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HomeMy WebLinkAboutResolutions - 2007.04.26 - 2832471 REPORT (MR #07077) April 26, 2007 citsA BY:RE Finance Committee, Mike Rogers, Chairperson IN SHERIFF'S OFFICE - POLICE DISPATCH SERVICE FOR OAKLAND tk nL;111 COMMUNITY COLLEGE FOR 2007-2012 To: The Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Finance Committee, having reviewed the above-referenced resolution recommends its adoption contingent upon approval by Corporation Counsel of the final contract language. Chairperson, on behalf of the Finance Committee, 1 move acceptance of the foregoing report. FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Coulter abent. April 5, 2407 MISCELLANEOUS RESOLU7ION 107077 BY: PUBLIC SERVICES COMMITTEE, JEFF POTTER, CHAIRPERSON IN RE: SHERIFF'S OFFICE -POLICE DISPATCH SERVICE FOR OAKLAND COMMUNITY COLLEGE FOR 2007-2012 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies sod Gentlemen: 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 Dispatch services; and WHEREAS at the request of Oakiand Community College the Sheriff's Office has been dispatching police calls for Oakland Community College police; and WHEREAS Miscellaneous Resolution 002057 authorized a police dispatch contract for the years 2002-2007 between the County ant Oakland Community College; and WHEREAS Oakland Community College has requested that the Sheriff's Office continue to dispatch their police calls; and WHEREAS Corporation Counsel has reviewed thLa contract and is in agreement with the attached disPatch agreement; and WHEREAS the Sheriff's Office along wfth the Department of Management & Budget is recommending the attached contract for dispatching services at the proposed rates of $52,177 for 2007, $89,333 for 2070, $99,686 for 2009, $102,460 for 2010 and $111,066 for 2011 between the County of Oakland and Oakland Community College. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authori7es the Chairperson of the Board to enter into the attached Police Dispatch Agreement with Oakland Community College. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE Public Services Committee Vote: Motion carried unanimously on a roll call vote 2007 -2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE This Agreement is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "COUNTY"), and OAKLAND COMMUNITY COLLEGE, whose address is 2480 Opdyke Road, Bloomfield Hills, MI 48304 ("0.C.C."). In this Agreement, the COUNTY shall be represented by the OAKLAND COUNTY SHERIFF, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 (the "SHERIFF). In this Agreement, whenever the COUNTY and the SHERIFF are intended to be referred to jointly, they shall collectively be referred to as the "OAKLAND COUNTY SHERIFF'S DEPARTMENT" ("O.C.S.D.") WITNESSETH WHEREAS, O.C.C. is authorized by law to provide police protection service for 0.C.C.; and WHEREAS, in order to provide effective police protection services, O.C.C. must also provide dispatch functions; and WHEREAS, the 0.C.S.D. provides police communication and dispatch functions and has the capability to provide police dispatch for O.C.C. but, absent this Agreement, is not obligated to provide "POLICE DISPATCH SERVICE", as defined in this Agreement, for 0.C.C.; and WHEREAS, the COUNTY and O.C.C. may enter into an contract by which the 0.C.S.D. would provide POLICE DISPATCH SERVICE for 0.C.C.; and WHEREAS, O.C.C. has concluded that it is more cost effective to contract for POLICE DISPATCH SERVICE with the 0.C.S.D. than to equip and staff its own communication and dispatch center; and WHEREAS, the 0.C.S.D. agrees to provide POLICE DISPATCH SERVICE for the "O.C.C. POLICE 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 POLICE DISPATCH SERVICE to O.C.C. POLICE PERSONNEL. 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: 2.1. "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 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 1 services of any O.C.C. 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 O.C.C. POLICE PERSONNEL. 2.2. "O.C.C. 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 O.C.C. either to provide, supply, support, administer, or direct any O.C.C. police or law enforcement services and/or any persons acting by, through, under, or in concert with any of them; or any other O.C.C. official, officer, employee or agent whose O.C.C. job duties may include the receipt of any 0.C.S.D. POLICE DISPATCH SERVICE(S). 2.3. "COUNTY AGENT" shall be defined to include the SHERIFF and all COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, employees (including any SHERIFF'S DEPUTY), agents, predecessors, successors, or assigns, (whether such persons act or acted in their personal, representative, or official capacities), and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT as defined in this Agreement shall also include any person who was a COUNTY AGENT at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in his/her previous capacity. 2.4. "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 POLICE DISPATCH SERVICE expressly contracted for herein, the 0.C.S.D. and/or any COUNTY AGENT shall not by reason of this agreement be obligated to provide or assist O.C.C. or any 0.C.C. POLICE PERSONNEL with any other direct, indirect, backup, or supplemental support or police 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 O.C.C. POLICE PERSONNEL services. 4. Under all circumstances, O.C.C. shall remain solely and exclusively responsible for all costs and/or liabilities associated with providing available on-duty O.C.C. POLICE PERSONNEL to receive and respond to POLICE DISPATCH SERVICE in a timely and professional manner. 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 2 5. O.C.C. acknowledges that there may be circumstances when, despite all reasonable efforts, an 0.C.S.D. or COUNTY AGENT attempt to communicate or provide POLICE DISPATCH SERVICE for O.C.C. POLICE PERSONNEL may be unsuccessful and, as a result, O.C.C. POLICE PERSONNEL'S timely response to a call for 0.C.C. POLICE PERSONNEL assistance may not be forthcoming. To the extent provided by law, O.C.C. shall indemnify and hold harmless the COUNTY and/or any COUNTY AGENT and 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 O.C.C. POLICE PERSONNEL'S alleged failure to respond in a timely manner to any call for O.C.C. POLICE 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 POLICE DISPATCH SERVICE to O.C.C. except that 0.C.S.D. will make a reasonable effort to provide POLICE DISPATCH SERVICE for O.C.C. POLICE PERSONNEL consistent with existing 0.C.S.D. dispatching procedures, policies, and/or standards. 7. 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 0.C.S.D. dispatch related procedures, policies, and/or standards; 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. 8. O.C.C. shall be solely and exclusively responsible, during the term of this Agreement, for guaranteeing that: (a) all O.C.C. POLICE PERSONNEL radios and other communication equipment will be properly set, adjusted, and maintained to receive any POLICE DISPATCH SERVICE from the 0.C.S.D. and/or COUNTY AGENT and will comply with all current and future applicable 0.C.S.D. dispatching procedures, policies, standards, technical specifications, and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; (b) all O.C.C. POLICE PERSONNEL will be adequately trained and will comply with all current and future applicable 0.C.S.D, dispatching procedures, policies, standards, technical specifications and/or any applicable state or federal communication requirements, including, but not limited, to all Federal Communications Commission orders, regulations, and policies; and (c) O.C.C. and all O.C.C. POLICE 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 O.C.C. POLICE PERSONNEL to receive POLICE DISPATCH SERVICE from the 0.C.S.D. 9. O.C.C. shall be solely and exclusively responsible for all costs, expenses, and liabilities associated with the purchase, lease, operation, and/or use of any O.C.C. POLICE PERSONNEL radio or other communication equipment. The 0.C.S.D. shall not be obligated to provide O.C.C. POLICE PERSONNEL with any radio or other communication equipment of any kind. O.C.C. 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, other communications equipment, or property. 10. The 0.C.S.D. may, at its sole discretion and expense, inspect any O.C.C. POLICE PERSONNEL radio or other communication equipment to ensure that it conforms with applicable 0.C.S.D. dispatching procedures, policies, standards, technical specifications, and/or state and federal law. If the inspection reveals a lack of conformance, the 0.C.S.D. 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 3 shall notify 0.C.C. in writing of the specific violations. O.C.C. shall address and correct such violations at its own expense within thirty (30) calendar days of receiving the written notice or present a written plan to 0.C.S.D. within 15 calendar days setting forth a procedure for correcting the violations. If O.C.C. fails to address and/or correct such violations within the time frame set forth in this paragraph, then 0.C.S.D. may cancel and/or terminate the Agreement. 11. In consideration of the COUNTY'S promises and efforts under this Agreement, O.C.C. shall pay the COUNTY $6,847.50 per calendar month for the period April 1, 2007 to March 31, 2008; $7,444.83 per calendar month for the second year of this Agreement, $8,306.67 per calendar month for the third year of this Agreement; S8,538.33 per calendar month for the fourth year of this Agreement; and $9,250.50 per calendar month for the fifth year of this Agreement as follows: 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 approved, and continuing each calendar month thereafter. 11.2. All Monthly payments shall be due and payable by O.C.C. without any further notice or demand from the COUNTY. 11.3. Each monthly payment shall be made by a check drawn on a O.C.C. 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. 11.4. Each payment shall clearly identify that it is a monthly payment being made pursuant to this Agreement and identify the calendar month for which O.C.C. intended the payment to apply. The COUNTY, in its discretion, may apply any monthly payment received from O.C.C. to any past due amount or monthly payment then due and owing to the COUNTY pursuant to this Agreement. 12. 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 by O.C.C. 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 O.C.C. from the County, including, but not limited to, distributions from the Delinquent Tax Revolving Fund (DTRF). The COUNTY shall give O.C.C. thirty (30) calendar days written notice of any offset prior to exercising its right to offset any such funds. 13. O.C.C. 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. O.C.C. acknowledges that all insurance obligations, bonds, and/or certificates or proof of same required shall be subject to the approval of the COUNTY Risk Management Division. 13.1. Commercial General Liability Broad Form Endorsement in the minimum amount of S1,000,000.00 C.S.L. and with the following as minimum requirements: 13.1.1. Products and completed operations; 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE 11.1. Page 4 13.1.2. Broad Form Property damage; 13.1.3. Premises/Operations; 13.1.4. (Blanket) Broad Form Contractual; 13.1.5. Personal Injury - delete contractual exclusion "A"; and 13.1.6. Additional Insured - The COUNTY OF OAKLAND, the SHERIFF, and any and all COUNTY AGENT as defined in this Agreement. 13.2. 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; 13.3. All Certificates of Insurance, self-insurance, or duplicate policies of any outside vendor or contractor shall contain the following clauses: 13.3.1. "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."; 13.3.2. "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."; 13.3.3. "Any and all deductibles in the above described insurance policies shall be assumed by, and be for the account of, and at the sole risk of 0.C.C.."; and 13.3.4. "There will be no additional exclusions running to the Additional Insured based upon any actions or activities of the Named Insured." 13.4. 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. 14. The COUNTY and/or any COUNTY AGENT shall be legally subrogated to any rights to recover or any benefits O.C.C. may have in any insurance policy and to the full extent of any payment made under any insurance policy as may be required to make the COUNTY and/or any COUNTY AGENT whole for any CLAIM. O.C.C. shall cooperate and perform any act necessary to secure such rights for the COUNTY and/or any COUNTY AGENT. 15. Except as otherwise provided in this Paragraph, and to the extent provided by law, O.C.C. 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 O.C.C. and/or any O.C.C. POLICE PERSONNEL, including, but not limited to: 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 5 15.1. Any and all alleged breach of any legal duty to any person by O.C.C. or any O.C.C. POLICE PERSONNEL; 15.2. Any and all alleged O.C.C. or O.C.C. POLICE PERSONNEL'S negligent or erroneous response to, or failure to respond to, any communication or POLICE DISPATCH SERVICE from the COUNTY and/or any COUNTY AGENT; 15.3. Any and all alleged failures by the COUNTY and/or any COUNTY AGENT to receive in a timely manner any telephone call for police or emergency related services due to any alleged negligence by 0.C.C.; 15.4. Any and all alleged failures by O.C.C. or any O.C.C. POLICE PERSONNEL to receive any transmitted POLICE DISPATCH SERVICE; 15.5. Any and all alleged injuries or losses to 0.C.C. andJor any O.C.C. POLICE PERSONNEL arising out of any POLICE DISPATCH SERVICE provided under this Agreement; 15.6. Any and all alleged failures by O.C.C. or any 0.C.C. POLICE PERSONNEL to comply with any duty or obligation in this Agreement; and/or 15.7. Any and all other alleged or actual CLAIM based, in any way, upon any O.C.C. or O.C.C. POLICE PERSONNEL services, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. 0.C.C., 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 negligent or at fault for any specific dollar amount of damages or loss to any person other than O.C.C. or any O.C.C. POLICE PERSONNEL. 16. 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 O.C.C. 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 O.C.C. 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, O.C.C. shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law toward the payment and satisfaction of any CLAIM against the COUNTY and/or any COUNTY AGENT. 17. All O.C.C. indemnification and hold harmless promises, waivers of liability, representations, insurance coverage obligations, liabilities, payment obligations, and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions, or 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. 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 6 18. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 19. Neither the COUNTY nor any COUNTY AGENT, by virtue of this Agreement or otherwise, shall be considered employees of O.C.C. The COUNTY and/or any COUNTY AGENTS legal status and relationship to O.C.C. shall be that of an Independent Contractor. No O.C.C. POLICE 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. 20. O.C.C. and the 0.C.S.D. shall each remain the sole and exclusive employer of each of their respective employees. O.C.C. 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. 21. 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. 22. Neither O.C.C. nor any O.C.C. POLICE 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. 23. O.C.C. 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 O.C.C. becomes aware of which involves, in any way, the 0.C.S.D. or any COUNTY AGENT. O.C.C. 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. 24. 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, 2012. This Agreement may be cancelled for any reason, including the convenience of any Party, and without any penalty, before its March 31, 2012, 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 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 7 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. 25. This Agreement, and any subsequent amendments, shall not become effective prior to the approval by concurrent resolutions of the COUNTY Board of Commissioners and O.C.C. Board. The approval and terms of this Agreement shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and O.C.C. Board and also shall be filed with the Office of the Clerk for the COUNTY and O.C.C. In addition, this Agreement, and any subsequent amendments, shall be filed by 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. 26. 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. 27. 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. 28. 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. 29. The COUNTY and O.C.C. 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. 30. This Agreement sets forth the entire contract and understanding between the COUNTY and O.C.C. 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 O.C.C. 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 O.C.C. Board in accordance with the procedures set forth herein. 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 8 Clarence E. Brant Clarence E. Brantley, Vice-Chancel Xdministrative e s an4surer OAKLAND COMMUNI C....gLLEGE eTY BY: '--- ,640.0.4",e e......- v. $i BY: -5&j1J\14 31. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, requirements applicable to its activities performed under this Agreement. 32. This Agreement does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 33. If a court of competent jurisdiction finds a term, or condition, of this Agreement to be illegal or invalid, then the term, or condition, shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 34. 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 O.C.C. hereby agree and promise to be bound by the terms and provisions of this Agreement. IN WITNESS WHEREOF, Clarence E. Brantley, Vice-Chancellor for Administrative Services and Treasurer, for the Oakland Community College, hereby acknowledges that he has been authorized by a resolution of the Oakland Community College Board (a certified copy of which is attached) to execute this Agreement on behalf of Oakland Community College and hereby accepts and binds the Oakland Community College to the terms and conditions of this Agreement on this 5 day of Ap-,(1, .2007. Anne V. Scott Secretary, Board of Trustees 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 11 day of OA 01 ,2007. WITNESS: COUNTY OF OAKLAND, a Michigan Municipal CprRoraAion r BY: t-siAyp 8 4- 9,7 BILL BULLARD, Jr., Chairperson, Oakland County Board of Commissioners 2007-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 9 IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capayt as the OAKLAND COUNTY SHERIFF, a Michigan ConsOkl Office, reby curs and accepts the terms and conditions of thiyjAgreement on this ay of , 2007. 2007.-2012 POLICE DISPATCH SERVICE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND OAKLAND COMMUNITY COLLEGE Page 10 LOSS PAYEE Any loss to property described below shall be adjusted with the Member and payable to the Member and the loss payee named above as their Interest may appear, Asset Description: Year Make Model Model e Vehicle ID ff MEMBER POLLEK Oakland Communty College 24a0 Opdyke Bloomfield Hills. Policy # 7002 Expiration Dale: Continuous Until Withdrawn 04/02/2007 13:51 17342932939 ASSOC GPF UND PAGE 03 Michigan Community College Risk Management Authority Certificate of Coverage This certificate Is issued as a matter of information only and confers no nghts upon the certificate holder unles:3 amended below, This certificate does not amend. extend or alter the coverage afforded by the duly adopted coverage documents of the Miohigan Community College Risk Management Authority. This is to certify thart a forms!, kindeci serf-inaurance program kes been undertaken by the I-number listed below through the Mtcrogen Community College Risk Management Authority pursuant to Act 138 P A., 1982 Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the coverage afforded by the coverage documents described herein is subject to all the terms, exclusions, and conditions of such documents. COVERAGE INCLUDES: QQMPRENENSIVE WeiJAPILITY Including bodily injury, property damage, law enforcement, public officials errors omissions, operation of motor vehicles, and professional liabittty for studenta and staff participating in child cam. registered nursing, occupational therapy asaistant, medical lab technology, medical record technology. medical assisting, biomedical engineering technology, cardiovascular technology, emergency medical technician, and other allied health and similar practicUm. SatieBatigli5LVEP-ROPERTY Including, but not limited to extended coverage, vandalism and maliclois mischief, sprinkler damage and explosion of steam boilers, pressure vessels or similar apparatus, for all property owned/leased by the Member. Losses adjusted on a mplacement cost basis less maximum retention or 5100,000 each occurrence. Blanket Fidelity and Faithful Performance; $1,000,001), MOTOR vzHicix pnYsicAt. DAMAGE Deductible: All losses in excess of $500 under Oorpnehersalve or collision coverages are paid in full. CANCELLATION cia,MEMBER WITHDRAWAL Should the member Indicated below withdraw from the Authority, the Authority shall endeavor to mail 30 days written notice to the below certificate holder. Limit of Liability: 315,000,000 each occurrence-No Aggregate ADDITIONAL INSURKI The County of Oakland, the Sheriff, and any and all County Agents, but only as respects liability arising out the agreement referenced herein. in connection with the following contract/lease/agreement/event 2007-2012 Police Dispatch Service Agroonsire For the period beginning si1,2007 and ending 4.1112008 Additional Insured Coverage Limit $1000IX10 rigniry,agjjaggE County or Oakland 1200 Noah Telegraph Pontiac, MI 48341 Certificate Number: 1070 Issue Date: 3r2Ria07 Authorized Signature; Rose H. KadIsh Coverage Provided By: OAKLAND COMMUNITY COLLEGE A Michigan Bureau of Workers' Disability Compensation Approved Self-Insurer Named Insured: Oakland Community College 2480 Opdyke Road Bloomfield Hills, MI 48304 This is to certify that the coverage listed below has been issued by the Named Above for the Named Insured and/or its named entities for the period referenced on this certificate. Should this coverage be canceled before its indicated expiration date, we will endeavor to mail thirty days written notice to the named certificate holder, but failure to mail such notice shall impose no obligation of liability of any kind upon the entity, its affiliates/subsidiaries, its agents or representatives. Coverage Period: April 1, 2006 through March 31, 2008 Coverage Provided: Excess Insurance Provided By: Terms: Premium Those obligations required by Public Act 317 of 1969, as Amended, otherwise known as the State of Michigan Workers' Disability Act of 1969. Midwest Employers Casualty Company Specific Excess: Statutory excess of $325,000 SIR Aggregate: $5,000,000 excess of 124.72% of Normal Employers Liability: $1,000,000 per occurrence excess of $325,000 SIR. Certificate Holder: County of Oakland 1200 North Telegraph Road Pontiac, MI 48341 RE: Police Dispatch Service Agreement 3/9;07 Date // Authorized Representative Resolution #07077 April 5, 2007 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (M1SC. #07077) BY: Finance Committee, Mike Rogers, Chairperson IN RE: SHERIFF'S OFFICE - POLICE DISPATCH SERVICE FOR OAKLAND COMMUNITY COLLEGE FOR 2007-2012 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: I. Miscellaneous Resolution #02057 authorized a contract for the years 2002/2003/2005/2006 between the County and Oakland Community College. 2. Oakland Community College has requested to enter into a five-year contract with the Oakland County Sheriff for police dispatch services to the college beginning approximately April 1, 2007. 3. Contract rates are $82,170 for 2007, $89,338 for 2008, $99,680 for 2009, $102,460 for 2010 and S111,006 for 2011. 4. The revenue generated from this contract will offset Overtime in the Sheriffs Communications unit to cover the increased workload. 5. A budget amendment is recommended for Fiscal Year 2007 as follows: General Fund #10100 FY 2007 Revenues 4030510-116230-630539-99900 Dispatch Serv. $19,810 Total Revenues $19,810 Expenditures 4030510-116230-712020 Overtime l9,810 Total Expenditures $194810 6. Amendments to the FY 2008 and FY 2009 budget will be included with the County Executive Recommended Budget, FINANCE COMMI ITEE Ruth Johnson, County Clerk April 26, 2007 Resolution #07077 Moved by Potter supported by Gregory the resolution (with fiscal note attached) be adopted. Moved by Potter supported by Gregory the Finance Committee Report be accepted. A sufficient majority having voted in favor, the report was accepted. Vote on resolution: AYES: Hatchett, Jacobsen, KowaII. Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Suarez, Woodward, Zack, Bullard, Burns, Coleman, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel. (25) NAYS: None. (0) A sufficient majority having voted in favor, the resolution (with fiscal note attached) was adopted. I HEREBY APPROVE THE FOREGOING RESOLUTION /67 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 26, 2007, 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 26th day of April, 2007.