HomeMy WebLinkAboutResolutions - 2007.09.20 - 9369St7iXIZ=FTEE,
IN RE: SHERIFF'S OFFICE-FIRE DISPATCH CONTRACT EXTENSION FOR FRANKLIN-BINGHAM
FIRE DEPARTMENT FOR 2007 -2012
2C :F,7 ,17)TIKLS =N7v :4C)A-I's 3F CONY.:3S:YERS
Le)rjli.e ancl, ].entlemerl;
'4HER:AS' Ls :f the Oaleln:].
t:ne tt e:17er rc nt ±: -e
ser7 1 ,fe.s;
WHEFj:AS at ,e=.2sf of :.te 17 ran?.2.7.1 -2.'ngam Dltar,-zent, the,
Sherfft r'sc.7.:es7 tf:d to dzipatc'n f-re
EinTtan Flr=2 Sep'e;rtmeht; and
0625;=. a Craft cc)ntl-a;=1. Fran --a'-
tir years 20'3 7-2C3F:•; aci
WH:EF,E;;2.t
•
cs€ of the negrat_Lonf Ln:j tieter:,:.nans
Ccrp=an .tt w.a.5 tnat a year tcn-trat: alto?. scpar
riltzact ;x: t VLI1a(le ,ff- Franklin a:1d fhe Viilage -.;)f nfarm
nQr,7essary
•
tont:act vath the '.,if,)iuteer Flie :epar ,ta
WELFZil,,Z Co=sel 1-.as reviewd these co:-.tracts an.(..: is
acy.7e ,Elmen: attach&d: c:t.,tractz; .and
tte alo704 w:1-. :he :2)chartt
17n attached -:..cntIact2 for Ws :ta:.:-ling
FORE 7 1- RESOLVED tna:te OaJ:an
CD=f_sscrs autn:rli:es thc Caffper5on of Board. entr. L.nto
at.:ned A7:17ees t Fraklih Vc1u7.teer F2,re Depar=en,
Frank_:Ln and the Village of ELnyham Far:7,5 tLro::grn
Cnatr::.erso.n, :f tn(i C=m:Lee,
.7,?'" "477. - -
?ublic Services Committee Vote
Motion tarried unanimously on a roll call vote
Resoiutior! #07:207 August 30, 2007
Trie Criairpersori reteued the resoiution te the Finance Commttlee. There wec.e no ob.jectiortz,
2007-2012 FIRE DISPATCH SERVICE AGREEMENT
BETWEEN THE COUNTY OF OAKLAND
AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
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 FRANKLIN VOLUNTEER FIRE
DEPARTMENT, INC., (the "FIRE DEPARTMENT"), a non-profit corporation whose address is
P.O. Box 250673, Franklin, Michigan 48025.
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, 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 OFFICE" ("0.C.S.0.")
W1TNESSETH
WHEREAS, the FIRE DEPARTMENT is authorized by law to provide fire protection service
for residents of the FRANKLIN VILLAGE and BINGHAM FARMS; and
WHEREAS, in order to provide effective fire protection services, the FIRE DEPARTMENT
must also provide for Fire Department communication and dispatch functions; and
WHEREAS, the 0.C.S.O. 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, to the FIRE DEPARTMENT; and
WHEREAS, the COUNTY and the FIRE DEPARTMENT may enter into an contract by
which the 0.C.S.O. would provide FIRE DISPATCH SERVICE for the FIRE DEPARTMENT;
and
WHEREAS. the FIRE DEPARTMENT has concluded that it is more cost effective for the
FIRE DEPARTMENT to contract for FIRE DISPATCH SERVICE with the 0.C.S.O. than to
equip and staff its own fire communication and dispatch center; and
WHEREAS, the 0.C.S.O. agrees to provide FIRE DISPATCH SERVICE for "FIRE
DEPARTMENT PERSONNEL", as defined in this Agreement, under the following terms and
conditions;
NOW, THEREFORE, it is mutually agreed as follows:
1. 'file COUNTY, with the cooperation and approval of the SHERIFF, shall, in conjunction
with its existing 0.C.S.O. police communications functions, provide FIRE DISPATCH
SERVICE to FIRE DEPARTMENT 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:
2007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OP OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
Page 1
2.1. "FIRE DISPATCH SERV/CE" shall be defined to include: any emergency or non-
emergency telephone call or notice, of any kind, received by the 0.C.S.O., which
requests, requires, or, in the sole judgment of the 0.C.S.0, or a COUNTY AGENT,
appears to request or require the presence, attention, or services of any FIRE
DEPARTMENT 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.O. or COUNTY AGENT radio
communication, or any attempted radio communication to any FIRE
DEPARTMENT PERSONNEL.
2,2. "FIRE DEPARTMENT PERSONNEL" shad be defined to include: all uniformed,
non-uniformed, civilian, command, volunteer, administrative, and/or supervisory
personnel employed and/or contracted by the FIRE DEPARTMENT to provide,
supply, support, administer, or direct any FIRE DEPARTMENT tire or emergency
related services and/or any persons acting by, through, under, or in concert with
any of them; or any FIRE DEPARTMENT official, officer, employee or agent
whose job duties may include the receipt of any 0.C.Sa FIRE DISPATCH
SERVICE.
2,3. "COUNTY AGENT" shall be defined to include the SHERIFF and ail 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 the personal, representative, or official capacities), and ail 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 FIRE DISPATCH SERVICE expressly contracted for herein, the 0.C,S.O.
and/or any COUNTY AGENT shall not be obligated to provide or assist the FIRE
DEPARTMENT or any FIRE DEPARTMENT 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 FIRE DEPARTMENT PERSONNEL services.
4. Under all circumstances, the FIRE DEPARTMENT shall remain solely and exclusively
2001-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE couNri OF OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC,
Page 2
responsible for all costs and/or liabilities associated with providing available on-duty FIRE
DEPARTMENT PERSONNEL to receive and respond to FIRE DISPATCH SERVICE in a
timely and professional manner.
5. The FIRE DEPARTMENT acknowledges that there may be circumstances when, despite
all reasonable efforts, an 0.C.S.O. or COUNTY AGENT attempt to communicate or
provide FIRE DISPATCH SERVICE for EIRE DEPARTMENT PERSONNEL may be
unsuccessful and, as a result, FIRE DEPARTMENT PERSONNEL'S timely response to a
call for FIRE DEPARTMENT PERSONNEL assistance may not be forthcoming. To the
extent provided by law, the FIRE DEPARTMENT 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 FIRE DEPARTMENT PERSONNEL'S alleged failure to respond in a
timely manner to any call for FIRE DEPARTMENT PERSONNEL assistance.
6. This Agreement does not, and is not intended to, include any 0.C.S,O. warranty, promise,
or guaranty, of any kind or nature, concerning the performance of FIRE DISPATCH
SERVICE to the FIRE DEPARTMENT except that 0.C.S.O. will make a reasonable effort
to provide FIRE DISPATCH SERVICE for FIRE DEPARTMENT PERSONNEL
consistent with existing 0.C.S.O. dispatching procedures, policies, and/or standards.
7. This Agreement does not, and is not intended to, obligate or require the 0.C.S.O. to
change, alter, modify, or develop any different 0.C.S.O. dispatch related procedures,
and/or standards; purchase or use any special or additional equipment; or,
alternatively, prohibit the 0.C.S.O. from implementing any future communication-related
changes that the 0.C.S.O., in its sole judgment and discretion, believes to be in its best
interest.
8. The FIRE DEPARTMENT shall be solely and exclusively responsible, during the term of
this Agreement, for guaranteeing that: (a) all FIRE DEPARTMENT PERSONNEL radios
and other communication equipment will be properly set, adjusted. and maintained to
receive any FIRE DISPATCH SERVICE from the 0.C.S.0, and/or COUNTY AGENT and
will comply with all current and future applicable 0.C.S.O. 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 FIRE DEPARTMENT PERSONNEL
will be adequately trained and will comply with all current and future applicable 0.C.S.O.
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) the FIRE
DEPARTMENT and all FIRE DEPARTMENT 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 FIRE DEPARTMENT PERSONNEL to receive
FIRE DISPATCH SERVICE from the 0.C.S.O.
9. The FIRE DEPARTMENT shall be solely and exclusively responsible for all costs,
expenses and liabilities associated with the purchase, lease, operation, and/or use of any
FIRE DEPARTMENT PERSONNEL radio or other communication equipment. The
0.C.S.O. shall not be obligated to provide FIRE DEPARTMENT PERSONNEL with any
2007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
Page 3
radio or other communication equipment of any kind. The FIRE DEPARTMENT shall not
be obligated under the terms of this Agreement to supply or provide the 0.C.S.O. with any
additional telephones, telephone lines, radios, other communications equipment, or
property.
10. The 0,C.S.O. may, at its sole discretion and expense, inspect any FIRE DEPARTMENT
radio or other communication equipment to ensure that it conforms with applicable
0.C.S.O. dispatching procedures, policies, standards, technical specifications, and/or state
and federal law. If the inspection reveals a lack of conformance, the 0.C.S.O. shall notify
the FIRE DEPARTMENT in writing of the specific violations. The FIRE DEPARTMENT
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.O. within 15 calendar days
setting forth a procedure for correcting the violations. If the FIRE DEPARTMENT fails to
address and/or correct such violations within the time period set forth in this paragraph_ the
0.C.S.0. may terminate and/or cancel the Agreement.
II. In consideration of the COUNTY'S promises and efforts under this Agreement, the FIRE
DEPARTMENT shall pay the COUNTY $595.18 per calendar month for the first year of
this Agreement; S636.70 per calendar month for the second year of this Agreement:
$684.00 per calendar month for the third year of this Agreement; $704,66 per calendar
month for the fourth year of this Agreement; and $735.58 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 15th calendar day after this Agreement is
approved and continuing each calendar month thereafter.
11.2 All Monthly payments shall be due and payable by the FIRE DEPARTMENT
without any further notice or demand from the COUNTY.
11.3 Each monthly payment shall be made by a check, electronic fund transfer, or any
other method that is mutually agreeable to the parties. Payment shall be made 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.
11A 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 FIRE
DEPARTMENT intended the payment to apply, The COUNTY, in its discretion,
may apply any monthly payment received from the FIRE DEPARTMENT 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 the FIRE
DEPARTMENT.
13. The FIRE DEPARTMENT shall purchase and maintain the following insurance
coverage, in the minimum coverage amounts indicated, for the entire duration of
2007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND THE FRANKLIN VOLUNTEER FIFiE DEPARTMENT, INC.
11.1
Page 4
this Agreement and provide the. COUNTY with the following Certificates of
Insurance.
131 Commercial General Liability with the following as minimum requirements:
$3,000,000—General Aggregate Limit other than Products & Completed Operations
$3,000,000—Products & Completed Operations Aggregate Limit
$3,000,000—Personal & Advertising Injury Limit
$3,000,000—Each Occurrence Limit
The Commercial General Liability policy shall contain the following coverage(s):
• Occurrence Form
• Premises & Operations
• Products & Completed Operations
• Per Location General Aggregate
• Broad Form Property Damage
• Independent Contractors
• Blanket Broad Form Contractual (including liability assumed under this
contract)
• Personal Injury with contractual and employee exclusions deleted
• X. C, & U Exclusions deleted as necessary
13,2 Workers' Compensation: Coverage A: with limits statutorily required by any
applicable Federal or State_law and (and) Employers' Liability Insurance, Coverage
B: with minimum limits of $50Q000 each accident, $500,000 disease each
emplcyee, and $500,000 disease policy limit.
13.3 Automobile insurance (including all Michigan No-Fault Coverage) with
a minimum limit of $2,000,000 Combined Single Limit per Occurrence including
coverage for all hired, leased, owned, and non-owned vehicles.
13.4 The minimum limits of liability required by this contract may be satisfied with a
combination of primary and umbrella/excess policies, specifically listing the
primary policy(s) as underlying insurance, but only if the combined limits equal or
exceed those required.
13.5 All Certificates of Insurance, self-insurance, or duplicate policies of any outside
vendor or contractor shall contain the following clauses:
13.5.1 All coverage afforded the FIRE DEPARTMENT must be on a primary
basis, non-contributory, and not excess to any insurance or self-insurance
carried or retained by the COUNTY OF OAKLAND.
13.5,2 Any and all deductibles or self-insured retentions in the above described
2007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
Page 5
insurance policies shall be assumed by, and be for the account of and at
the sole risk of the FIRE DEPARTMENT.
13.5.3 All Certificates of Insurance are to provide thirty (30) days written notice
of cancellation, non-renewal, or material change. 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.
13.5.4 Insurance carriers must be approved to do business in the State of
Michigan. Insurers shall possess a minimum A.M. Best rating of A6 or be
a licensed Michigan Municipal Risk pool.
13.5.5 Insurance carriers, coverage, and policy iirnits are also subject to the
apprcval of the COUNTY'S Risk Management Division as to conformity
with the requirements of this Agreement.
13.5.6 All policies of insurance shall contain a written waiver of subrogation in
favor of The COUNTY OF OAKLAND, the SHERIFF, and any and all
COUNTY AGENT as defined in this agreement. This provision is waived
if specifically prohibited by the reinsurance carrier of any Michigan
Municipal Risk Pool and evidence is provided to the COUNTY'S Risk
management division. This waiver only applies t.o coverage specifically
insured through a Michigan Municipal Risk Pool and only while coverage
remains in force through the Pool.
13.5.7 All policies, with the exception of the Workers Compensation policy, shall
be endorsed to name The COUNTY OF OAKLAND, the SHERIFF, and
any and all COUNTY AGENTS, as defined in this Agreement, the
VILLAGE OF FRANKLIN and TFIE VILLAGE OF BINGHAM FARMS
as Additional Insureds.
14. The COUNTY and/or any and all COUNTY AGENTS shall be legally subrogated to any
rights to recover or any benefits the FIRE DEPARTMENT 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
FIRE DEPARTMENT 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, the
FIRE DEPARTMENT 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 FIRE
DEPARTMENT and/or any FIRE DEPARTMENT PERSONNEL, including, but not
limited to:
15.1 Any and all alleged breach of any legal duty to any person by the FIRE
DEPARTMENT or any FIRE DEPARTMENT PERSONNEL;
1007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
Page 6
15.2 Any and all alleged FIRE DEPARTMENT or FIRE DEPARTMENT
PERSONNEL'S negligent or erroneous respoese to. or failure to respond to any
communication or EIRE DISPATCH SERVICE from the couNTy andror 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 fire or emergency related services
due to any alleged negligenee by the FIRE DEPARTMENT;
15.4 Any and all alleged failures by the FIRE DEPARTMENT or any FIRE
DEPARTMENT PERSONNEL to receive any transmitted FIRE DISPATCH
SERVICE; Any and all alleged injuries or losses to the FIRE DEPARTMENT and/or
any FIRE DEPARTMENT PERSONNEL arising out of any FIRE DISPATCH
SERVICE provided under this Agreement;
15.5 Any and all alleged failures by the FIRE DEPARTMENT or any FIRE
DEPARTMENT PERSONNEL to comply with any duty or obligation in this
Agreement; and/or
15.6 Any and all other alleged or actual CLAIM based, in any way, upon any FlRE
DEPARTMENT or EIRE DEPARTMENT PERSONNEL services, equipment, or
any other event, occurrence, duty, or obligation related or attendant thereto.
15.7 The FIRE DEPARTMENT shall not, however, 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
FIRE DEPARTMENT or any FIRE DEPARTMENT PERSONNEL.
:6. 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 FIRE DEPARTMENT, 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 FIRE DEPARTMENT promise to indemnify, pay and hold
harmless the COUNTY and/or any COUNTY AGENT as set forth in this
Agreement may become unenforceable or =collectible, the FIRE DEPARTMENT
shall contribute the maximum portion that they are 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 FIRE DEPARTMENT 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
2007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
Page 7
Party against the other and shall not relieve either party of any obligations, which, by their
nature, survive expiration, or termination of this Agreement.
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 the FIRE DEPARTMENT, The COUNTY
and/or any COUNTY AGENTS legal status and relationship to the FIRE DEPARTMENT
shall be that of an Independent Contractor. No FIRE DEPARTMENT 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. The FIRE DEPARTMENT and the 0,C.S.O. shall each remain the sole and exclusive
employer of each of their respective employees. The FIRE DEPARTMENT 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, worked disability compensation,
unemployment compensation, Social Security Act protection and benefits, employment
taxes, or any other statutery or contractual right or benefit based, in any way. upon
employment.
21. This Agreement does not. and is not 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.0. employment and/or
union contract any level or amount of supervision, any standard of performance, any
sequence or manner of perfonnance, and/or any 0.C.S.O. 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.O. and/or all conduct and actions of any
COUNTY AGENT.
22. Neither the FIRE DEPARTMENT nor any FIRE DEPARTMENT 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. The FIRE DEPARTMENT shall promptly deliver to the 0.C.S.O. written notice and copies
of any CLAIM, accusation or allegation of negligence or other wrongdoing, whether civil
or erimina) in nature, that the FIRE DEPARTMENT becomes aware of which involves, in
any way, the 0.C.S.O. or any COUNTY AGENT, The FIRE DEPARTMENT shall
cooperate with the 0.C.S.O. 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,
2007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND 'THE FRANKLIN VOLUNTEER FIRE DEPARTMENT. INC.
Page 8
this Agreement shall become effective on April 1, 2007 and upon execution by both parties,
and shall remain in effect continuously until it expires, without any further act or notice
being required of any parry, 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 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 resolution of the COUNTY Board of Commissioners and an
authorized agent of the FIRE DEPARTMENT,
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 the FIRE DEPARTMENT 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
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 FIRE DEPARTMENT 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
2007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
Page 9
BY: ,,d244 Fa)i
31. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations,
administrative rules and 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 FIRE
DEPARTMENT hereby agree and promise to be bound by the terms and provisions of this
Agreement.
IN WITNESS WHEREOF. 0414# )67' 41:614 1/1 , President, for the
FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC,, hereby acknowledges that he is
authorized to execute this Agreement on behalf of the FRANKLIN VOLUNTEER FIRE
DEPARTMENT, INC and hereby accepts and binds the FRANKLIN VOLUNTEER FIRE
DUARTMENT to the terms and conditions of this Agreement on this c:V day of
/kV ,21107. A
Wri ESSES:
"If 14UL
AeMee 6-4,
pc "%ste-r9c4K
IN WITNESS WHEREOF, BILL BULLARD, IR., Chairperson, Oakland County Board
of Commissioners, hereby acknowledges that he has been authorized by a resolution of the
Oakland County Board of Commissioners (a certified copy of which is attached) to execute this
Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the
COUNTY OF OAKLAND to the terms and conditions of this Agreement on this \, day of
/007
WITNESSES;
BY: L
President, Franklin Volunteer Fire
Dey;Artment, 1nç. )
4.206'
BILL BULLARD, JR,,
Chairperson, Oakland County Board of
Commissioners
2131=17*TfIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
Page 10
Constitu
BY
MICHAEL
Oakland C
UC I IARJD,
ty Sheriff
10 cer
IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in
OAKLAND COUNTY SHERIFF, a Michigan Consoyptl Offic
the terms and conditions of this A/reetnent on this ay of
official capacity as the
eby concurs and accepts
, 2007,
OAKLAND COUNTY SHERIFF, a Michigan
2007-2012 FIRE DISPATCH SERVICE AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND THE FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC.
Page 11
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT
BETWEEN THE COUNTY OF OAKLAND AND
THE VILLAGE OF' FRANKLIN
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 VILLAGE OF FRANKLIN, whose
address is 32325 Franklin Road. Franklin, Michigan 48025 ("FRANKLIN"). In this Agreement,
Ile 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,
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 SI IERIFF'S OFFICE" ("0.C.S.0.")
WITNESSETII
WHEREAS, FRANKLIN is authorized by law to provide fire protection service for its
residents; and
WHEREAS, tire protection services are provided to FRANKLIN by the FRANKLIN
VOLUNTEER FIRE DEPARTMENT, INC, a non-profit corporation, pursuant to an agreement
between FRANKLIN and the FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC
("VOLUNTEER FIRE DEPARTMENT");
WHEREAS, in order tc provide effective fire protection services for FRANKLIN, the
VOLUNTEER FIRE DEPARTMENT must obtain FIRE DISPATCH SERVICE; an
WHEREAS, the 0.C.S,O. provides police communication and dispatch functions and has the
capability to provide Ere dispatch but, absent an Agreement between the parties, is not obligated
to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, to FRANKLIN or the
VOLUNTEER FIRE DEPARTMENT; and
WHEREAS, the 0.C.S.O. has agree to provide FIRE DISPATCI I SERVICE to the
VOLUNTEER FIRE DEPARTMENT pursuant to a separate agreement between the COUNTY
and the VOLUNTEER FIRE DEPARTMENT; and
WHEREAS. FRANKLIN has reviewed the Fire Dispatch Agreement between OAKLAND
COUNTY and the VOLUNTEER FIRE DEPARTMENT (a copy of which is attached hereto as
Exhibit 1) and is fully aware of the terms of the terms and conditions therein; and
WHEREAS, in corsideration of the COUNTY'S promises and efforts under its Fire Dispatch
Agreement with the VOLUNTEER FIRE DEPARTMENT, FRANKLIN agrees to the following
terms and conJitions:
NOW THEP EFORE, it is mutually agreed as follows:
1. 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 quotations marks, or possessive
or nonpossessive, shall be defined, read and interpreted as follows:
'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.O., which
requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT,
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN
1.1.
Page 1
appears to request or require the presence, attention, or services of any
VOLUNTEER 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,
tire, and/or health), which results in any 0.C.S.0, or COUNTY AGENT radio
communication, or any attempted radio communication to any VOLUNTEER FIRE
PERSONNEL.
1.2. "VOLUNTEER 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 VOLUNTEER FIRE DEPARTMENT
to provide, supply, support, administer, or direct any fire or emergency related
services and/or any persons acting by, through, under, or in concert with any of them;
or any VOLUNTEER FIRE DEPARTMENT official, officer, employee or agent
whose job duties may include the receipt of any 0.C.S.0, FIRE DISPATCH
SERVICE.
1.3. "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 defineci.
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.
1.4. "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.
2. FRANKLIN agrees that if the VOLUNTEER FIRE DEPARTMENT fails, for any reason, to
timely pay the County the amounts required under its Fire Dispatch Agreement with the
COUNTY (as set forth in Exhibit 1), the VILLAGE 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 FRANKLIN), :he State of Michigan is authorzed to
withhold any funds due FRANKLIN from the State, and assign those funds to partially or
completely offset any deficiency by the VOLUNTEER FIRE DITARTMENT to the
COUNTY. Such funds shall be paid directly to the COUNTY. Further, FRANKLIN waives
any claims against the State or COUNTY, or their respective officials, for any such amounts
paid to the COUNTY.
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN
Page 2
Should the VOLUNTEER FIRE DEPARTMENT fail for any reason to timely pay the
COUNTY the amounts required under the Fire Dispatch Agreement between the COUNTY
and the VOLUNTEER FIRE DEPARTMENT (as set forth in Exhiblt 1), the County
Treasurer shall be entitled to set-off and retain any amounts due FRANKLIN from
Delinquent Tax Revolving Fund ("DTRP") or any other source of funds due FRANKLIN in
the possession of the COUNTY, to partially or completely offset any deficiency by the
VOLUNTEER FIRE DEPARTMENT unless expressly prohibited by law. Such a transfer
shall be considered an assignment by FRANKLIN to the COUNTY. Further, FRANKLIN
waives any claims against the COUNTY, or its officials, for any such amounts paid to the
COUNTY.
Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue
any other legal remedies against FRANKLIN 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 VOLUNTEER FIRE DEPARTMENT
becomes delinquent in its payments,
The COUNTY agrees that it will give FRANKLIN at least thirty (30) days written notice of
the VOLUNTEER FIRE DEPARTMENT'S failure to pay amounts required under the Fire
Department Dispatch Agreement attached as Exhibit I before the COUNTY may exercise the
payment recovery options set forth in this Paragraph 2 and that if FRANKLIN pays the
amounts owed by the VOLUNTEER FIRE DEPARTMENT within that time period, that the
COUNTY shall not exercise those payment recovery options for that payment default.
Except as otherwise provided in this Paragraph and subject to the limitations in Paragraph 4.
and to the extent provided by law, FRANKLIN agrees to indemnify and hold harmless the
COUNTY andior 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
error, injury, mistake, negligent, or intentional act or omission by the VOLUNTEER FIRE
DEPARTMENT and/or any VOLUNTEER FIRE PERSONNEL, including, but not limited
to:
3.1. Any and all alleged breach of any legal duty to any person by the VOLUNTEER
FIRE DEPARTMENT or any VOLUNTEER FIRE PERSONNEL;
3.2. Any and all alleged VOLUNTEER FIRE DEPARTMENT or VOLUNTEER 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;
3.3. Any and all alleged failures by the COUNTY and/or any COUNTY AGENT to
receive in a timely manner any telephone call for Ere or emergency related services
due to any alleged negligence by the VOLUNTEER FIRE DEPARTMENT;
3.4. Any and all alleged failures by the VOLUNTEER FIRE DEPARTMENT or any
VOLUNTEER FIRE PERSONNEL to receive any transmitted FIRE DISPATCH
SERVICE;
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN
Page 3
3.5. Any and all alleged injuries or losses to the VOLUNTEER FIRE DEPARTMENT
and/or any VOLUNTEER FIRE PERSONNEL arising out of any FIRE DISPATCH
SERVICE provided under this Agreement;
3.6. Any and all alleged failures by the VOLUNTEER FIRE DEPARTMENT or any
VOLUNTEER FIRE PERSONNEL tc comply with any duty or obligation in this
Agreement; and/or
3.7. Any and all other alleged or actual CLAIM based, in any way, upon any
VOLUNTEER FIRE DEPARTMENT or VOLUNTEER FIRE PERSONNEL
services, equipment, or any other event, occurrence, duty, or obligation related or
attendant thereto.
FRANKLIN, 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 VOLUNTEER FIRE DEPARTMENT or any
VOLUNTEER FIRE PERSONNEL.
4. The indemnification right afforded to the COUNTY in this Agreement shall be excess, to
cover CLAIMS over and above any other valid and collectible insurance proceeds available
te the COUNTY under the Fire Dispatch Service Agreement with the VOLUNTEER FIRE
DEPARTMENT (Exhibit 1) applicable to any part of any ultimate net COUNTY and/or any
COUNTY AGENT loss to the extent that any VOLUNTEER FIRE DEPARTMENT promise
to indemnify, pay and hold harmless the COUNTY and/or any COUNTY AGENT as set
forth in that Agreement (Exhibit 1) may become unenforceable or uncollectible, in which
event FRANKLIN 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.
5. All FRANKLIN 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.
6. Except as prcv ided for the benefit of the Parties, this Agreement does not and is net intended
tc 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.
Snbject to the following Paragraph, and unless canceled as provided for in this Paragraph,
this Agreement shall become effective on April 1, 2007 and 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, 202, 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
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN
Page 4
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 ast calendar day orthe
calendar month following the expiration of the 90 calendar day notice period.
8. This Agreement, and any subsequent amendments, shall not become effective prior to the
approval by eeneurrent resolutions of the COUNTY Board of Commissioners and the
FRANKLIN Board. The approval and terms of this Agreement shall be entered into the
official minutes and proceedings of the COUNTY Board of Commissioners and FReANKLIN
Board and also shall be filed with the Office of the Clerk for the COUNTY and the
MUNICIPALITY. 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 tiling of this Agreement with the Secretary of
State.
9. 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.
10, 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 eases, 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 GI- plural number, possessive or noripossessive, shall be deemed
to include the other whenever the context so suggests or requires.
11. 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.
J2. The COUNTY and FRANKLIN 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,
3. This Agreement sets forth the entire contract and understanding between the COUNTY and
FRANKIAN 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 FRANKLIN promise to reimburse the COUNTY or to indemnify
the COUNTY 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 FRANKLIN Board in accordance with the procedures set
forth herein.
21)07-2012 ARE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN
Page 5
IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the
OAKLAND COUNTY SHERIFF, a Michigan Constitutjonal Office re co and accepts
the terms and conditions of this Agreement on this /I day of . 2007.
WITNESS: OAKLAND COUNTY SHERIFF, a Michigan
1
14. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations,
administrative rules, requirements applicable to its activities performed under this
Agreement.
15. This Agreement does not, and is not intended to impair, divest, delegate, or contravene any
constitutional, statutory, and/or other legal right, privilege, power, obligatlon, duty, or
immunity of the Parties.
1r.), 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 !Alai) remain in full force,
17. 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 FRANKLIN
hereby agree and promise to be bound by the terms and provisions of this Agreement.
IN WITNESS WHEREOF, MARK W. JAHNKF. President, VILLAGE OF FRANKLIN
COUNCIL, hereby acknowledges that she has been authorzed by a resolution of the FRANKLIN
VILLAGE COUNCIL (a certified copy of which is attached) to execute this Agreement on behalf
of FRANKLIN and hereby accepts and binds FRANKLIN to the terms and conditions of this
Agreement on this _ day of JL , 2007.
WITNESS: VILLAGE OF FRANKLIN,
a Miehiga- Munici • Corpo ati
BY
MARK W. JAHXK.E, President
IN WITNESS WHEREOF, BEI BULLARD, JR,, Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland
CoEnty 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 Q....c\ day of 7S-ko ,2007.
WITNESS: COUNTY OF OAKLAND, a Michigan
Municipal Corporation
BY:
BILL BULLARD JR.!.
Chairperson, Oakland County Board or
Commissioners
2J07-2412 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN
Page 6
Constituf ffitr
BY:
MICHAEL J JCHARD,
Oakland Count.' Sherif77
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF FRANKLIN
Pap 7
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT
BETWEEN THE COUNTY OF OAKLAND AND
THE VILLAGE OF BINGHAM FARMS
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 VILLAGE OF BINGHAM FARMS,
whose address is 24255 West Thirteen Mile Road, Suite 190, Bingham Farms 48025
("BINGHAM FARMS"). 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, 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 OFFICE"
("0.C.S.0.")
WITNESSETH
WHEREAS, BINGHAM FARMS is authorized by law to provide fire protection service for
its residents; and
WHEREAS, fire protection services are provided to BINGHAM FARMS by the FRANKLIN
VOLUNTEER FIRE DEPARTMENT, INC, a non-profit corporation, pursuant to an agreement
between BINGHAM FARMS and the FRANKLIN VOLUNTEER FIRE DEPARTMENT, INC
("VOLUNTEER FIRE DEPARTMENT);
WHEREAS, in order to provide effective fire protection services for BINGHAM FARMS,
the VOLUNTEER FIRE DEPARTMENT must obtain FIRE DISPATCH SERVICE; and
WHEREAS, the 0.C.S.O. provides police communication and dispatch functions and has the
capability to provide fire dispatch hut, absent an Agreement between the parties, is not obligated
to provide "FIRE DISPATCH SERVICE", as defined in this Agreement, to BINGHAM FARMS
or the VOLUNTEER FIRE DEPARTMENT; and
WHEREAS, the 0.C.S.O, has agree to provide FIRE DISPATCH SERVICE to the
VOLUNTEER FIRE DEPARTMENT pursuant to a separate agreement between the COUNTY
and the VOLUNTEER FIRE DEPARTMENT; and
WHEREAS, BINGHAM FARMS has reviewed the Fire Dispatch Agreement between
OAKLAND COUNTY and the VOLUNTEER FIRE DEPARTMENT (a copy of which is
attached hereto as Exhibit 1) and is fully aware of the terms of the terms and conditions therein;
and
WHEREAS, in consideration of the COUNTY'S promises and efforts under its Fire Dispatch
Agreement with the VOLUNTEER FIRE DEPARTMENT, BINGHAM FARMS agrees to the
following terms and conditions:
NOW THEREFORE, it is mutually awed as follows:
I. 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 quotations marks, or possessive
or nonpossessive, shall be defined, read and interpreted as follows:
2007-20i2 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF BINGHAM FARMS
Page 1
"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.O., which
requests, requires, or, in the sole judgment of the 0.C.S.O. or a COUNTY AGENT,
appears to request or require the presence, attention, or services of any
VOLUNTEER 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.O. or COUNTY AGENT radio
communication, or any attempted radio communication to any VOLUNTEER FIRE
PERSONNEL.
1.2, "VOLUNTEER 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 VOLUNTEER FIRE DEPARTMENT
to provide, supply, support, administer, or direct any fire or emergency related
services and/or any persons acting by, through, under, or in concert with any of them;
or any VOLUNTEER FIRE DEPARTMENT official, officer, employee or agent
whose job duties may include the receipt of any 0.C.S.O. FIRE DISPATCH
SERVICE.
1.3. "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 Many
time during the term of this Agreement but, for any reason, is no longer employed,
appointed, or elected in his/her previous capacity.
1.4. "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.
2. BINGHAM FARMS agrees that if the VOLUNTEER FIRE DEPARTMENT lids, for any
reason, to timely pay the County the amounts required under its Fine Dispatch Agreement
with the COUNTY (as set forth in Exhibit I), the VILLAGE 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 BINGHAM FARMS), the State of
Michigan is authorized to withhold any funds due BIN GHAM FARMS from the State, and
assign those funds to partially or completely offset any deficiency by the VOLUNTEER
FIRE DEPARTMENT to the COUNTY. Such funds shall be paid directly to the COUNTY.
2007-2012 ARE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OP OAKLAND, THE VILLAGE OF BINGHAM FARMS
.1.
Page 2
Further, BINGHAM FARMS waives any claims against the State or COUNTY, or their
respective officials, for any such amounts paid to the COUNTY.
Should the VOLUNTEER FIRE DEPARTMENT fail for any reason to timely pay the
COUNTY the amounts required under the Fire Dispatch Agreement between the COUNTY
and the VOLUNTEER FIRE DEPARTMENT (as set forth in Exhibit 1), the County
Treasurer shall be entitled to set-off and retain any amounts due BINGHA/vi FARMS from
Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due BINGHAM
FARMS in the possession of the COUNTY, to partially or completely offset any deficiency
by the VOLUNTEER FIRE DEPARTMENT unless expressly prohibited by law. Such a
transfer shall be considered an assignment by BINGHAM FARMS to the COUNTY. Further,
BING HAM FARMS waives any claims against the COUNTY, or its officials, for any such
amounts paid to the COUNTY.
Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue
any other legal remedies against BINGHAIvl FARMS 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 VOLUNTEER FIRE DEPARTMENT
becomes delinquent in its payments.
The COUNTY agrees that it will give BINGHAM FARMS at least thirty (30) days written
notice of the VOLUNTEER FIRE DEPARTMENT'S failure to pay amounts required under
the Fire Department Dispatch Agreement attached as Exhibit l before the COUNTY may
exercise the payment recovery options set forth in this Paragraph 2 and that if BINGHAM
FARMS pays the amounts owed by the VOLUNTEER FIRE DEPARTMENT within that
time period, that the COUNTY shall not exercise those payment recovery options for that
payment default.
3. Except as otherwise provided in this Paragraph and subject to the limitations in Paragraph 4,
and to the extent provided by law, BINGHAM FARMS 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 error, injury, mistake, negligent, or intentional act or omission by the
VOLUNTEER FIRE DEPARTMENT and/or any VOLUNTEER FIRE PERSONNEL,
including, but not limited to:
3.). Any and all alleged breach of any legal duty to any person by the VOLUNTEER
FIRE DEPARTMENT or any VOLUNTEER FIRE PERSONNEL;
3.2. Any and all alleged VOLUNTEER FIRE DEPARTMENT or VOLUNTEER 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;
3.3. 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 VOLUNTEER FIRE DEPARTMENT;
2001.2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF BINGHAM FARMS
Page 3
14. Any and all alleged failures by the VOLUNTEER FIRE DEPARTMENT or any
VOLUNTEER FIRE PERSONNEL to receive any transmitted FIRE DISPATCH
SERVICE;
3.5. Any and all alleged injuries or losses to the VOLUNTEER FIRE DEPARTMENT
and/or any VOLUNTEER FIRE PERSONNEL arising out of any FIRE DISPATCH
SERVICE provided under this Agreement;
3.6. Any and all alleged failures by the VOLUNTEER FIRE DEPARTMENT or any
VOLUNTEER FIRE PERSONNEL to comply with any duty or obligation in this
Agreement; and/or
3.7. Any and all other alleged or actual CLAIM based, in any way, upon any
VOLUNTEER FIRE DEPARTMENT or VOLUNTEER FIRE PERSONNEL
services, equipment, or any other event, occurrence, duty, or obligation related or
attendant thereto.
BINGHAM FARMS, however, shall not be obligated to pay any portion of any court-ordered
final judgment or award for which a WIZ 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 VOLUNTEER FIRE
DEPARTMENT or any VOLUNTEER FIRE PERSONNEL.
4. The indemnification right afforded to the COUNTY in this Agreement shall be excess, to
cover CLAIMS over and above any other valid and collectible insurance proceeds available
to the COUNTY under the Fire Dispatch Service Agreement with the VOLUNTEER FIRE
DEPARTMENT (Exhibit I) applicable to any part of any ultimate net COUNTY and/or any
COUNTY AGENT loss to the extent that any VOLUNTEER FIRE DEPARTMENT promise
to indemnify, pay and hold harmless the COUNTY and/or any COUNTY AGENT as set
forth in that Agreement (Exhibit I) may become unenforceable or uncollectible, in which
event BINGHA.M FARMS 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.
5. All BINGFIANI FARMS 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.
6. 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.
7. Subject to the following Paragraph, and unless canceled as provided for in this Paragraph,
this Agreement shall become effective on April I, 2007 and upon execution by both parties,
and shall remain in effect continuously until it expires, without any further act or notice being
200T-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF BINGHAM FARMS
Page 4
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 (9(I) 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.
8. 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
BINGHAM FARMS Board. The approval and terms of this Agreement shall be entered into
the official minutes and proceedings of the COUNTY Board of Commissioners and
BINGHAM FARMS Board and also shall be filed with the Office of the Clerk for the
COUNTY and the MUNICIPALITY. 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 Secrete!), of State.
9. 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.
10, 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 die 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.
11. 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.
12. The COUNTY and BINGHAM FARMS 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.
13. This Agreement sets forth the entire contract and understanding between the COUNTY and
BLNGHAM FARMS 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 BINGHAM FARMS promise to reimburse
the COUNTY or to indemnify the COUNTY shall remain effective and enforceable for any
CLAIM arising or occurring during any prior contract period. This Agreement shall not be
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY Of OAKLAND, THE VILLAGE OF BINGHAM FARMS
Page 5
BINGHAM FARMS,
a Michigin Munipal Corporation
e2,440-7,7
.7k-Nt BAUER, President
changed or supplemented orally. This Agreement may be amended only by concurrent
resolutions of the COUNTY Board of Commissioners and the BINGHAM FARMS Board in
accordance with the procedures set forth herein.
14. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations,
administrative rules, requirements applicable to its activities performed under this
Agreement.
15. 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 s duty, or
immunity of the Parties,
16. 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,
17. 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 BINGHAM
FARMS hereby agree and promise to be bound by the terms and provisions of this
Agreement.
IN WITNESS WHEREOF, MARY JANE BAUER, President, VILLAGE OF BINGHAM
FARMS BOARD OF TRUSTEES, hereby acknowledges that she has been authorized by a
resolution of the BINGHAM FARMS TRUSTEES (a certified copy of which is attached) to
execute this Agreement on behalf of131NGHAM FARMS and hereby accepts and binds
B/NGHAM FARMS to the terms and conditions of this Agreement on this 9"C day of
, 2007.
WITNESS:
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 hinds the Cl OF OAKLAND to the terms and conditions of this Agreement
on this // day of •..,r1 2007.
f
WITNEAS: 1/ COUNTY OF OAKLAND, a Michigan
Municipal Corporation
By: L'U iikeitV
BILL BULLARD, JR.,
Chairperson, Oakland County Board of
Commissioners
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF BINGHAM FARMS
Page 6
IN WITNESS WHEREOF, MICHAEL 1. BOUCHARD, in his official capacity as the
OAKLAND COUNTY SHERIFF, a Michigan Constinpnal Office-prep, concurs and accepts
the terms and conditions of thi§Agreement on this // day of , 2007.
OAKLAND COUNTY SHERIFF, a Michigan
Constitutiong4ffic
r rie BY:
MICHAEL J. BCSOCHARD,
Oakland County Sheriff
CANrPoi1bl\imanage\DOVRF.0949.538_2.DOC
2007-2012 FIRE DISPATCH SERVICE SUPPORT AGREEMENT BETWEEN
AND THE COUNTY OF OAKLAND, THE VILLAGE OF BINGHAM FARMS
Page 7
Resolution #07207 August 30, 2007
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. ',11207) September 20, 2007
3Y: Fhancc Committee, Mike Rogers, Chairperson
IN RE: SHERIFE".S OFFICE - FIRE DISPATCH CONTRACT EXTENSION FOR FRANKLIN
BINGHAM FIRE DEPARTMENT FOR 200?-2012
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to RulE! XII-C of this Board, the Fnance Committee has reviewed the
above referenced resolut ton and finds:
-1, The Franklin-Bingham Fire Department is requesting the Oakland
County Sheriff's Office provide Fire Dispatch Service from January
1, 2007 throuch March 31, 2012,
2. MiEcellaneous Resolution #07076 approved standard fire dispatch
rates :.or the period April 1, 2007 through Marc'h 31, 2012 and this
contra ct is con*istont with the approved rate structure.
3. The agreement states monthly rates as follows: April 1, 2007 - March
31, 2008 - $595.18; Apr:L1 1, 2008 - March 31, 2009 - $636.73; April
1, 2009 - March 31, 2010 - $684.00; April. 1, 20:0 - March 31, 2011 -
$704.66 and April 1, 2011 - March 31, 2012 -
4. Revenue for this contract was included in the FY 2008/FY 2009 Budget
and therefore no budget amendments are recommended.
FINANCE COMM:TH.2
FINANCE COMMYTTEE
Motion carr:..ed unanimously on a roll call vote with Woodward
absent.
"M.
I WM APPROVE THE FORM MOON
*7/ 2-1-e/e0
Resolution #07207 September 20, 2007
Moved by Gosselin supported by Suarez the resolutions (with fiscal notes attached) on the amended Consent
Agenda oe adopted.
AYES: Burns. Coleman, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Gregory,
Greimel. Hatchett, Jacobsen, KowaII, Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector,
Suarez, W000ward, Zack, Bullard. (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution with fiscal notes attached) on the amended Consent
Agenda were adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND,
I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that tne foregoing resolution is a true arid
accurate copy of a resolution adopted by the Oakland County Boom of Commissioners on September
20. 2007, with the original recoro 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 20th day of September. 2007.
Ruth Johnson. County Cierk