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HomeMy WebLinkAboutResolutions - 2011.05.19 - 18274MISCELLANEOUS RESOLUTION #1110,2 May 19, 2011 BY: Planning and Building Committee, David Potts, Chairperson IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — REQUEST FOR APPROVAL OF COMMUNICATION LICENSE AGREEMENT WITH ADDISON TOWNSHIP FOR PLACEMENT OF RADIO COMMUNICATION EQUIPMENT ON RADIO TOWERS AND REAL ESTATE OWNED BY OAKLAND COUNTY IN ADDISON TOWNSHIP, MICHIGAN To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS, Oakland County is the owner of certain radio towers, facilities and real property located in Addison Township, Michigan; and WHEREAS, Addison Township presently owns and operates its own fire department communication system; and WHEREAS, to improve and enhance its fire department communication system coverage area Addison Township has requested authorization from Oakland County to relocate its existing communication equipment to available space on radio communication towers owned by Oakland County located in Addison Township; and WHEREAS, under the terms and conditions of the attached License Agreement, Addison Township will at its expense install, repair ; operate and maintain communication equipment inclusive of antennae, related equipment on existing radio towers, equipment shelters and real estate owned by Oakland County located in Addison Township, Michigan; and WHEREAS, Addison Township shall pay no rent or license fee for use of said radio towers, equipment shelters and real estate owned by Oakland County; and WHEREAS, it is the recommendation of the Departments of Facilities Management and Information Technology that the Oakland County Board of Commissioners accept and approve the terms and conditions of the attached License Agreement between the County of Oakland and Addison Township; and WHEREAS, the Departments of Facilities Management, Information Technology, and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached license agreement. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and authorizes the attached Communication License agreement between the County of Oakland and Addison Township. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its Chairperson or his designee to execute the attached license agreement and any other documents related to the attached license between the County of Oakland and Addison Township. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE PLANNING & BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Gosselin and Crawford absent. Oakland County Department of Facilities Management 5/10/2011 Approval of Communications License Agreement with Addison Township Pursuant to Oakland County Board of Commissioner's rules and procedures for purchase or lease of real property the Departments of Facilities Management and Information Technology are seeking Board of Commissioners approval of the attached Communication License Agreement with Addison Township for placement of radio communication equipment inclusive of antennae and related communication equipment on existing radio towers, equipment shelters and real estate owned by Oakland County located in Addison Township, Michigan. The purpose of this request is to improve and enhance the communication coverage area of the existing township fire department communication system. Commencement date of Agreement: Upon execution by the parties. Term: Initial term five years. License shall be automatically extended for three additional five year terms. Termination: Upon 180 days notice by either party. Rent or License Fees: None. Recommendation It is the recommendation of the Departments of Facilities Management and Information Technology that the Board of Commissioners approve and accept the attached License Agreement between the County of Oakland and Addison Township located at 1000 Noble Road, Leonard, Michigan. IVIU11J/ 3/ 11 COMMUNICATIONS LICENSE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE TOWNSHIP OF ADDISON THIS COMMUNICATION LICENSE AGREEMENT ("Agreement") is entered into by and between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation ("Licensor"), 1200 North Telegraph, Pontiac, Michigan 48341 and the Township of Addison, 1440 Rochester Road, Leonard, Michigan 48367 ("Licensee") on April 30,2011. In this Agreement, either Licensor or Licensee may also be referred to individually as a "Party" or jointly as the "Parties." INTRODUCTON Whereas, Licensor owns certain towers, facilities and real property ("collectively known as Sites") at which Licensee desires to install and maintain communications equipment ("collectively know as Equipment"); and Whereas, this Agreement will contain the general terms and conditions which will govern the Parties responsibilities; and Whereas, the Parties will execute a separate Addendum to this Agreement for each Site where Licensee has located or desires to locate Equipment; and Whereas, each Addendum shall be incorporated into this Agreement and shall set forth the specific terms and conditions for each Site, including location of equipment and price; and NOW THEREFORE, the Parties agree to the following terms and conditions: §1. GRANT OF LICENSE AND FEE PAYMENT REQUIREMENTS 1.1. Licensor grants Licensee, a revocable, non-proprietary, non-exclusive license to access and place Licensee's Equipment on or at the Sites as fully described in each Addendum this Agreement. Licensor and Licensee shall execute an Addendum for each Site at which Licensee locates it Equipment. Each such Addendum shall be fully incorporated into this Agreement. 1.2. This Agreement shall commence on ("Commencement Date") and end on the fifth (5th) anniversary of the Commencement Date, unless terminated and/or cancelled sooner pursuant to the terms of this Agreement ("Tenn"). If the Parties execute an Addendum after the execution of this Agreement, the same Term or Renewal Term shall apply to that Addendum. Master License Agreement 1 1.3. This Agreement shall be automatically renewed for three (3) additional five (:5) year periods ("Renewal Term"), unless Licensee provides Licensor wriuen noric- of its intent not to renew this Affreement within ninety (90) days before the expiration of the Term or Renewal Period. The terms and conditions of each Renewal Term shall be the same. The Renewal Term shall commence upon expiration of the Term or the Renewal Term and shall apply to all Addenda to this Agreement, no matter when executed. USE OF LICENSOR SITES 2.1. Licensee shall use the Sites, as set forth in each Addendum, for the installation, operation, and maintenance of its Equipment which shall transmit and receive telecommunications and uses incidental thereto and for no other uses. 2.2. Licensor may permit others to use other portions of the Sites. 2.3. Licensee shall be responsible for obtaining any utility service to Site that it desires. Licensee must have all utility work pre-approved by Licensor and all utility work performed by a contractor pre-approved by Licensor; such approval will not be unreasonably withheld. Licensee shall pay, when due, all of its utility charges for the Site. 2.4. Notwithstanding any other provision of this Agreement, if Licensee should cause any modifications, alterations, or changes to the Sites or make any installations, replacements or repairs to Equipment in violation of this Agreement or applicable law, then Licensor, in its sole discretion, may terminate and/or cancel that particular Addendum without notice. Licensee shall pay to Licensor all costs and expenses necessary to restore the Sites to the condition prior to those changes and Licensee shall pay to Licensor a service fee of Five Thousand and 00/100 Dollars ($5,000.00). §3. EQUIPMENT 3.1. Prior to installing any Equipment on or at the Sites, Licensee, at its own expense, shall have the Sites, specifically the tower, evaluated for load-bearing capacity and for the tower's ability to accept Licensee's Equipment without causing diminishment of the tower's structural integrity. Such evaluation shall be done by a contractor approved by the Licensor. Licensee shall provide a copy of the evaluation to Licensor at no cost. Prior to installing Equipment on the tower, Licensor may require Licensee at its expense to perform an interference study indicating whether Licensee's intended use will interfere with any existing cormnunications equipment at the Site. 3.2. If the evaluation or study required by Section 3.1 indicate that the proposed Equipment or the additional or replacement Equipment will interfere with or affect the load-bearing capacity of the tower, diminish the tower's structural integrity, or cause interference with any equipment already on the tower, then such Equipment shall not be installed and this Agreement may be terminated by Master License Agreement 2 §2. Licensor, in its sole discretion, unless Licensor approves such installations in writing. 3.3. Licensee shall install and maintain, at its sole cost and expense, all Equipment on or at the Sites in accordance with good engineering practices and in accordance with all applicable laws, regulations, rules and ordinances, including but not limited to, FCC rules and regulations. 3.4. Within thirty (30) days after the Commencement Date, Licensee shall provide Licensor with as-built drawings, which show the actual location of all Equipment and improvements consistent with each particular Addendum. Said drawings shall be accompanied by a complete and detailed inventory of all Equipment and personal property located on or at the Site. 3.5. Any damage done to the Sites during installation or during operation shall be repaired or replaced within ten (10) business days of written notice by Licensor at Licensee's expense and to Licensor's satisfaction. 3.6. Licensee may update or replace its Equipment located on or at any Site from time to time with the prior written approval of Licensor; consent will not be unreasonably withheld, provided that the replacement Equipment on or at the Site is not greater in number or size than the existing Equipment. Licensee shall submit to Licensor a detailed proposal for any such replacement Equipment and any supplemental materials as may be requested, for Licensor's evaluation and approval. Licensee may not add additional Equipment or change the Equipment from that shown on each Addendum without the prior written approval of the Licensor. 3.7. Licensee's Equipment shall not cause interference with Licensor's equipment on or at the Sites, even though Licensee's Equipment was located on or at the Sites prior to Licensor's Equipment. Notwithstanding any other provision of this Agreement, if Licensee's Equipment causes such inference, Licensee shall, upon forty-eight (48) hours written notice from Licensor, cease transmitting on the frequencies or equipment causing the interference. Before Licensee commences transmitting on the frequencies or equipment causing the interference, Licensee shall demonstrate to Licensor's satisfaction that the interference is corrected and eliminated. If such interference is not corrected and eliminated within sixty (60) days, Licensor, in its sole discretion, may terminate and/or cancel this Agreement. 3.8. Licensee recognizes the potential for broadcast and electronic interference inherent in multiple uses of the Sites and the need to cooperate with each user in preventing the occurrence of interference and promptly eliminating it, if it occurs. 3.9. Licensor does not guarantee to Licensee subsequent noninterference with Licensee's equipment and communications operations, Licensor agrees that any subsequent licenses for collocation onto this Site will recognize Licensee's use as pre-existing. In the event any after-installed licensee equipment causes Master License Agreement 3 interference to another licensee's pre-existing use and after Licensee has been notified in writing of such interference, Licensee will take all commercially reasonable steps necessary to correct and eliminate the interference, including but not limited to, powering down such equipment and later powering up such equipment for intermittent testing. 3.10. Any Equipment used by Licensee shall meet Licensor's requirements regarding the Sites. All transmitters shall be equipped with the appropriate isolators, cavities, filters, and/or other devices as deemed necessary by Licensor either at installation or within thirty (30) days after written notification by Licensor in order to minimize radiation, intermodulation, and/or other interference in conformance with generally accepted good engineering practices. Licensor assumes no liability for any actions or omissions pursuant to this Section. 3.11. All of Licensee's Equipment shall meet and be maintained at current R56 standards for lightning protection, surge protection, and grounding. 3.12. Licensee's Equipment will comply with all applicable current and future Federal communications Commission ("FCC"), Occupational Safety and Health Administration ("OSHA"), Michigan Occupational Safety & Health Administration ("MIOSHA") and Licensor's guidelines for human exposure to Electromagnetic Energy ("EME") at the Sites at the controlled level. Licensee will provide Licensor with all relevant information necessary for mandatory placards via the Actual Documentation method, and will apprise Licensor of and relevant change in Equipment, frequency, or power throughout the term of the Agreement. Licensee shall provide the following information to Licensor: transmitter frequency by antenna mount, power out of transmitter, network loss between transmitter and antenna, antenna characteristics and specifications, antenna location and standoff, uptime characteristics, and layout of antenna field. All necessary measurements and placards shall be at the Licensee's expense. 3.13. Licensee shall provide Licensor with documentation of Licensee's EME Safety Plan and Procedures and shall provide documentation that all Licensee's employees or contractors vv-ho enter the ,Sites have been trained in EME awareness and Site standards prior to accessing the Site and retrained upon any revision of EME regulations. 3.14. Licensee's employees and contractors who enter the Sites shall obey all posted signs and shall wear personal RF monitors and personal protective equipment as required by law. 3.15. Equipment Maintenance. 3.15.1. Licensee shall, at its own expense, maintain any Equipment on or at the Sites in a safe condition, in good repair, in a manner suitable to Licensor, and so as not to conflict with the use of other entities located on or at the Sites. Master License Agreement 4 3.15.2. Licensee shall have sole responsibility for the maintenance, repair, and security of its Equipment and personal property, and shall keep the same in good repair and condition during this Agreement. 3.15.3. Licensee shall keep the Sites free of debris and anything of a dangerous, noxious or offensive nature which would create a hazard or undue vibration, heat, noise, or interference. 3.15.4. Any installment, replacement, repair, or removal of any or all of Licensee's Equipment, including but not limited to, equipment cabinets, transmission lines, antennas, electrical service or meters, shall be performed by contractors approved by Licensor. Licensee shall be responsible for paying all charges related to installation, replacement, repair, or removal of any Equipment. 3.16. Before Licensee installs any Equipment on or at the Sites and at all times while the Licensee has any Equipment installed on or at the Sites, upon request by Licensor, Licensee shall furnish to the Licensor satisfactory evidence that Licensee has complied with all state, federal, or local laws, regulations, rules, and requirements that apply to the installation and operation of Licensee's Equipment. Upon request by Licensor, Licensee shall provide Licensor documentation that frequencies used at the Sites are lawfully licensed to Licensee by the FCC. 3.17. Licensor or its Agent shall have the right, at any time during this Agreement, to inspect Licensee's Equipment upon three (3) days written notice in order to ensure that Licensee is complying with the terms of this Agreement. Licensor shall also have the right to inspect Licensee's Equipment for the purposes of evaluating and testing for any interference problems. By signing this Agreement, Licensee acknowledges that Licensor has the right, either with or without prior notice or consent of Licensee, to admit officials of the FCC or any other governmental agency to the Sites for the purpose of inspection. §4. LIMITATION OF LIABILITY 4.1. This Agreement is made with the express understanding that whenever Licensor is required, whether prior to or dm-Mg the term of this Agreement, and whether voluntary or required hereunder, to make any approval, representation, or requirement regarding Licensee's Equipment, including, but not limited to location, placement, compatibility, electromagnetic interference, repairs, replacements, modifications, or alterations thereto, THAT LICENSOR MAKES NO WARRANTY WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, IN LAW OR IN EQUITY. Licensee acknowledges that it is not relying on Licensor's skill or judgment and has not consulted with Licensor to select or furnish any of Licensee's Equipment. Master License Agreement 5 4.2. There are absolutely no warranties made by Licensor relating to Licensee's Equipment or any replacements, repairs, modifications, or alterations of said Equipment. 4.3. Licensor shall have no liability to Licensee for any loss or damage due to personal injury, property damage, libel, slander or imperfect, defective or unsatisfactory communications experienced by Licensee. 4.4. Licensor shall not be liable to Licensee for any expenses or lost revenues associated with Licensee's failure to complete installation of its Equipment or for failure of Licensee's Equipment to be operational. 4.5. In no event shall the Licensor be liable to the Licensee for special, indirect, or consequential damages, including, but not limited to, lost profits, lost business, lost customers, damage to business reputation, or lost business opportunities in connection with this Agreement. §5. DEFINITION OF CLAIMS AND AGENTS 5.1. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, fines, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement and/or any other amounts or liabilities of any kind whatsoever which are imposed on, incurred by or asserted against Licensor, and/or any Agent of Licensor, as defined below, or for which Licensor, and/or any Agent of Licensor may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential. 5.2. "Agent" or "Agents" shall be defined to include any of Licensor's elected officials, appointed officials, directors, board members, council members, commissioners, authorities, boards, committees, commissions, employees, departments, divisions, volunteers, representatives, and/or any such person's successor(s) (whether such persons act or acted in their personal representative or officinl capacities), and/or any person(s) acting by, through, under, or in concert with any of them, excluding Licensee and/or any of Licensee's Agents, independent contract professionals or employees. "Agent" or "Agents" shall also include any person who was an Agent of Licensor at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. §6. INSURANCE 6.1. Prior to the installation of Licensee's Equipment, and at all times during this Agreement, the Licensee, at its sole cost and expense, shall purchase and maintain the following insurance coverage(s) in the minimum amounts indicated and provide Licensor with appropriate certificates of insurance. 6.1.1. One Million and 00/100 Dollars (S1,000,000.00) combined single limit per Master License Agreement 6 occurrence, and Three Million and 00/100 Dollars ($3,000.000.00) annual aggregate Comprehensive General Liability, including broad form contractual coverage. These policies and/or protection(s) will provide that the Licensor, and/or any Licensor Agent, as defined in this Agreement, must be named as additional insured with respect to any Claim(s) as defined in this Agreement, or any Claim(s) arising out of this License Agreement, subject to standard policy provisions and exclusions. 6.1.1 Workers' Compensation as required by law: Coverage B - Employers' Liability in the minimum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00). 6.1.3. One Million and 00/100 Dollars ($1,000,000.00) Combined Single Limit Automobile Liability, including coverage for hired and leased vehicles and owned and non-owned autos, with No-Fault coverage as required by law. If no vehicles are owned or leased by Licensor then non-owned and hired car coverage will be required in lieu of auto fleet coverage. 6.2. Licensee shall assure that all of its contractors, and/or any other agent serving Licensee under this Agreement, shall have the insurance coverage set forth in 6.2.1., 6.2.2., and 6.2.3. Licensee shall be responsible for obtaining certificates of insurance from its contractors and/or any other agent performing services for Licensee on or at the Sites for review by Licensor. 6.2.1. Comprehensive General Liability, including broad form contractual coverage, of at least One Million and 00/100 Dollars ($1,000,000.00) per occurrence, One Million and 00/100 Dollars ($1,000,000.00) annual aggregate. 6.2.2. Workers' Compensation as required by law: Coverage B - Employers' Liability in the minimum amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00). 6.2.3. One Million and 00/100 Dollars ($1,000,000.00) Combined Single Limit Automobile Liability, including coverage for hired and leased vehicles, and owned and non-owned autos, with No-Fault coverage as required by law. If no vehicles are owned or leased by the agent, non-owned and hired car coverage will be required in lieu of auto fleet coverage. 6.3. All certificates of insurance provided by Licensee shall contain the following clauses: 6.3.1. "Any insurance coverage afforded the County, and/or any County Agent, and the additional insured shall apply as primary as relates to Licensee operations and not excess to any insurance issued in the name of the County, and/or any County Agent, or any of the additional insured in this respect." Master License Agreement 7 6.4. Licensee shall provide Licensor at least thirty (30) days notice of cancellation of any policy for which certificates of insurance, bonds, or other required documents are provided to Licensor, ten (10) days notice shall apply to cancellations due to non-payment. These certificates must be provided to the Oakland County Risk Management & Safety Division no less than ten (10) working days after the Commencement Date of this License Agreement and at any time thereafter, upon reasonable request. 6.4.1. The insurance company(ies) issuing the policy or policies shall have no recourse against the County, and/or any County Agent, or the additional insured for payment of any premiums or for assessments under any form of policy. 6.4.2. Any and all deductibles and/or self-insured retention in the above- described insurance coverage shall be assumed by, and be for the account of, and at the sole risk of, the Licensee. §7. WAIVER OF SUBROGATION Each party to this Agreement mutually agrees to waive its right of subrogation against the other Party for first party losses covered by insurance for the Sites or its contents, including but not limited to, fire, lightning, vandalism, aircraft damage, and explosion. §8. ALLOCATION OF RISK 8.1. Each Party shall be responsible for any Claim made against that Party by a third party, and for the acts of its employees or agents arising under or related to this Agreement. 8.2. In any Claim that may arise under or relate to this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 8.3. Neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any Claim. §9. DAMAGE OR DESTRUCTION OF THE SITE 9.1. If the Site or any portion thereof is altered, destroyed or damaged so as to materially hinder effective use of Licensee's Equipment, through no fault or negligence of Licensee, Licensee may elect to terminate this Agreement upon thirty (30) days written notice to Licensor. If Licensee chooses to terminate this Agreement, Licensee shall promptly remove the Equipment, if possible, from the Site. However, this License (and Licensee's obligation to pay License Fee) shall not lel mMate until Licensee's fulfillment of the obligations set forth in the preceding sentence, then at that time Licensee shall be entitled to the reimbursement of any License Fee prepaid by Licensee and the Agreement shall terminate. Master License Agreement 8 9.2. During such period that the Site shall be unusable and Licensee chooses not to terminate this Agreement, Licensee, at its own expense and if possible, may relocate its operations to another location at the Site ("Temporary Site"), as mutually agreed by Licensor and Licensee. The Temporary Site shall not interfere with the operations of the Licensor or any of its programs. Once such relocation is complete, either temporary or permanent, the term "Site", as used in the Agreement, shall: (i) include the space to which Licensee has relocated its operations, and (ii) no longer include any portion of the original Site from which Licensee has removed its Equipment and operations. §10. CANCELLATION AND/OR TERMINATION 10.2. Upon termination and/or cancellation of this Agreement, Licensee shall cause all Equipment on or at the Site to be removed by a contractor authorized by Licensor and at the time and manner approved by Licensor. Such removal shall take place no later than thirty (30) days after the date of termination and/or cancellation of this Agreement. If Licensee fails to remove the Equipment as required in this Paragraph, Licensor may remove the Equipment and charge the costs associated with the removal to the Licensee. 10.3. Upon termination and/or cancellation of this Agreement, Licensee at its expense, shall repair or cause to be repaired all damage to the Site caused by Licensee by a contractor authorized by Licensor and in a time and manner authorized by Licensor, except for normal wear and tear. 10.4. If the Licensor or Licensee terminates and/or cancels this Agreement, the terminating Party shall not be liable for any direct, indirect, special, or consequential damages including, but not limited to, future loss of income, profits, revenues, or any economic benefit the other Party may have realized but for the termination and/or cancellation. 10.5. The Licensor or Licensee shall not be obligated to pay a termination/cancellation fee if the Agreement is cancelled and/or terminated as provided in this License Agreement. §11. ASSIGNMENT AND SUBLETTING Licensee may not assign or otherwise transfer all or any part of its interest in this Agreement without the prior written consent of Licensor; provided, however, this Master License Agreement 9 9.3. Notwithstanding any other provision of this Agreement, if the Site or any portion thereof is altered, destroyed, or damaged, Licensor shall have no obligation to repair or replace the Site. The Licensor, in its sole discretion, will determine whether to repair or replace the Site. 10.1. Either Party may terminate and/or cancel this Agreement or any part thereof, at any time, for any reason upon one hundred and eighty (180) days notice to the other Party. The effective date for termination and/or cancellation shall be clearly stated in the notice. 11.1. Agreement may be sold, assigned, or transferred by Licensee without prior written consent of Licensor to the Licensee's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of Licensee's assets or ownership interest by reason of a merger, acquisition, or other business reorganization. In the event, Licensee assigns its interest pursuant to the terms of the Agreement, Licensee shall provide Licensor written notice containing the assignee's full name, address, and the name of the assignee's contract administrator. 11.2. Licensor may assign this Agreement upon written notice to Licensee, subject to the assignee assuming all of Licensor's obligations herein. 11.3. The rights and obligations under this Agreement shall not be diminished in any manner by assignment by Licensee. Any assignment or transfer by Licensee must include a requirement that the assignee will comply with the rights and obligations contained in this Agreement. §12. ACCESS BY LICENSEE 12.1. While this Agreement is in force, Licensee shall have non-exclusive, continuous seven (7) days per week and twenty-four (24) hours a day access to Licensee's Equipment, provided however, if Licensee needs access, at any time, to its Equipment located in Licensor's Equipment Shelter/Building, Licensee shall be escorted by an employee of Licensor. Licensor shall provide Licensee with a contact number for 24/7 contact or assistance. 12.2. Licensee shall supply Licensor with a list of Licensee's subcontractors that will have access to Licensor's Sites. Such subcontractors shall carry with them at all times personal and employment identification while at the Sites. All individuals listed on Licensee's access list may be subject to security clearance by the Licensor, in its sole discretion, and may be denied access to Sites in the Licensor's sole discretion. 12.3. Licensee is solely responsible for all costs associated with access to the Sites outside normal business hours or if a Licensor employee is required to accompany Licensee at the Site (at any time), including but not limited to, overtime wages for Licensor's employees and agents. Licensee shall promptly pay all costs upon invoice by Licensor. §13. ENVIRONMENTAL REQUIREMENTS Except as otherwise provided by law, and except for any back-up generator or fuel for such generator located at the Site, Licensee shall not bring onto the Sites any hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof), battery spillage or acid and battery byproducts and the vapor expulsion of toxic fumes from mishandling or improper care and maintenance of batteries and backup of power equipment, or utilize any underground storage tanks (collectively "Environmental Hazards"). For purposes of this Agreement, the term Master License Agreement 10 "Hazardous Substances" shall be defined in the comprehensive environmental response, Compensation and Liability Act (42 U.S.C. §9601, et seq.), and any subsequent or amended regulations thereto. The term "Hazardous Wastes" shall be as defined in the Resource Conversation and Recovery Act (42 U.S.C. §6901, et seq.), and any subsequent or amended regulations thereto. The term "Pollutants'' shall be as defined in the Clean Communications Act (33 Li .S.C. §1251, et seq.), and any subsequent or amended regulations thereto. §14. CONDITION OF SITES 14.1. Licensee acknowledges that it has been afforded a complete and full opportunity to inspect, investigate, and review the Sites in order to determine if the Sites are appropriate for Licensee's use. Licensee further acknowledges that after said review or opportunity to review, it accepts the Sites "AS IS". 14.2. Licensor shall not be liable for any fine, forfeiture, or other assessment issued by the FCC against Licensee or for any other fines or assessments issued by any other governmental agency, in connection with Licensee's use of the Sites. 14.3. Licensee's use of the Sites shall comply with all applicable state, local, and federal laws, ordinances, and regulations, including but not limited to, electrical and fire codes, and any and all rules and regulations. 14.4. Licensee's Equipment complies with all applicable state, local, and federal laws, ordinances, and regulations, including but not limited to, electrical and fire codes, and any and all rules and regulations. §15. CONDEMNATION If all or part of the Sites are condemned or transferred in lieu of condemnation, Licensee may terminate this Agreement as of the date of the condemnation or transfer in lieu of condemnation by giving notice to Licensor no more than forty-five (45) days following the date of condemnation or transfer in lieu of condemnation. If Licensee chooses not to terminate this Agreement, the License Fee shall be reduced or abated in proportion to the actual reduction or abatement of use of the Site. §16. SERVING WRITTEN NOTICE Any notice required to be served pursuant to this Agreement shall be in writing. Notices shall be deemed served when they are personally delivered to the representative of the Party authorized below to receive such notices or by mailing such notices, certified or registered mail, with pre-paid postage to the address set forth below. If the mail is used, then the date the notice is deemed served is the date of mailing. If either Party fails or refuses to accept any delivered or mailed notification pursuant to this Agreement, then service of said notice shall be deemed waived and no further attempt to serve said notice shall be required. Faxing of notices during normal business hours, Monday through Friday 8:00 a.m. to 5:00 p.m. (not holidays), is acceptable if a confirmation notice can be provided to the other Party (upon request) indicating that the faxed notice was received. Any change in company ownership, personnel, or Department responsibility in Master License Agreement 11 administering this Agreement shall be submitted to Licensor within thirty (30) days of the change. The persons to whom any notices are to be sent are: The Licensor: Oakland County, Radio Communications, 1200 N. Telegraph Rd., Bldg. 16 East, Pontiac, MI 48341 and Office of Corporation Counsel 1200 N. Telegraph Rd., Bldg. 14 East Pontiac, MI 48341-0419 The Licensee: Addison Township Attention: Fire Chief 1440 Rochester Road Leonard, Michigan 48367 §17. HEADINGS The terms and conditions of this Agreement are contractual and not a mere recital. The paragraph headings used throughout this Agreement are provided for reader convenience only and shall not be controlling in the interpretation of this Agreement. §18. INVALID PROVISION The invalidity or unenforceability of any paragraph(s) or subparagraph(s) of this Agreement shall not affect the validity or enforceability of the remainder of this Agreement or the remainder of any paragraph(s) or subparagraph(s). This Agreement shall be construed in all respects as if any invalid or unenforceable paragraph(s) or subparagraph(s) were omitted. §19. GOVERNING LAW AND VENUE This Agreement shall be construed in accordance with, and subject to, the laws of the State of Michigan. To the extent provided by law, any action at law, suit in equity or other judicial proceeding for the enforcement of this License Agreement or any provision thereof shall only be instituted in the Oakland County Circuit Court, a District Court located in Oakland County, or the United States District Court For The Eastern District Of Michigan, depending on the nature of the Claim(s). §20. AMENDMENT This Agreement may not be changed, modified, amended, or altered, except by an agreement in writing, signed by both Parties. §21. SUCCESSION This Agreement is binding upon the Parties and shall be binding upon their successive heirs, representatives, administrators, successors, subcontractors, and assigns. §22. FORCE MAJEURE. Except for the payment of any sums due under this Agreement, each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control. Reasonable notice shall be given to the affected Party of any such event. Master License Agreement 12 §23. DISCRIMINATION Licensee shall not discriminate against a Licensee employee, an applicant for employment, or another person or entity with respect to hire, tenure, terms, conditions, privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state, or local law. §24. SUSPENSION OF SERVICES Upon written notice, Licensor may suspend performance of the Agreement, if Licensee has failed to comply with Federal, State, or local law or any requirements contained in the Agreement. The right to suspend services is in addition to Licensor's right to terminate and/or cancel the Agreement. Licensor shall incur no penalty, expense, or liability to Licensee if Licensor suspends services under this Section. §25. RESERVATION OF RIGHTS The 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. §26. NO IMPLIED WAIVER Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy under the Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of the Agreement. No waiver of any term, condition, or provision of the Agreement, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition or provision of the Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of the Agreement. §27. LICENSE This Agreement creates a license only and Licensee acknowledges that Licensee does not and shall not claim at any time any interest or estate of any kind or extend whatsoever in the Sites, or any part thereof. In connection with the foregoing, Licensee further acknowledges that in no event shall the relationship between Licensor and Licensee be deemed to be a so-called landlord-tenant relationship and that in no event shall Licensee be entitled to avail itself or any rights afforded to tenants under the laws of this State. §28. ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the Parties and supersedes all prior offers, negotiations, and/or agreements between the Parties relative to the subject matter addressed herein. Licensee represents that there are no understandings, representations, or promises of any kind, oral or written, that have been made by Licensor to induce the execution of this Agreement except those expressly set forth in writing in this Agreement. Master License Agreement 13 IN WITNESS WHEREOF, [INSERT NAME] hereby acknowledges that she has been authorized by Licensee to execute this Agreement on behalf of Licensee and hereby accepts and binds [INSERT NAME OF LICENSEE] to the terms and conditions hereof on this day of LICENSEE: By: Its: Date: IN WITNESS WHEREOF, executes this License Agreement on behalf of the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this License Agreement on this day of LICENSOR: COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation By: Its: Date: Master License Agreement 14 LICENSEE: The Township of Addison 1440 Rochester Road Leonard, Michigan 48367 Attn: Phone: 248-628-5600 Local Contact Person: Jerry Morawski Term: 5 Years Commencement Date: End Date: Annual License Fee: $0.00 License Fee First Year:$0.00 By: Addison Township Name: Bruce Pearson Title: Township Supervisor By: Name: Title: LICENSE AGREEMENT ADDENDUM I Site: Addison Township Tower Address: 1000 Noble Road, Leonard, Michigan 48367 Equipment: [use attachment sheets provided, if necessary] Motorola Antennas (Manufacturer, Model, Number, Mounting Height(s)): Telewave ANT 150 F2 Transmission Line(s) (Manufacturer, Model Number): ALAM 7/8 Coax Electronics/Equipment Cabinets or Shelter/Building : The Parties agree that Licensee may place its Equipment in Licensor's Equipment Shelter/Building located on the Site as part of this Agreement. However, if Licensee needs access to Licensor's Equipment Shelter/Building, they must comply with Section 12 of this Agreement. The Parties acknowledge that Licensee will not be placing an equipment shelter/building on the Site. THIS ADDENDUM IS SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT IT IS ATTACHED TO. LICENSEE: LICENSOR: COUNTY OF OAKLAND (il/1 Resolution #11102 May 19, 2011 Moved by Weipert supported by McGillivray the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). Commissioner Jackson addressed the Board to give a special thanks to the General Government Committee for passing Miscellaneous Resolution #11081 entitled Board of Commissioners — Declaration of May 25, 2011 as National Missing Child Day in Oakland County; she also wanted to give thanks to Youth Assistance. Vote on Consent Agenda: AYES: Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub, Weipert, Woodward, Zack, Bosnic, Covey. (25) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). LriEBY APPROVE THE FOREGOING RESOLUTION STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Bill Bullard Jr., 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 May 19, 2011, 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 19th day of May, 2011. Bill Bullard Jr., Oakland County