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HomeMy WebLinkAboutResolutions - 2011.12.15 - 18821MISCELLANEOUS RESOLUTION #11289 November 30, 2011 BY: GENERAL GOVERNMENT COMMTTEE, Christine Long, Chairperson IN RE: DEPARTMENT OF HEALTH & HUMAN SERVICES — HOMELAND SECURITY DIVISION — OUTDOOR WARNING SYSTEM EXPANSION — ROSE TOWNSHIP TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS Ms. Chairperson, Ladies and Gentlemen: WHEREAS the Oakland County Board of Commissioners by Miscellaneous Resolution No.'s 7865, 7971, and 8664 accepted federal grants to defray a portion of the costs in purchasing sirens to be utilized within the Oakland County Outdoor Warning System; and WHEREAS the County share of the costs will remain at twenty-five percent as has been the policy previously established by the Board of Commissioners by various Miscellaneous Resolutions, whereby local units pay seventy-five percent with the County being responsible for the maintenance and electrical costs for the sirens purchased; and WHEREAS Rose Township has executed the attached Interlocal Agreement; and WHEREAS Rose Township has agreed to pay seventy-five percent of the total estimated cost of four sirens; and WHEREAS, consistent with the attached Interlocal Agreement, Rose Township agrees that Oakland County will retain ownership of the sirens and will be responsible for the maintenance and the electrical costs for said sirens purchased under this agreement. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Severe Weather Warning System Interlocal Agreement with Rose Township and authorizes the Board Chairperson to execute the agreement on behalf of Oakland County. BE IT FURTHER RESOLVED that the expenditure of this appropriation is contingent upon the execution of the attached written agreement between the County and Rose Township. CHAIRPERSON, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE GENERAL GOVERNMENT Motion carried unanimously on a roll call vote. SEVERE WEATHER WARNING SYSTEM INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND ROSE TOWNSHIP 1116196101111116, 4114441144,*400i This Interlocal Agreement ("the Agreement") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and Rose Township, 9080 Mason Street, Holly, Michigan 48442 ("Municipality"). In this Agreement, the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties." PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the County and the Municipality enter into this Agreement for the purpose of adding the Municipality to the County's outdoor warning system. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows. 1.1. Claim means any alleged loss, claim, complaint, demand for relief or damages, cause of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, costs, and/or expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, and amounts paid in settlement, which are imposed on, incurred by, or asserted against the County, its employees or agents, whether such Claim is brought in law or equity, tort, contract, or otherwise. 1.2. County means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, any and all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, volunteers, and/or any such persons' successors. 1.3. Municipality means Rose Township, a Constitutional Corporation including, but not limited to, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, Page 1 of 6 council members, commissioners, authorities, committees, employees, agents, subcontractors, volunteers, and/or any such persons' successors. 2. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the County shall provide the following: 2.1. Install four (4) sirens within the Municipality at the location designated by the Municipality. 2.1. Provide for maintenance of the sirens. 2.1. Provide for electrical costs of the sirens. 3. MUNICIPALITY'S RESPONSIBILITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the Municipality shall provide the following: 3.1. Pay sixty-nine thousand dollars ($69,000) for the installation of the sirens. Payment is to be made within thirty (30) days after installation of the sirens. 3.2. Provide operational status reporting during siren tests (March through November) if requested. 3.3. Bear all costs associated with any siren relocation. 3.4. Municipality acknowledges that the County will retain ownership of the sirens. 3.5. If the Municipality, for any reason, fails to pay the County any monies when due under this Agreement, the Municipality agrees, unless expressly prohibited by law, that the County or the County Treasurer, at their sole option, shall be entitled to setoff from any other Municipality funds that are in the County's possession. Funds include but are not limited to the Delinquent Tax Revolving Fund ("DTRF"), Any setoff or retention of funds by the County shall be deemed a voluntary assignment of the amount by the Municipality to the County. The Municipality waives any Claims against the County for any acts related specifically to the County's offsetting or retaining such amounts. This Section shall not limit the Municipality's legal right to dispute whether the underlying amount retained by the County was actually due and owing under this Agreement. 3.6. If the County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay the County any amounts due and owing, the County shall have the right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to the County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. Page 2 of 6 3.7, Nothing in this Section shall operate to limit the County's right to pursue or exercise any other legal rights or remedies under this Agreement against the Municipality to secure reimbursement of amounts due the County under this Agreement. The remedies in this Section shall be available to the County on an ongoing and successive basis if the Municipality at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if the County pursues any legal action in any court to secure its payment under this Agreement, the Municipality agrees to pay all costs and expenses, including attorney's fees and court costs, incurred by the County in the collection of any amount owed by the Municipality. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. The Agreement and any amendments hereto shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party, and when the Agreement is filed with the Clerk of each County where the Parties are located. The Agreement shall be filed with the Secretary of State of the State of Michigan pursuant to MCL 124.510. 4.2. This Agreement shall remain in effect until cancelled or terminated by either Party pursuant to Section 6. 5. ASSURANCES. 5.1, 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. 5.2. Except as provided in Section 3.7, 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. 5.3. 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. 5.4. Except as otherwise expressly provided in this Agreement, neither Party shall be liable to the other Party for any consequential, incidental, indirect, or special damages of any kind in connection with this Agreement. 6. TERMINATION OR CANCELLATION OF AGREEMENT. 6.1. Either Party may terminate or cancel this Agreement for any reason upon thirty (30) days notice before the effective date of termination or cancellation. The effective date for termination or cancellation shall be clearly stated in the notice. 6.2 The Parties shall not be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or terminated as provided herein. Page 3 of 6 7. SUSPENSION OF SERVICES. Upon notice to the Municipality, the County may immediately suspend this Agreement or the Municipality's participation in the outdoor warning system, if the Municipality has failed to reasonably comply, within the County's discretion, with federal, state, or local law, or any requirements contained in this Agreement. The right to suspend services is in addition to the right to terminate or cancel this Agreement contained in Section 6. The County shall incur no penalty, expense, or liability if services are suspended under this Section. 8. NO THIRD PARTY BENEFICIARIES. 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 Municipality. 9. COMPLIANCE WITH LAWS. 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, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this Agreement, and properly promulgated amendments to those Exhibits. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 11. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations for its employees and/or agents necessary to perform all its obligations under this Agreement. Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 12. RESERVATION OF RIGHTS. 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. 13, FORCE MAJEURE. 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, including, but not limited to, an act of God, war, acts of government (other than the Parties), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 14. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. Page 4 of 6 15. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this 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 this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 16. SEVERABILITY. 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. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. 18. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the department listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 18.1 If Notice is sent to the County, it shall be addressed and sent to: Oakland County Homeland Security Division, 1200 N. Telegraph, County Service Center, Pontiac, MI 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Building 12 East, Pontiac, Michigan 48341. 18.2 If Notice is sent to the Municipality, it shall be addressed to: The Chief Elected Official of the Municipality at the address listed on the first page of this Agreement. 18.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 19. GOVERNING LAW/CONSENT TO JURISDICTION. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the Fifth District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. 20. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, recissions, waivers, or releases to this Agreement must be in Page 5 of 6 writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recission, waiver, or release shall be signed by the same persons who signed the Agreement or other persons as authorized by the Parties' governing body. 21. ENTIRE AGREEMENT. This Agreement represents the entire Agreement and understanding between the Parties. This Agreement supercedes all other oral or written Agreements between the Parties including previous siren purchase agreements. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. Authorized Agent of Municipality Date Chairperson, Oakland County Board of Date Commissioners Page 6 of 6 Resolution #11289 November 30, 2011 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (MISC . #11289) December 15, 2011 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES / HOMELAND SECURITY DIVISION — OUTDOOR WARNING SYSTEM EXPANSION — ROSE TOWNSHIP TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above-referenced resolution and finds: 1. The resolution approves the interlocal agreement between the County and Rose Township to purchase four (4) warning sirens and become part of the County's centrally activated outdoor warning system. 2. The total cost of the sirens is $92,000, 3. Rose Township has agreed to pay $69,000, which is seventy-five percent (75%) of the estimated cost of the sirens. 4. The County of Oakland will pay $23,000, which is twenty-five percent (25%) of the estimated total cost. 5. The County will retain ownership and be responsible for the maintenance and electrical costs of the sirens. 6. Currently there are a sufficient number of sirens available in inventory allowing for the installation at Rose Township. 7. No budget amendments are necessary. FINANCE CO,MMITT E E FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Greimel absent. Resolution #11289 December 15, 2011 Moved by Long supported by Zack the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Covey, Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub, Weipert, Woodward, Zack, Bosnic. (25) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). ' BY APPROVE THE FOREGOIN BOWDON 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 December 15, 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 15th day of December, 2011. E:L12k Bill Bullard Jr., Oakland County