HomeMy WebLinkAboutResolutions - 2016.04.21 - 22291MISCELLANEOUS RESOLUTION#16064 March 30, 2016
BY: Planning & Building Committee, Philip Weipert, Chairperson
IN RE: FACILITIES MANAGEMENT/FACILITIES MAINTENANCE & OPERATIONS - APPROVAL OF
AMENDED AGREEMENT BETWEEN CITY OF ROCHESTER HILLS AND OAKLAND COUNTY TO
MONITOR SCADA UNITS
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the City of Rochester Hills and the County, through the Department of Facilities Management-
Building Safety Division, had an agreement from June of 2011 through December 31, 2015, for the
County to monitor the City's Supervisory Control and Data Acquisition system ("SCADA" System, which
would collect data in real time and alert the County when a problem exists, such as a leak, spill, overflow
or broken connection in the City's water and waste water system); and
WHEREAS the City and the County, through the Department of Facilities Management-Building Safety
Division, desire to enter into an amended agreement to have the County continue to monitor the SCADA
System; and
WHEREAS the County Department of Facilities Management currently monitors 210 sites for the Water
Resources Commissioner, 22 sites for West Bloomfield, and 22 sites for Orion Twp; and
WHEREAS the County shall perform all services set forth in Exhibit 1, Scope of Services, attached
hereto; and
WHEREAS the City shall pay the County Twelve Thousand Three Hundred and Twelve ($12,312.00) per
year as Fees ($18 per alarm point per month for 57 alarm points) to perform the services set forth in
Exhibit 1, Scope of Services, due and payable on the first of each month, excluding costs associated with
the operation, maintenance, or repair of the SCADA System or equipment connected with it; and
WHEREAS the agreement would remain in effect from the time of execution until December 31, 2017,
with a two (2) year extension option.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the
agreement and hereby directs its Chairperson to execute the attached agreement between the County
and the City of Rochester Hills.
Chairperson, on behalf of the Planning & Building Committee, I move the adoption of the foregoing
resolution.
PLANNING AND BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Jackson absent.
AMENDED AGREEMENT
BETWEEN
THE COUNTY OF OAKLAND
AND
THE CITY OF ROCHESTER HILLS
for
SCADA SYSTEM MONITORING SERVICES
This Agreement is made between Oakland County, a Constitutional and Municipal
Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County") and the City of
Rochester Hills, 1000 Rochester Hills Drive, Rochester Hills, Michigan 48309
("Rochester Hills"). In this Agreement, the County and Rochester Hills 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 Rochester Hills enter into this Agreement.
Rochester Hills desires that the County, through the Department of Facilities
Management—Building Safety Division, monitor Rochester Hills' Supervisory Control
and Data Acquisition System ("SCADA System"). The County Department of Facilities
Management currently monitors similar systems for the Water Resources Commissioner.
The County is willing to monitor the SCADA System. The purpose of this Agreement is
to delineate the responsibilities and obligations of the Parties regarding monitoring the
S CADA System.
In consideration of the mutual promises, obligations, representations, and assurances in
this Agreement, the Patties 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 nonpossessive, shall be defined, read, and interpreted as
follows:
1.1. Agreement means the terms and conditions of this Agreement, the Exhibits
attached hereto, and any other mutually agreed to written and executed
modification or amendment.
1.2. Claim means all losses, complaints, demands for relief, damages, lawsuits,
causes of action, proceedings, judgments, deficiencies, penalties, costs, and
expenses arising under or relating to this Agreement, including, but not
limited to, reimbursement for reasonable attorney fees, witness fees, court
costs, investigations, litigation expenses, amounts paid in settlement, and/or
any other amount for which either Party becomes legally and/or contractually
obligated to pay a third party, 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.
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1.3. County means Oakland County, a Municipal and Constitutional Corporation
including, but not limited to, all departments, divisions, the County Board of
Commissioners, elected and appointed officials, directors, board members,
council members, commissioners, authorities, committees, employees,
agents, or any such persons' successors.
1.4. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59
p.m.
1.5. Exhibit means all of the following documents which are fully incorporated
into this Agreement:
1.5.1. Exhibit I: Scope of Service
1.6. Fees mean the amount of money paid by Rochester Hills to the County to
monitor the SCADA System pursuant to this Agreement. Fees do not include
costs for operation, maintenance and repair of the SCADA System or any
equipment connected with it.
1,7. Rochester Hills means the City of Rochester Hills including, but not limited
to, its Council, departments, divisions, elected and appointed officials,
directors, board members, council members, commissioners, authorities,
committees, employees, agents, subcontractors, or any such persons'
successors.
1.8. Supervisory Control and Data Acquisition System ("SCADA System")
means the system owned, operated and maintained by Rochester Hills which
provides real time monitoring, reporting, alarms, and alerts for the Rochester
Hills' water and wastewater (sewer) systems.
1.9. System Contact means the individual or individuals designated by the
County and Rochester Hills who are the authorized points of contact between
the County and Rochester Hills regarding this Agreement.
2. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained
in this Agreement, and applicable changes in law, the County shall carry out the
following:
2.1. The County shall perform all services set forth in Exhibit I, Scope of
Services.
2.2. The County shall identify a System Contact and alternate and notify
Rochester Hills in writing of the System Contact and alternate. The County
must notify Rochester Hills in writing of any changes to the System Contact
and alternate within twenty-four (24) hours of any change.
2.3. The System Contact shall be the first point of contact for Rochester Hills
regarding this Agreement. The System Contact shall be the sole individual
responsible for relaying information and/or communicating the needs
regarding this Agreement.
3. POLITICAL SUBDIVISION'S RESPONSIBILITIES. Subject to the terms and
conditions contained in this Agreement, and applicable changes in law, the County
shall carry out the following:
3.1. Rochester Hills shall meet all requirements set forth in Exhibit 1, Scope of
Services.
3.2. Rochester Hills shall identify a System Contact and alternate and notify the
County in writing of the System Contact and alternate. Rochester Hills must
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notify the County in writing of any changes to the System Contact and
alternate within twenty-four (24) hours of any change.
3.3. The System Contact shall be the first point of contact for the County
regarding this Agreement. The System Contact shall be the sole individual
responsible for relaying information and/or communicating the needs
regarding this Agreement.
4. FINANCIAL RESPONSIBLITIES.
4.1. Rochester Hills shall pay the County Twelve Thousand Three Hundred and
Twelve Dollars ($12,312.00) per year as Fees ($18 per alarm point per month
for 57 alarm points) to perform the services set forth in this Agreement
4.2. The Fees are due and payable on the first of each month.
4.3. The Fees paid to the County under this Agreement only include the services
set forth in this Agreement and do not include costs associated with the
operation, maintenance, or repair of the SCADA System or equipment
connected with it.
4.4. If Rochester Hills, for any reason, fails to pay the County any monies when
due under this Agreement, Rochester Hills agrees, unless expressly
prohibited by law, that the County or the County Treasurer, at their sole
option, shall be entitled to setoff amount due from any other Rochester Hills
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 Rochester Hills to the County. Rochester Hills 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 Rochester Hills' legal
right to dispute whether the underlying amount retained by the County was
actually due and owing under this Agreement.
4.5. Tithe 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
4.6. 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
Rochester Hills 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 Rochester Hills 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, Rochester Hills 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 Rochester Hills.
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5. DURATION OF INTERLOCAL AGREEMENT.
5.1. 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 according to MCL 124.510. The
approval and terms of this Agreement and any amendments hereto shall be
entered in the official minutes of the governing bodies of each Party.
5.2. This Agreement shall remain in effect until December 31, 2017 or until
cancelled or terminated by either Party pursuant to Section 7. Rochester Hills
may renew this Agreement for two (2) years, not to extend beyond December
31, 2019, by written request to the County.
6. LIABILITY.
6.1. 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.
6.2. Except as provided in Section 4.6, 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.
6.3. 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.
6.4. 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.
6.5. Rochester Hills shall be solely responsible for all costs, fines, and fees
associated with responding to or the failure to respond to alarms or alerts of
the SCADA System.
7. TERMINATION OR CANCELLATION OF AGREEMENT.
7.1. Either Party may terminate or cancel this Agreement for any reason upon
thirty (30) days written notice to the other Party. The effective date for
termination or cancellation shall be clearly stated in the notice.
7.2. Rochester Hills shall not be responsible for payment of Fees after the
effective date of termination or cancellation of this Agreement and shall
receive a pro-rata refund of any pre-paid Fees.
7.3. Within thirty (30) Days of the effective date of termination or cancellation of
this Agreement, Rochester Hills shall remove any equipment it may have on
or in County premises or facilities which relate to this Agreement.
7.4. The Parties shall not be obligated to pay a cancellation or termination fee, if
this Agreement is cancelled or terminated as provided herein.
8. NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this
Agreement, 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.
9. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state,
and local laws, statutes, ordinances, regulations, administrative rules, and
requirements applicable to its activities performed under this Agreement.
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10. DISCRIMINATION. The Parties shall not discriminate against their employees,
agents, applicants for employment, or other 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. 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.
12. 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, 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.
13. IN-KIND SERVICES. This Agreement does not authorize any in-kind services,
unless previously agreed to by the Parties and specifically listed herein.
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.
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 effect 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.
The numbers, captions, and indexes shall not be interpreted or be considered as part
of this Agreement. Any use of the singular or plural number, any reference to the
male, female, or neuter genders, and any possessive or nonpossessive use in this
Agreement shall be deemed the appropriate plurality, gender or possession as the
context requires.
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 person 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.
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18.1. If Notice is set to the County, it shall be addressed and sent to:
Oakland County Department of Facilities Management,
Attention: Director
One Public Works Drive,
Waterford, Michigan, 48328
and
Chairperson of the Oakland County Board of Commissioners,
1200 North Telegraph,
Pontiac, Michigan 48341
18.2. If Notice is sent to Rochester Hills, it shall be addressed to:
City of Rochester Hill's
Attention: DPS/Engineering Director
1.000 Rochester Hills Drive
Rochester .Hills, Michigan 48309
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 AND VENUE. 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 6th Judicial Circuit Court of the State of Michigan, the 50th
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. Except as otherwise required by law or court rule, venue
is proper in the courts set forth above.
20. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications,
amendments, recissions, waivers, or releases to this Agreement must be in 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
bodies.
21. ENTIRE AGREEMENT. This Agreement represents the entire Agreement and
understanding between the Parties. This Agreement supersedes all other oral or
written Agreements between the Parties. 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.
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IN WITNESS WHEREOF, Bryan K. Barnett, Mayor, hereby acknowledges that he has
been authorized by a resolution of the Rochester Hills City Council, a certified copy of
which is attached, to execute this Agreement on behalf of Rochester Hills and hereby
accepts and binds Rochester Hills to the terms and conditions of this Agreement.
EXECUTED: DATE:
Bryan K. Barnett, Mayor.
WITNESSED: DATE:
Tina Barton, City Clerk
IN WITNESS WHEREOF, Michael J. Gingen, 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 Oakland County and hereby accepts and binds
Oakland County to the terms and conditions of this Agreement.
EXECUTED:
_/#411ftirt..-Krilellerfeleeefer, Chairperson
'1/49-7 Oakland County Board of Commissioners
DATE:
WITNESSED: DATE:
Lisa Brown, Clerk Register of Deeds
County of Oakland
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Exhibit I — Scope of Services
1. The County through the Department of Facilities Management — Building Safety
Division ("Building Safety Division") will provide 24/7 monitoring of 57 specific
alarms for the SCADA System. Rochester Hills shall provide the Building Safety
Division a written list of the 57 alarm points and their locations.
2. When the Building Safety Division receives an alarm or alert from the SCADA
System, the Building Safety Division will contact the designated person set forth
on the "call list." Rochester Hills shall ensure that the call list is accurate and
shall notify the Building Safety Division immediately if there are any changes to
the call list. Rochester Hills shall notify the County in writing in the manner in
which the Building Safety Division is to contact individuals on the call list.
3. Once the Building Safety Division reaches an individual on the call list, it will
provide that individual with all alarm/alert information.
4. Rochester Hills will provide the Building Safety Division• with scripted
instructions and at no time will the Building Safety Division be required to make
diagnostic decisions or make water or wastewater system adjustments. The
Building Safety Division will be required to login to the System and follow
diagnostic instructions under the direction of a Rochester Hills' employee.
5. The Building Safety Division shall maintain written records for seven (7) years
for the following information: (1) type of alarm/alert that was received by the
County, (2) who was contacted by the County, (3) what was directed by
Rochester Hills' staff, and (4) what was done online under the direction of
Rochester Hills" staff to rectify the alatuilalert situation. Upon receipt of a
written request from Rochester Hills, the County shall provide Rochester Hills
with the records set forth above. The request must sufficiently describe the
records that are requested.
6. Rochester Hills shall provide any and all equipment needed to monitor and
operate the SCADA System. Rochester Hills is responsible for the installation,
operation, maintenance and repair of all equipment needed for the SCADA
System. If the installation, operation, maintenance or repair of the SCADA
System requires work at or on County premises or facilities such work shall be
approved in writing by the County in advance of the commencement of the work
and such *ork shall be conducted in a manner as not to disturb County
operations. The County shall approve, in writing, all subcontractors or agents
that will perform work for Rochester Hills at or on County premises or facilities.
7. At no cost to the County, Rochester Hills shall train all applicable County
employees regarding the SCADA System. The training shall include detailed
• written instructions that the County may keep at the Building Safety Division,
which set forth steps for monitoring the SCADA System.
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Resolution #16064 March 30, 2016
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC #16064) April 21, 2016
BY: Finance Committee, Tom Middleton, Chairperson
IN RE: FACILITIES MANAGEMENT/FACILITIES MAINTENANCE & OPERATIONS - APPROVAL OF
AMENDED AGREEMENT BETWEEN CITY OF ROCHESTER HILLS AND OAKLAND COUNTY TO
MONITOR SCADA UNITS
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. Miscellaneous Resolution #11107 established an agreement so that the Oakland County
Department of Facilities Management-Building Safety Division could monitor the City of
Rochester Hills Supervisory Control and Data Acquisition System (SCADA).
2. The County has amended its agreement with the City of Rochester Hills in order to provide
services for 57 specific alarms.
3. The amended agreement would remain in effect from the time of execution until December 31,
2017. The amended agreement may be renewed for an additional two years through December
31, 2019 upon written request to the County.
4. The City of Rochester Hills shall pay the County $18 per alarm point, excluding costs associated
with operation, maintenance or repair, for a total of $12,312 per year for SCADA monitoring
services with the fees due and payable on the first of each month.
5. The revenue for the SCADA monitoring services will be recorded in the Facilities Maintenance
and Operations Fund (63100).
6. The budget already includes revenues associated with this agreement.
7. No budget amendment is required.
FINANCE COMMITTEE
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Quarles absent.
Resolution #16064 March 30, 2016
Moved by Kochenderfer supported by Quarles the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Gershenson, Gingell, Gosselin, Hoffman, Jackson, Kochenderfer, KowaII, Long,
McGillivray, Middleton, Quarles, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman,
Crawford. (20)
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).
I HEREBY APPROVE TfilSfIESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on April 21 2016,
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 21 st day of April, 2016.
Lisa Brown, Oakland County