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HomeMy WebLinkAboutResolutions - 1998.12.10 - 25305November 19, 1998 MISCELLANEOUS RESOLUTION #98 291 BY: Planning and Building Committee, Charles E. Palmer, Chairperson IN RE:DEPARTMENT OF CENTRAL SERVICES - LEASE AGREEMENT & EASEMENT AND GRANT AGREEMENT BETWEEN THE CITY OF NOVI AND THE COUNTY OF OAKLAND To the Oakland County Board of Commissioners, Chairperson, Ladies and Gentlemen: WHEREAS by Miscellaneous Resolutions #96155, the Oakland County Board of Commissioners authorized Radio Communications to execute agreements where appropriate for the rent of tower space to third parties; and WHEREAS the County retained the services of a tower site manager to license and install antennae for third parties on seven of the 800 MHZ radio system towers; and WHEREAS the third party leases generate revenues to help offset system costs; and WHEREAS the County operates and maintains a radio communications facility at the City of Novi DPW tower site and markets that site; and WHEREAS in the judgement of the County and the City, the best interest of the public will be served and a more efficient utilization of funds will occur, if the County continues to occupy and market this site; and WHEREAS the City of Novi authorizes the County to market this site to Third-Parties without first obtaining consent of the City; and WHEREAS the City grants to the County permanent easements for continued use, operation, maintenance, and/or any reconstruction, repair, of the existing Radio Communication Tower and appurtenances including Radio Communications Buildings; and WHEREAS if the City is divested of title to the real property described in the easement, the City agrees at its own expense to provide the County an easement of at least equal proportion subject to County approval; and WHEREAS the County is willing to share 15% of its Novi site Third-Party county licensee(s) revenues retroactive to May 1, 1995; and WHEREAS the City will pay to the County 15% of all Third-Party revenues it receives as a result of marketing its own adjacent tower . NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes the lease agreement for a radio communications facility located in the storage building at the City of Novi Department of Public works in exchange for 15% of the Novi Oakland County antenna site revenues retroactive to May 1, 1995. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the Easement Agreement And Grant Agreement between the City of Novi and the County of Oakland. Chairperson, on behalf of the Planning and Building Committee, I move adoption of the foregoing resolution. ING AND HUTLDING COMMITTEE Planning and Buildina_Committee Vote: Motion carried unanimously on a roll call vote with Johnson absent. CITY OF NOVI EASEMENT AGREEMENT AND GRANT Oakland County Radio Communication Tower This CITY OF NOVI EASEMENT AGREEMENT AND GRANT, (hereafter this "Agreement") is made and entered into by and between the CITY OF NOVI, a Michigan Municipal and Constitutional corporation, whose address is 45175 West Ten Mile Road, Novi, Michigan (hereinafter referred to as "City"), and the COUNTY OF OAKLAND, a Michigan Municipal and Constitutional corporation (hereinafter referred to as "County"). In this Agreement, the City and/or the County may also be referred to as a "Party" or together as the "Parties". WHEREAS, the County has been permitted to construct, and currently operates and maintains a Radio Communication Tower and related facilities on certain property owned by the City as herein described as EASEMENT 1, below; and WHEREAS, the County 800 MHz radio system began operation in 1992 and experience since its inception indicates that certain refinements and improvements are appropriate: and, WHEREAS, subject to the terms of this Agreement, the County is willing to share with the City any Third-Party County Licensee(s) revenues in exchange for the City's granting to the County the opportunity and flexibility it needs to property market and fully utilize its existing Radio Communication Tower facilities; and WHEREAS, in the judgment of the County and the City, a more cost-effective use of the County Radio Communication Tower, already constructed upon City property, subject to the conditions set forth herein, would be in the best interest of the public. NOW, THEREFORE, it is hereby agreed between the Parties as follows: 1. That subject to the terms and conditions set forth below, and with the exception of the first payment, the County hereby agrees to pay to the City, within 30 days after the end of each calendar quarter, Fifteen Percent (15%) of any "Revenues", as defined herein, received by the County in connection with the Radio Communication Tower during the prior calendar quarter. The County's obligation to share any Revenues with the City shall be retroactive to May 1, 1995, and shall become effective upon the date this Agreement was approved by the City Council and executed on behalf of the City. The first payment to be made by the County shall be for all revenues due to the City from May 1, 1995, to the end of the quarter when the first payment is due. The County's obligation to share any Revenues shall continue for as long as the County continues to receive and be paid any such Revenues. a. "Revenues" as shall be defined as any revenues actually paid to and received by the County from any "Third-Party County License(s)", as defined herein, in connection with the County's grant of a license or right to any Third-Party County License(s) to broadcast from the County Radio Communication Tower located in the C(TY OF NOVI EASEMENT AGREEMENT AND GRANT- Oakland County Radio Communication Tower Page 1 EASEMENT 1, described below. Revenues shall not include any related commissions or fees paid to the County or any County agent (e.g., the County's Tower Management Consulting Firm, etc.), such as fees for servicing, modifying, re-engineering, or enhancing any broadcast capability; utility costs or other operational expenses; or, any other reason, except for such amounts paid to the County for the right and permission to broadcast from the Radio Communication Tower located in EASEMENT t 2. The City in consideration of certain real and personal benefits to be received in conjunction with the performance of the covenants and agreements by the County set forth in this Agreement, and in consideration of the payment of One ($1.00) Dollar from the County, the receipt and adequacy of each such consideration being hereby acknowledged, the City hereby declares and grants to the County, and/or its successor governmental entities, those easements described herein as EASEMENT 1 and EASEMENT 2 for the purposes described herein: EASEMENT 1: The City hereby declares and grants to the County an exclusive and permanent easement, together with such other covenants, limitations, restrictions upon the City's property as contained in and more fully described in this Agreement, for the continued use, operation, maintenance, and/or any reconstruction, repair, of the existing Radio Communication Tower and appurtenances including any radio communications buildings constructed on this easement, (either pursuant to this agreement or to a lease of even date between the parties), for continued use as a County owned governmental communications tower facility and operation, as further described in this Agreement, along with the right of ingress and egress described as follows: (Legal Description) In the event the City sells, disposes of or in any other way is divested of title to the real property over which EASEMENT 1 is granted, then the City agrees at its own expense to grant the County an easement of at least equal proportion to EASEMENT 1 on a different location owned by the City for the construction of a radio communications tower at least equal to the one currently existing on EASEMENT 1 and for - the construction, use, operation and maintenance and/or reconstruction repair of said tower and any appurtenances including any necessary radio communications building. The site for the tower shall be subject to the approval of the County in order that the County, its agents, licensees and Third- Party County License(s) shall have the permanent right to broadcast and receive unimpeded and without any interference from the City, any and all radio and telephone communications which the radio communication tower is now, or may be in the future, equipped to CITY OF NOVI EASEMENT AGREEMENT AND GRANT Oakland County Radio Communication Tower Pnn. send and/or to receive. Said successor easement shall be subject to al( conditions and agreements as set forth between the City and the County in this easement agreement. EASEMENT Z: The City also hereby declares and grants to the County its Agents and Third-Party County Licensee(s) a permanent easement, together with such other covenants, limitations, restrictions upon the City's property as contained in and more fully described below for public utilities, including the right of ingress and egress and the right to bring utilities over, through, or under, and including the right to install necessary utility poles, overhead wires, underground cables, conduit and/or pipes, in connection with the County's use and operation of the Radio Communication Tower and any appurtenant buildings or structures in EASEMENT 2, and described as follows: (Legal Description) In the event the City sells, disposes of or in any other way is divested of title to the real property over which EASEMENT 2 is granted, then the City agrees at its own expense to grant the County a permanent easement of at least equal proportion to EASEMENT 2 on a different location owned by the City, together with such other covenants, limitations, restrictions upon the City's property as contained in and more fully described in EASEMENT 2, for public utilities, including the right of ingress and egress and the right to bring utilities over, through, or under, and including the right to install necessary utility poles, overhead wires, underground cables, conduit and/or pipes, in connection with the County's use and operation of the Radio Communication Tower and any appurtenant buildings or structures as provided for in EASEMENT 2. Said successor easement shall be subject to all conditions and agreements as set forth between the City and the County in this easement agreement. 3. The City agrees that, except as expressly limited in this Agreement, EASEMENT 1 and EASEMENT 2 as described herein, shall include and permit the County any and all of the following rights, privileges, and uses: a. The County, its Agents, licensees and Third-Party County Licensee(s) shall have the permanent right to broadcast and receive unimpeded and without any interference from the City any and all radio and telephone communications which the Radio Communication Tower is now, or may be in the future, equipped to send or receive. The easements granted by the City shall restrict the future use and enjoyment of EASEMENT 1 and EASEMENT 2 to any extent necessary to prohibit or prevent any impairment, destruction, or interference with the passage of radio broadcasts or transmissions to or through the easement areas, including any necessary restraints on vegetation, fences, structures, additions to the building, the CITY OF NOVI EASEMENT AGREEMENT AND GRANT. Oakland County Radio Communication Tower Farm 3 use or location of any interfering electrical or radio equipment, and no or other objects, structures, fixtures, equipment, or other objects will be allowed to encroach or interfere with the County's Radio Communication Tower or any necessary Radio Operations Building. b. The County will insure that any Third-Party Licensee(s) will not interfere with the frequencies in use by the City or any of the Cities' agents, licensees, or City Third- Party Licensees. In any dispute involving frequency usage, Public Agency frequencies shall take precedence and priority over Third-Party Licensees frequency usage. Any contract between the County and its agents, licensees and Third-Party County Licensee(s), entered into after the execution of these easements, will be subject to the ability of the City to sell the real property upon which EASEMENT 1 is currently located, and relocate the radio communication tower and any pertinent buildings to a site agreeable to the County. c. The County shall have the permanent right to construct, reconstruct, and make any additions to the Radio Communication Tower and/or any required Radio Communication Building constructed in EASEMENT 1 including the right to extend the height, improve the ground support conditions, including but not limited to the installation of guide wires, anchors, or other supports necessary to secure the Radio Communication Tower stability and continued operability and make it otherwise safe, as well as the right to add other communication antennae or capabilities of any kind and type, and/or otherwise maintain, enhance, repair, reconstruct, refurbish, or add additional broadcast capabilities or mediums, [including but not limited to the addition of antennae of any possible Third-Party County Licensee(s)], and/or any related and/or necessary utilities or other improvements. d. The County shall have the right to enter upon any easement area or parcel described herein, as necessary, to access and install, construct, operate, maintain, repair or replace any utility facility or service required and/or which the County deems necessary to provide any utility service to the Radio Communication Tower and/or the Radio Communication Building whether such utility access requires either under ground, including but not limited to the laying of pipe or conduit, or above ground conveyance as necessary for utility access purposes. e. • The County shall have the right to enter upon any easement area or parcel described herein, as necessary, to erect, construct, reconstruct, replace, remove, maintain and use a line of utility poles with the wires and cables as County may from time to time suspend for the transmission of electrical energy, and for communication purposes, and all necessary and proper foundations, footings, cross-arms and other appliances and fixtures for use in connection with these utility poles, wires and cables, together with a right-of-way, on, along and in the easement areas. f. In the event the Lease between the County and the City for space in the City's existing storage facility is terminated, the City shall construct in EASEMENT 1 for the County's use and operation, a radio Communications' Building with the same CITY OF NOVI EASEMENT AGREEMENT AND GRANT - Oakland County Radio Communication Tower Ppnr. 4 capacity as the County utilized in the City's storage facility. The County shall also have the right, within the area described as EASEMENT 1, to make any necessary improvements or expansion of its Radio Communication Tower or Building to enhance the safety, operation, or functionality of the Radio Communication Tower or its use to the County including, but not limited to, the erection of a new Radio Communication Tower and/or a new Radio Operation Building within the area described as EASEMENT 1, the building or construction of any fence, wall, buildings, shelters, sheds or other things attached to or placed in or on EASEMENT 1 area and/or any related structure reasonable and/or necessary, in the sole discretion of the County, to the safe and efficient operation and maintenance of the Radio Communication Tower or Radio Communication Building. The County shall have the right to use all gates and all fences which now cross or will in the future cross or be located within the area described as EASEMENT Z. The County will also have the right from time to time to trim, cut down, and clear away any and all trees and brush plus any materials, vehicles, equipment which now or in the future, in the opinion of County, may be a hazard or obstruction to the Radio Communication Tower, its operation, the Radio Operations Building, any related wires or cables, by reason of the danger of falling of otherwise. The County, its Agents, licensees and Third-Party County Licensee(s) shall have the permanent right of ingress and egress for all purposes incident to the easement and the right to dismantle the Radio Communication Tower, if the County deems it necessary, and/or remove any County equipment from the property. 4. The City warrants that it will not interfere or permit any occupant or tenant inhabiting or using EASEMENT 2 or to interfere with the functioning or operation of the Radio Communication Tower or the Radio Communication Building by or through any use of this property, including but not limited to any remodeling, expansion, addition, the installation of any and all electrical services, appliances, communications equipment, or any electric, electronic or magnetic field producing equipment or other communication equipment and/or utilities which will interfere with the receipt and transmission of any radio or communications signals to or from the Radio Communication Tower. 5. This Agreement anticipates and includes permission for the County, should it in its sole discretion decide, to lease or otherwise permit the use of space on the Radio Communication Tower to Third-Party County License(s) and users of the Radio Communication Tower. 6. The Parties agree that except as otherwise expressly limited in this agreement the total costs and responsibility for operation, maintenance, use, repair, expansion, or replacement of the Radio Communication Tower and/or any necessary Radio Operations Building constructed in EASEMENT 1 shall be that of the County, and that when any work related to the operation, maintenance, use, repair, expansion, or replacement, the County will be responsible for and shall ensure that all City grassy areas, bituminous or concrete streets, curbing, sidewalks, parking lots and drives that are disturbed in the course of such work are returned to substantially the same condition as existed prior to the work. CITY OF NOVI EASEMENT AGREEMENT AND GRANT - Oakland County Radio Communication Tower Page 5 g 7. The City further warrants that except as expressly provided for in this Paragraph, any nonuse or limited use of any easement area described in this Agreement by the County shall not prevent the County from later making use of any easement by the County to the full extent authorized herein. The County agrees, however, that in the sole event that the County should abandon and totally discontinue any and all use of its Radio Communication Tower for a period of twelve (12) consecutive months, not including any period during which the Radio Communication Tower or Radio Operations Building operation and/or functioning was interrupted for a prolonged or extensive maintenance, repair, re-construction, expansion or equipment renovation or updating then EASEMENTS 1 and 2 shall revert to the City and the County shall execute for the benefit of the City, any documents necessary to have said easements revert to and/or be vacated to the City. a. Except as provided for in the following subsection, upon termination of this Agreement or reversion of the easements, the County agrees to remove and dismantle the tower, building and related facilities, the Radio Communication Tower and related facilities and to restore the property where same are to be located, to a condition reasonably similar to that prior to the construction thereof. b. Upon termination of this Agreement or reversion of the easements, the City shall have the option to take over ownership, control and possession of, and responsibility for, the tower, building and related facilities. The City shall send written notice to the County of its intent and desire to exercise this option within sixty (60) calendar days of the termination of this Agreement or reversion of the easements. 8. The City and County agree that the City currently has a radio communications tower located at its DPW Facility at 26300 Delwal Drive, upon which there is additional and/or remaining radio capacity which the City may choose to market to third party licensees in the future. The City and County agree that the City will be allowed to retain and maintain its communications tower and the antennas currently attached thereto will remain on the structure. In the event the City does market its tower space to Third-Party Licensees, the City will pay to the County 15% of all revenues the City receives from such marketing. The City will insure that any Third-Party Licensee(s) will not interfere with the frequencies in use by the County or any of the County's agents, licensees, or County Third-Party Licensees. In any dispute involving frequency usage, Public Agency frequencies shall take precedence and priority over Third-Party Licensees frequency usage. 9. The easements, covenants, and restrictions of this Agreement shall run with the land (EASEMENT 1 and EASEMENT 2) and be perpetually and permanently binding upon the City and the County. All easements hereunder granted to County shall not be further assigned or devised by the County except as may be permitted by law to a successor governmental entity for any public purpose. This instrument, and the covenants and agreements contained in it will inure to the benefit of, and be binding and obligatory upon, the heirs, executors, administrators, personal representatives, tenants, licensees, lessees, successors and assigns of each of the respective Parties. 10. The County agrees to save harmless, indemnify, represent and defend the City and its CITY OF NOVI EASEMENT AGREEMENT AND GRANT - Oakland County Radio Communication Tower employees, elected and appointed officers, volunteers and agents from any and all claims, demands, suits, liability, or loss, including all costs and/or damages connected therewith, for death, bodily injury or property damage or any other claim relating to or arising out of the design, location, construction, operation, maintenance, repair, replacement and/or removal of the Radio Communication Tower and related facilities, 11. Throughout the term of this Agreement and for as long as any easements described in this Agreement continue in favor of the County, the County shall carry the following insurance overages or Self-Insurance. Insurance limits may be adjusted from time to time by mutual consent of the City and County, but in no instance shall the limits be less than those set forth below. a. Worker's compensation insurance or Self-Insurance, including employer's liability coverage, in the minimum amount of $100,000.00 and in accord with all applicable statutes of the State of Michigan. b. Comprehensive general liability insurance or certificate of Self-Insurance on an "occurrence basis" with limits of liability not less than $3,000,000 per occurrence and/or aggregate combined single limit, personal injury and property damage. Coverage shall include the following extensions: (i) contractual liability; (ii) independent contractors' coverage; (iii) broad form general liability extensions or equivalents; and (iv) deletion of all explosion, collapse and underground exclusions. c. Motor vehicle liability insurance, including Michigan no-fault overages, in the minimum amount of not less than $1,000,000 per occurrence combined single limit for personal injury and property damage. Coverage shall include all owned, non- owned and hired vehicles. d. Comprehensive general liability overages, as described above, shall include an endorsement stating the following shall be "Additional Insures": The City of Novi, all elected and appointed officials, all employees and volunteers, all boards, commissions and/or authorities and board members, including employees and volunteers thereof. e. Worker's compensation insurance or Self-Insurance, commercial general liability insurance or Self-Insurance, and motor vehicle liability insurance, as described above, shall include an endorsement stating that the City shall be given thirty (30) days advance notice of cancellation, non-renewal, reduction and/or material change in such overages. 12. That the County, its Third-Party County Licensee(s), and/or its contractor(s) shall comply with all applicable Federal, state and local laws, ordinances and regulations in reference to the maintenance and operation of the towers and related facilities. 13. The County shall conduct activity upon the City's property in compliance with all applicable federal, state and local statutes, rules and regulations and shall obtain all permits necessary for compliance with said statutes, rules and regulations. CITY OF NOVI EASEMENT AGREEMENT AND GRANT - Oakland County Radio Communication Tower Br-IY/We,e°, Al44)e-Y7 g irre By: 7.1 77 40.0 ---1 /12qtywein Bv:\KATHLEEN lidIcLALLEMCIAYOR ro L. i t r (Al :7.41 14. That the County shall, at its own expense, obtain and maintain all necessary permits and licenses required by the Federal Communications Commission (FCC) and the Federal Aviation Administration (FAA) and shall be responsible for continual compliance with FCC and FAA rules and regulations. 15. In the event the City desires to place its communication system on the County communications tower, the County agrees to allow the City free of charge to use said tower subject to the following conditions: a. City Radio Communication Tower Use - Any antennae to be installed on the tower shall be installed at an available location on the County tower, and operate in the public agency license frequencies, provided they do not cause harmful interference with the County's operations. b. In the event the City elects to place antennae on the tower and/or use the County's building, it shall bear all costs of said placement and use. 16. Except as specifically provided in this Agreement, nothing contained herein shall be construed to limit or otherwise alter the rights and interests of the City in its property. 17. This Agreement shall inure to the benefit of and be binding upon the respective Parties hereto, their successors and assigns. 18. This Agreement (and a lease of even date between the City and the County) sets forth the entire Agreement of the Parties and supersedes and revokes a lease between the City and the County dated March 19, 1992, and any other prior understanding(s) and agreement(s) that may have existed between the Parties. Any amendments or modifications of this Agreement shall be in writing. Tonni IN WITNESS WHEREOF, Kathleen Nic Lai len Bartholomew of the CITY OF NOVI, a Michigan Municipal and Constitutional Corporation, has been duly authorized by the CITY COUNCIL for the CITY OF NOVI to execute this Agreement granting this EASEMENT 1, EASEMENT 2, and license to the County of Oakland on behalf of the CITY OF NOVI and hereby accepts and binds the CITY OF NOVI to the terms and conditions of this Agreement on this 14 day of September , 1996.8 WITNESSES: For the CITY OF NOVI, a Michigan Municipal and Constitutional Corporation CITY OF NOVI EASEMENT AGREEMENT AND GRANT - Oakland County Radio Communication Tower n STATE OF MICHIGAN COUNTY OF OAKLAND The foregoing instrument was acknowledged before me this day of • 1996. by X of the CITY OF NOVI, a Michigan Municipal and Constitutional Corporation, that he has been duly authorized to execute this Grant of these described easements and license to the County of Oakland on behalf of the CITY OF NOVI. . Notary Public, Oakland County, Michigan My Commission Expires: Ff IN WITNESS WHEREOF, JOHN P. McCULLOCH, Chairperson of the Oakland County Board of Commissioners, on behalf of the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, hereby accepts on behalf of the County of Oakland and binds the COUNTY to the terms and conditions of this grant the herein described easements and license to the County of Oakland from the CITY OF NOVI this day of , 1996. WITNESSES: COUNTY OF OAKLAND, a Michigan Municipal and Constitutional Corporation By: By: JOHN P. McCULLOCH, Chairperson Oakland County Board of Commissioners By STATE OF MICHIGAN COUNTY OF OAKLAND The foregoing instrument was acknowledged before me this day of , 1996, by JOHN P. McCULLOCH, Chairperson of the Board of Commissioners of the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, on behalf of the Corporation. . Notary Public, Oakland County, Michigan My Commission Expires: / ) ss )ss CITY OF NOVI EASEMENT AGREEMENT AND GRANT - Oakland County Radio Communication Tower • • LEASE AGREEMENT BETWEEN THE CITY OF NOVI AND THE COUNTY OF OAKLAND THIS LEASE AGREEMENT, made and entered into this day of 1998, by and between the CITY OF NOVI, whose address is 45175 West Ten Mile Road, Novi, Michigan (hereinafter referred to as "City"), and the COUNTY OF OAKLAND, a Michigan Constitutional corporation (hereinafter referred to as "County"), as represented by its County Executive. WHEREAS, the County operates and maintains a radio communications facility on certain property owned by the City; and WHEREAS, the County's Radio Communications Facility is located in a storage building on the City's Department of Public Works facility; and WHEREAS, in the judgment of the County and the City, the best interest of the public will be served and a more efficient utilization of public funds will occur, if the County is permitted to continue to use the space within the City storage building located at the DPW site for a radio communications room. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and in consideration of the exchange of revenues between the parties as set forth herein, and subject to the terms and conditions as set forth below, it is hereby agreed by and between the parties as follows: 1,The City agrees to operate and maintain a storage building located on the City's Department of Public Works facilities site as depicted in Exhibit "A", including the paving Page 1 Communications Tower Agreement-Novi 1/20/1998 improvements appurtenant to the storage building, and including the lines to supply electrical power and other utilities to the building. 2. Within the storage building, the City will allow the County to operate and maintain a Radio Communications Room as depicted in Exhibit "B". The County shall be responsible for the operation and maintenance of the radio communications room, including electrical wiring for the radio room. The radio room shall be separately metered for electrical power from the remainder of the storage building. The County shall be responsible for electric utility charges for the radio room, and the City shall be responsible for electric utility charges for the remainder of the storage building. 3. That as part of the consideration for this agreement, and subject to the terms and conditions set forth below, and with the exception of the first payment, the County hereby agrees to pay to the City, within 30 days after the end of each calendar quarter, Fifteen Percent (15%) of any "Revenues", as defined herein, received by the County during the prior calendar quarter in connection with the County Radio Communication Tower located on City property pursuant to a document entitled City of Novi Easement Agreement and Grant. The County's obligation to share any Revenues with the City shall be retroactive to May 1, 1995, and shall become effective upon the date this Agreement was approved by the City Council and executed on behalf of the City. The first payment to be made by the County shall be for all revenues due to the City from May 1, 1995, to the end of the quarter when the first payment is due. The County's obligation to share any Revenues shall continue for as long as the County receives Revenues from it's tower on City Page 2 Communications Tower Agreement-Novi 1/20/1998 property, and is allowed to operate and maintain a Radio Communications Room on City property. a. "Revenues" as shall be defined as any revenues actually paid to and received by the County from any "Third-Party County License(s)", as defined herein, in connection with the County's grant of a license or right to any Third-Party County License(s) to broadcast from the County Radio Communication Tower located in the EASEMENT 1, described below. Revenues shall not include any related commissions or fees paid to the County or any County agent (e.g., the County's Tower Management Consulting Firm, etc.), such as fees for servicing, modifying, re-engineering, or enhancing any broadcast capability; utility costs or other operational expenses; or, any other reason, except for such amounts paid to the County for the right and permission to broadcast from the Radio Communication Tower located in EASEMENT 1, or located in such easement as may be provided by the City under paragraph 2 of the "City of Novi Easement Agreement and Grant." b. "Third-Party County License(s)" shall be defined as persons or entities that pay for and are granted a license(s) to put antenna's on the County Tower for the purposes of engaging in commercial radio and telephone communications for profit. "Third-Party County License(s)" shall not include the County or other governmental units that are granted a license(s) to place Page 3 Communications Tower Agreement-Novi 1/20/1998 v'. antennas on the County Tower for governmental or quasi-governmental purposes, and which are not engaged in commercial radio and telephone communications for profit. 4. That as further consideration for this agreement, the City and County agree that the City currently has a radio communications tower located at its DPW Facility at 26300 Delwal Drive, upon which there is additional and/or remaining radio capacity which the City may choose to market to third party licensees in the future. The City and County agree that the City will be allowed to retain and maintain its communications tower and the antennas currently attached thereto will remain on the structure. In the event the City does market its tower space to Third-Party Licensees, the City will pay to the County 15% of all revenues the City receives from such marketing. The City will insure that any Third-Party Licensee(s) will not interfere with the frequencies in use by the County or any of the County's agents, licensees, or County Third-Party Licensees. In any dispute involving frequency usage, Public Agency frequencies shall take precedence and priority over Third- Party Licensees frequency usage. 5. That as an additional Consideration for this agreement the County shall provide stand-by electrical power generating equipment to enable the County and the City to operate Radio Communication equipment located at the DPW site during periods when normal electrical service is interrupted. The City's equipment shall be as identified in Exhibit "C". The County shall be responsible for the construction, installation, operation and maintenance of such standby electrical power generating equipment, provided Page 4 Communications Tower Agreement-Novi 1/20/1998 •I flj however, that if the City determines, at its sole option, to heat the storage building with natural gas, the City shall permit connection to such lines by the County for the purpose of providing natural gas to the stand-by electrical power generating equipment, and the City shall supply such natural gas for the operation of such equipment. 6. The County shall provide proof of insurance with the coverages and in the amounts set forth in Exhibit "D", attached hereto; shall cause the City to be an additional named insured on all such policies. 7. The County or it's independent contractor shall be solely responsible for obtaining all permits and approvals that may be required for the operation of the radio communications room and related facilities. 8. The County shall comply with all applicable federal, and state laws, and rules and regulations relating to the operation of the radio communications room and any related facilities, and shall obtain all permits necessary for compliance with said statutes, rules and regulations. 9. The County shall, at its own expense, obtain all necessary permits and licenses required by the Federal Communications Commission (FCC) and the Federal Aviation Administration (FM) and shall be responsible for continual compliance with FCC and FAA rules and regulations. 10. The County hereby agrees to pay the City the total sum of $1.00 for the term of this lease agreement, and a sum not to exceed S 2.00 for any period of renewal. 11. The County shall ensure that the County's communication system shall not Page 5 Communications Tower Agreement-Novi 1/20/1998 Vtm interfere with the operation of the City's communication system. 12. The County and the City, each at their own cost and expense, shall promptly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement. 13. Except as specifically provided in this Agreement, nothing contained herein shall be construed to limit or otherwise alter the rights and interests of the City in its property. 14. That the term of this Agreement shall commence upon the date first written above and shall continue for a period of five (5) years; and shall be renewed automatically for an additional five (5) year period, unless written notice of intent not to renew is provided by either party, to the other party, not less than 1 year prior to the expiration of the term of the original agreement, or any renewal thereof. 15. If during the term of this Lease (or any period of renewal), the City sells, devises, or otherwise becomes divested of the real property on which the storage building containing the County radio communications room is located, or, if during the term of this Lease (or any period of renewal), the City sells, devises, or otherwise becomes divested of the building in which the County radio communications room is located, then the City shall either: (1) provide the County with a radio communications room of the same size, located on or near the same site where the County Radio Communications Tower is currently located, or at or near the site where the County Radio Communications Tower Page 6 Communications Tower Agreement-Novi 1/20/1998 • is moved (if that should become necessary), at no expense to the County except for the County's responsibility to remove and re-install the radio communications equipment; or (2) allow the County to construct a building to house the radio communications equipment either on the site of the easement where the current radio communications tower is located, or on the site of the easement to where the radio communications tower is moved (if that should become necessary). The cost of providing such a structure would be the sole responsibility of the City, and would include the responsibility for providing hookups for any and all utilities necessary for the operation of the radio communications room related facilities. 16. This Agreement shall inure to the benefit of and be binding upon the respective parties hereto, their successors and assigns. 17. This Lease embodies the whole agreement between the parties and supersedes and revokes a lease between the City and the County dated March 19, 1992, and any other prior understanding(s) and agreement(s) that may exist between the Parties. There are no promises, terms, conditions, or obligations other than those contained herein. There may be no modification of this Agreement, except in writing. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year indicated. IN WITNESS WHEREOF, KATHLEEN S. McLALLEN, Mayor of the CITY OF NOVI, a Michigan Municipal Corporation, has been duly authorized by the CITY COUNCIL for the CITY OF NOVI to execute this Lease Agreement between the City of Novi and the County Page 7 Communications Tower Agreement-Novi 1/20/1998 04 WITNESSES: By Ze*,. adov acY 174 'a heida,s By: 5-2 - lEiY-KATHLEEN S. McLALLEN, Mayor of Oakland on behalf of the CITY OF NOVI, and hereb y accepts and binds the CITY OF NOVI to the terms and conditions of this Lease Agreement on this /r day of Se/o teirthec , 1998. For the CITY OF NOVI, a Michigan Municipal Corporation j-Z-X.,7&e C/644,z0 -/-477teeil- BY: TONNI L. BARTHOLOMEW, City Clerk STATE OF MICHIGAN ) ) ss COUNTY OF OAKLAND ) The foregoing instrument was acknowledged before me this 'day of , 1998. by Kathleen S. McLallen, Mayor, of the CITY OF NOVI, a Michigan Munidpat Corporation, that she has been duly authorized to execute this Lease Agreement between the City of Novi and the County of Oakland on behalf of the CITY OF NOVI. ezoe eak1"64,5 , Notary Public, Oakland County, Michigan My Commission Expires: /0/ / ?of.- IN WITNESS WHEREOF, JOHN P. McCULLOCH, Chairperson of the Oakland Count y Board of Commissioners, on behalf of the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, hereb y accepts and binds the COUNTY OF OAKLAND to the terms of this Lease Ag reement between the City of Novi and the County of Oakland on behalf of the COUNTY on this da y of , 1998. Page 8 Communications Tower Agreement-Novi 1/20/1998 WITNESSES: COUNTY OF OAKLAND, a Michigan Municipal and Constitutional Corporation By: JOHN P. McCULLOCH, Chairperson Oakland County Board of Commissioners By STATE OF MICHIGAN ) ) ss COUNTY OF OAKLAND) The foregoing instrument was acknowledged before me this day of , 1998, by JOHN P. McCULLOCH, Chairperson of the Board of Commissioners of the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, on behalf of the Corporation. , Notary Public, Oakland County, Micnigan My Commission Expires: I/ By: Page 9 Communications Tower Agreement-Novi 1/20/1998 c/) cc L.) 07 4.1 C4 cg c14 txis r. STORAGE ARCA Zr' Ow (Set cC g et) gq, C14 IC Cc g 4c4 tv4i !0*: :12f Cr— 15.00* PROPOSED STORAGE ! BUILDING a! ON 1. CONCRETE FOUNDATION .F. 904,75r PAR 400 :CT IMP= PARKING CV R. STAM)3 PANCDIC OAK tes. /4-4) .11• • 1\)0 VI. To Lk.) E( TE LEVEL P., Atm° Roo IA-) ; . 30 ' ex" 1 ._ r i j 1 1 2m0 L. e ve L- i , . . .. 1 1 1 _ 1 . 5 -rni i As/ -ro egi* L.EvEt_ EXHIBIT ''C" INVENTORY OF EQUIPMENT ELIGIBLE FOR STANDBY ELECTRICAL POWER HOOKUP • S • EXHIBIT "D" INSURANCE REQUIREMENTS 1. The County shall procure and maintain in force during the term of this lease the following insurance and/or self-insurance: 1. Workers' Compensation Insurance - as required by the Workers' Compensation Law of the State of Michigan for all of his employees engaged in Work connected with this Contract. Also, Employer's Liability Insurance in an amount of not less than $100,000.00. 2. Commerecial General Liability Insurance - to protect from claims for damages because of bodily injury, sickness, or diseases or death of any person other than employees including claims insured by personal injury liability coverage and from claims for injury or destruction of tangible property including loss of use resulting therefrom, any and all of which may arise out of or result from the operations under the Contract whether such operations be by the County or by any contractor or subcontractor or any directly or indirectly employed by any of them or for whose acts any of them may be legally liable. Such insurance shall provide $1,000,000.00 combined single limit comprehensive general liability with $3,000,000.00 aggregate amount, broad form endorsement, or the following minimum requirements: I. Products and complete operations 2. Broad form property damages 3. Premises/Operations 4. Independent contractors 5. Blanket-Broad Form Contractual 6. Personal Injury - Delete contractual exclusion "A" and employee exclusion "C" The City of Novi, its individual employees, elected and appointed officials, and agents shall be named as additional insureds. 3. Combined Single Limit Automobile Liability in the amount of S1.000,000.00. The policy shall include coverage for owned, non-owned and hired and leased motor vehicles, as well as required no fault coverage. 4. Umbrella Excess Liability Insurance - the County shall maintain insurance during the life of the contract Umbrella Excess Liability Insurance in a single limit of at least $1,000,000.00. This insurance shall provide coverage at least as broad as that included in the comprehensive general liability and comprehensive motor ' f 1 b 1 vehicle liability policies and also include the employer's liability insurance in excess of that included in the worker's compensation policy. 2. General Certificates of Insurance All Certificates of Insurance, self insurance, and/or duplicate policies of any outside vendor or contractor shall contain the following clauses: 1. "The insurance company(s) issuing the policy or policies shall have no recourse against the City of Novi for payment of any premiums or for assessments under and form of policy." 2. "Any and all deductibles in the above-described insurance policies shall be assumed by and be for the account of, and at sole risk of, the contractor." All Certificates are to provide 30 days notice of material change or cancellation. Certificates of Insurance and insurance binders must be provided no less than ten (10) working days before commencement of work to the City of Novi. 3. Waiver of Subrogation Rights In the event of fire or other damage to the Premises, the Parties, including agents of Tenant or Landlord, and any successor(s) to Landlord, agree to mutually waive their rights of subrogation and recovery against each other. • r 1 # I I Resolution #98291 November 19, 1998 The Chairperson referred the resolution to the Finance Committee. There were no objections. r • FISCAL NOTE (M.R. #98291) By: Finance Committee, Sue Ann Douglas, Chairperson IN RE: DEPARTMENT OF CENTRAL SERVICES - LEASE AGREEMENT & EASEMENT AND GRANT AGREEMENT BETWEEN THE CITY OF NOVI AND THE COUNTY OF OAKLAND TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-F of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The resolution requests approval of the lease agreement for a radio communications facility located in the storage building at the City of Novi Department of Public works. 2. The resolution also requests authorization of an Easement and Grant Agreement between the City of Novi and the County of Oakland. 3. This agreement results in a one-time cost of $19,250 and has continuing annual cost of approximately $12,500, for a total of $31,250, which is available in the Radio Communications fund balance. 4. Radio Communications Adopted Budget needs to be amended as follows: FY 1999 FY 2000 13-660100-00010-1584 Prior Years Revenue $31,750 $12,500 13-660200-00010-3696 Tower Charges 31,750 12,500 FINANCE COMMITTEE FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. December 10, 1998 S ca t al a '••11-8 `.-44 G. William Caddell, County Clerk Resolution #98291 December 10, 1998 Moved by Palmer supported by Moffitt the resolution be adopted. AYES: Taub, Wolf, Amos, Coleman, Douglas, Garfield, Gregory, Hoffman, Holbert, Huntoon, Jacobs, Jensen, Johnson, Kaczmar, Kingzet'z, Law, McCulloch, McPherson, Millard, Moffitt, Obrecht, Palmer. (22) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. 1.1.•••nn=11111a•MMIOMM11.0011111. I HEREBY APPOV-1HE,FOREG(V 1ESOLUTON /2"/4 7 - L Brooks Pattetack—County Executive Date STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, 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 10, 1998 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 thj,s 3/0th day of.December, 1998.