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HomeMy WebLinkAboutResolutions - 2008.10.02 - 9600REPORT October 2, 2008 BY: Planning and Building Committee, Sue Ann Douglas, Chairperson IN RE: MR #08194 — DEPARTMENT OF INFORMATION TECHNOLOGY, CLEMIS DIVISION — REQUEST TO TERMINATE THE COMMUNICATION TOWER AGREEMENT WITH THE CITY OF ROCHESTER HILLS AND REQUEST FOR APPROVAL OF TRANSFER OF OWNERSHIP AND LICENSE AGREEMENT OF A COMMUNICATIONS TOWER AT 1000 ROCHESTER HILLS DRIVE, ROCHESTER HILLS, OAKLAND COUNTY, MICHIGAN To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Planning and Building Committee, having reviewed the above-titled resolution on September 23, 2008, reports with a recommendation that the resolution be adopted. Chairperson, on behalf of the Planning and Building Committee, I move acceptance of the foregoing report. PLANNING AND BUILDING COMMITTEE PLANNING & BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Gingell absent. .; MISCELLANEOUS RESOLUTION #08194 September 18, 2008 BY: General Government Committee, Christine Long, Chairperson IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY, CLEMIS DIVISION — REQUEST TO TERMINATE THE COMMUNICATION TOWER AGREEMENT WITH THE CITY OF ROCHESTER HILLS AND REQUEST FOR APPROVAL OF TRANSFER OF OWNERSHIP AND LICENSE AGREEMENT OF A COMMUNICATIONS TOWER AT 1000 ROCHESTER HILLS DRIVE, ROCHESTER HILLS, OAKLAND COUNTY, MICHIGAN To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen . WHEREAS, the Oakland County Board of Commissioners by MR 92120, approved the Communications Tower Agreement with the City of Rochester Hills to locate a tower at 1000 Rochester Hills Drive, Rochester Hills, Michigan to be utilized for 800 MHz County-wide Communications System (800 MHz radio system'); and WHEREAS, the Oakland County Board of Commissioners, by MR 98308, recognized that the County's current 800 MHz radio system needed to be upgraded and expanded to encompass all public safety agencies in Oakland County and to create interoperabi:ity among public safety agencies; and WHEREAS, to properly implement and operate the new 800 MHz radio system, the County utilized existing, communication towers wherever possible and constructed additional new towers as needed at sites throughout the County; and WHEREAS, the existing tower at 1000 Rochester Hills Drive, Rochester Hills, Michigan, which supports the current 800 MHz radio system. was determined to be technically and structurally insufficient for the requirements of the new 800 MHz radio system; and WHEREAS, the City of Rochester Hills was extremely cooperative in expediting permits and processes to enable the construction of a new tower on the Home Depot property at Rochester and Avon Roads that does meet the technical and structural requirements of the new 800 MHz system: and WHEREAS, the Communications Tower Agreement, Section 11, provides that Rochester Hills shall have the option to take over ownership, control ano possession of, and responsibility for the tower, equipment building and related facilities located at 1000 Rochester Hills Drive, Rochester Hills, Michigan upon termination of such Agreement: and WHEREAS, although the new 800 MHz raoio system is not operational, the Department of Information Technology recommends that the Communications Tower Agreement be terminated to allow Rochester Hills the ability to lease or license space on the tower to private utilities to generate revenue for Rochester Hills, conditioned on the fact that Rochester Hills license space on the tower back to the County, free of charge; and WHEREAS, the Department of Information Technology would seek to terminate the Communications Tower Agreement and transfer ownership of the tower and equipment building to Rochester Hills at the time the new 800 MHz radio system is operational: and WHEREAS, a license to utilize the communication tower at 1000 Rochester Hills Drive is necessary to support equipment for the current 800 MHz radio system until such time as the system ceases to exist. and may have potential value for a cell site to remediate coverage problems on the new 800 MHz system, if any, and WHEREAS, the Department of Information Technology, the Department of Facilities Management and Corporation Counsel have reviewed the attached Transfer of Ownership and License Agreement; and WHEREAS, it is the recommendation of tne Department of Information Technology and the Department of Facilities Management that the Board of Comm issioners accept and approve the terms and conditions of the attached Transfer of Ownership and License Agreement and execute such Agreement. NOW THEREFORE BE IT RESOLVED, that the Oakland County Board of Commissioners terminate the May 8, 1992 Communications Tower Agreement with the City of Rochester Hills. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners approves and authorizes the attached Transfer of Ownership and License Agreement between the County of Oakland and the City of Rochester Hills. BE IT FURTHER RESOLVED that the County of Oakland Board of Commissioners directs its Chairperson or his designee to execute the attached Transfer of Ownership and License Agreement and all other documents necessary to effectuate such Agreement. Chairperson, on behalf of the General Government Committee. I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMPTIEE GENERAL GOVERNMENT COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Potter and Jacobsen absent. TRANSFER OF OWNERSHIP AND LIcuiLailialaa This Transfer of Ownership and License Agreement is ("Agreement") entered into this day of , 2008, by the County of Oakland, a municipal and constitutional corporation located at 1200 North Telegraph Road, Pontiac, MI 48341, ("County") and the City of Rochester Hills, a municipal and constitutional corporation located at 1000 Rochester Hills Drive, Rochester Hills, MI 48309 ("Rochester Hills"). BACKGROUND A. On May 8, 1992, the County and Rochester Hills entered into a Communications Tower Agreement, a license agreement, to allow the County to install, operate and maintain a radio transmission tower, equipment building and related facilities at 1000 Rochester Hills Drive, Rochester Hills, Michi2an, B. The Communications Tower Agreement allowed Rochester Hills the right, free of charge, to use the tower and related facilities, installed by the County, in order to conduct communications operations for public health, safety and other legitimate governmental functions. C. The term of the Communications Tower Agreement was for twenty-five (25) years. D. Upon termination of the Communications Tower Agreement, Section 11 provide that the County, at the request of Rochester Hills, shall transfer ownership, control and possession of, and responsibility for, the tower, equipment building and related facilities located at 1000 Rochester Hills Drive, Rochester Hills, Michigan to Rochester Hills, E.. The Parties now desire to terminate the Communications Tower Agreement. F. The County received a letter from the Mayor of Rochester Hills, dated August 5, 2008, requesting transferring ownership of the tower to Rochester Hills. G. Upon termination of the Communications Tower Agreement and transfer of ownership of the tower to Rochester Hills, Rochester Hills shall license space on the tower to the County. In consideration of the mutual covenants contained in this Agreement, the Parties agree to the following terms and conditions: §1. Termination of Communications License Agreement. The May 8, 1992 Communications Tower Agreement between the County and Rochester Hills shall terminate on the date this Agreement is fully executed by both Parties. §2. Transfer of Ownership. Pursuant to Section 11 of the Communications Tower Agreement, the County shall transfer ownership, control, possession of. and responsibility for, the tower equipment building and related facilities, located at 1 000 Rochester Hills Drive, Rochester Hills, Michigan and currently owned by the County, to Rochester §3. insurance. Upon execution of this Agreement, the County shall cease all insurance coverages required by the Communications Tower Agreement. Upon execution of this Agreement and pursuant to Section 21 of this Agreement. Rochester Hills shall be solely responsible for insuring the tower. equipment building, arid related facilities located at 1000 Rochester Hills Drive, Rochester Hills, Michigan. Upon execution of this Agreement and 1 pursuant to Section 21 of this Agreement, the County shall be solely responsible for insuring its equipment located on the tower or in the equipment building located at 1000 Rochester I tills Drive, Rochester Hills, Michigan. §4. Grant of License. The County is granted a license to locate, install, operate, and maintain communication equipment on the tower and in the equipment building located at 1000 Rochester Hills Drive, Rochester Hills, Michigan, as more fully described in Exhibit A. The County is granted a license for ingress and egress and for the location of public utilities, if any are needed, to the tower and equipment building located at 1000 Rochester Hills Drive, Rochester Hills, Michigan. §5. Term of License. The term of this Agreement shall conunence on the date this Agreement is fully executed by both Parties ("Commencement Date") and shall end on the first (1st) anniversary of the Commencement Date ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically be extended for an additional one (1) year term, and upon expiration of the extended term shall be automatically extended for up to three (3) more one (1) year terms unless terminated by either party in accordance with Section 16 of this Agreement. §6, License Fee, The County shall pay Rochester Hills the sum of one dollar ($1.00) annually during the Initial Term and any extended term(s) of this Agreement as a license fee. §7. Use of Tower and Equipment Building. 7.1. The County shall use the tower and equipment building located at 1000 Rochester Hills Drive, Rochester Hills, Michigan for radio and microwave equipment or as agreed to by the Parties in writing. 7.2. The County's use of the tower and equipment building will comply with all applicable laws, regulations, rules, and ordinances. 7.3. The County and Rochester Hills shall not install equipment or conduct operations on the tower and/or equipment building in a manner which will prevent, obstruct, or interfere with the other Party's communication uses of the tower and/or equipment building as set forth in this Agreement. §8. Installation, Alterations, Repairs and Maintenance of Eqiiipment 8.1. The equipment currently installed on the tower or in the equipment building by the County is set forth in Exhibit A. 8,2. The County may replace used, broken, or obsolete equipment with equipment that has similar physical dimensions, characteristics, and impact as the existing equipment, provided notice is given to Rochester Hills before or within a reasonable time after should immediate repair or replacement be required. The County shall not install equipment in a manner that may adversely affect the physical and structural integrity and capacity of the tower as designed or that causes damage to Rochester Hills' property. 8.3. Except as allowed in Section 8.2 above, the County shall not make any other installations, alterations or improvements to the tower and/or equipment building without Rochester Hills' prior written consent. Rochester Hills shall not be required to consider any request by County under this Suction unless it is accompanied by detailed plans and specifications, which if approved, will amend the appropriate Exhibit to this Agreement. 2 8.4. The County shall be responsible for obtaining and paying for all governmental approvals, permits, and/or licenses necessary for the installation_ alteration, repair, and maintenance of the equipment. 8.5. The installation, alteration. repair, and maintenance of the equipment shall be performed by the County in a workmanlike manner (consistent with good construction and engineering practices) and shall be completed in compliance with all applicable laws, rules, ordinances, and regulations. §9. Interference. The Parties recognize the potential for broadcast and electronic interference inherent in multiple use of the tower and the need to cooperate with each other to provide reliable public safety radio communications while preventing the occurrence of interference and promptly eliminating it if it occurs. 9.1. Each Party shall create and maintain a written record of the day, time, and nature of all equipment placed, or work performed on the tower or equipment building, and of any changes or adjustments made in their operations. As between the Parties and without waiver of any exemption from public disclosure under the Freedom of Information Acts, such records shall be disclosed to the other Party in connection with an interference claim. 9.2. The Parties shall promptly notify, the other of any interference experienced with their respective broadcasting activities believed to be attributable to the other Party's activities including the date and time it was first experienced and a description of the interference. 9.3. If interference with either Party's broadcast activities or electronic equipment is caused by a change in Rochester Hills or County's equipment or operations from those which existed upon Commencement Date, the Parties will cooperate in taking reasonable steps to correct the condition causing the interference, as provided in Section 9.4. 9.4. Claims regarding interference and any disagreements regarding the existence and sources of interference shall be resolved consistent with the following general principles or as may be otherwise agreed by the Parties. (i) Time is of the essence, (ii) Interference claims should be specifically described, and whenever possible, specify the alleged or potential sources and proposed or requested corrective measures. (iii) Parties alleged to be causing interference shall voluntarily implement requested corrections if it is possible and it can be done without compromising public safety communications, consistent with their analysis of the claim. (iv) Parties causing or contributing to interference shall be responsible for the cost of correction. (v) Disputes regarding the existence and/or sources of claimed interference shall be resolved, when necessary, by analysis and opinion of an independent expert, selected at random, from names submitted by the Parties involved in the dispute, with the cost of the independent expert to be paid pro rata by the Parties found to be causing or contributing to the interference. 3 9.5. If Rochester Hills licenses or leases space on the tower to other entities (besides the County), such license or lease agreement shall contain a clause that states the other entity shall not cause interference with the County's equipment on the tower and/or in the equipment building. The license or lease agreement between Rochester I-Tills and the other entity shall also include a clause that requires the other entity to correct any interference that it might cause with the County's equipment immediately upon written notice by the County of such interference. §10. Assignment and Subletting. 10.1. The County shall not assign, transfer or encumber this Agreement or the license granted herein, in whole or in part, or sublet all or any part of the Site without Rochester Hills' written consent. Maintenance of Tower and Site. 11.1, To ensure physical and structural integrity, Rochester Hills shall, at its own expense, maintain the equipment building and the tower (consistent with its design) in good working order, condition, and repair, and in compliance with all applicable laws, regulations, rules, and ordinances. Rochester Hills and the County shall keep the equipment building and area surrounding the tower free of debris. §12. Access to Site, 12.1. The County shall have the right to access the equipment building and tower twenty-four (24) hours a day, seven (7) days a week. §13. Utilities. 13.1. The County shall provide and pay for the electric and other utility services, including emergency generator power, necessary for the operation of its equipment. §14. Quiet Enjoyment. 14.1. The County shall peaceably and quietly enjoy and hold the rights and the privileges granted under this Agreement without hindrance or interference by Rochester Hills. §15. Governmental Approvals. 15.1. This Agreement is contingent upon the County obtaining and maintaining all necessary governmental approvals, permits, and/or licenses that the County deems necessary and are required by law. Jf such approvals, permits, and/or licenses are not obtained or maintained, then the County may terminate this Agreement and proceed pursuant to Section 16. §16. Termination. 16.1. Termination by Rochester Hills: Upon thirty (30) days written notice, Rochester Hills may terminate this Agreement if: (1) the County fails to use the site according to use set forth in Section 7 or (2) the County is in breach of the Agreement and has failed to cure the breach within sixty (60) days of receiving notice from Rochester Hills that the Count -y is in breach. The notice from Rochester Hills, setting forth the breach, shall sufficiently describe the breach so as to give the County enough information to cure such breach. §1 .1 . 4 16.2. Termination by County: Upon thirty (30) days written notice, the County may terminate this Agreement if the County determines that this Agreement is no longer necessary for County purposes or for technological reasons. 16.3. Within sixty (60) days of termination, unless otherwise agreed to by the Parties, the County shall remove all public safety radio equipment and related equipment from the tower ancVor equipment building. §17. Condemnation, 17.1. In the event the entire land is taken by emineot domain, this Agreement shall terminate as of the date title to the land vests in the condemning authority. In the event a portion of the land is taken by eminent domain so as to materially hinder effective use of the tower andior Site by the County, either Party shall have the right to terminate this Agreement as of said date of title transfer, by giving thirty (30) days written notice to the other Party. In the event of any taking under the power of eminent domain, the County shall not be entitled to any portion of the reward paid for the taking and Rochester Hills shall receive full amount of such award. The County shall have the right to claim and recover from the condemning authority, but not from Rochester Hills, such compensation as may be separately awarded or recoverable by County on account of any and all damage to the County and any costs or expenses incurred by the County in moving/removing its equipment, personal property, and leasehold improvements. §18. Damage or Destruction of Tower. 18.1. If the tower or any portion of the tower is destroyed or damaged so as to hinder the County's effective use of the tower, Rochester Hills shall repair such damage or rebuild the tower as soon as possible and restore the tower to the same condition which existed immediately prior to the damage or destruction. If Rochester Hills fails or refuses to make the necessary repairs, the County shall have the right, at its discretion and after written notice to Rochester Hills, to repair or rebuild the destroyed or damaged tower, with the reasonable costs to be paid by Rochester Hills. §19. 19.1. Each Party shall be responsible for its acts, the acts or its employees and agents, the costs associated with those acts, and the defense of those acts. §20. Environmental Matters. 20.1. For purposes of this Agreement, "Hazardous Material .' includes any hazardous, toxic or dangerous waste, substance or material as defined in he Comprehensive Environmental Response, Compensation, and Liability Act, or any other existing federal or state statute, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material. 20.2. County will not generate or store any hazardous material on or about the Site, unless approved by Rochester Hills or provided by law, §21. Insurance. 21.1. The County is self-insured with respect to general liability claims. The County has purchased a separate insurance policy for property claims. The Parties mutually agree to 5 have their property insurance companies endorse their respective policies and issue policy endorsements evidencing the mutual waiving of the right of subrogation against the opposing Party for loss which is covered under the policy of property/fire insurance. §22. Hold Over. 22,1. Any hold over after the expiration of this Agreement with the consent of Rochester Hills, shall be construed to be a tenancy from month to month and shall otherwise be for the term, and the conditions herein specified, so far as applicable. §23. Notices. 23.1. All notices, requests, demands, and other communications required by this Agreement shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: To Rochester Hills: Clerk City of Rochester Hills 1000 Rochester Hills Drive Rochester Hills, MI 48309 With a copy to: Supervisor of Communications Services City of Rochester Hills 1000 Rochester Hills Drive Rochester Hills, MI 48309 To County: With a copy to: CLEMIS Manager, Department of Information Technology 1200 North Telegraph Road, Building 49 West Pontiac, MI 48341 Property Management Specialist. Oakland County Department of Facilities Management 1 Public Works Drive Waterford, MI 48328 §24. Relationship of Parties. 24.1. Nothing contained in this Agreement shall be deemed or construed to create a relationship of principal and agent or of partnership or joint venture between the Parties. §25. Headings. 251 The section headi he,s used throughout this Agreement are provided for reader convenience only and shall not be controlling in the interpretation of this Agreement. §26. Entire Agreement 26,1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior offers, negotiations, and/or agreements between the Parties relative to the subject matter addressed herein. The Parties represented that there are no understandings, representations, or promises of any kind, oral or written, that have been made by 6 Rochester Hills to induce the execution of this Agreement except those expressly set forth in this Agreement. §27. Invalid Provision 27.1. The invalidity or unerilbrcability of any sections or subsections of this Agreement shall not affect the validity or enforceability of the remainder of this Agreement or the remainder of any sections or subsections. This Agreement shall be construed in all respects as if any invalid or unenforceable sections or subsections were omitted. §28. Governing Law and Venue 28.1. This Agreement shall be construed in accordance with, and subject to, the laws of the State of Michigan. To the extent provided by law, any action at law, suit in equity, or other judicial proceeding for the enforcement of this Agreement or any provision thereof shall only be instituted in the Oakland County Circuit Court, a District Court located in Oakland County, or the United States District Court for the Eastern District of Michigan, depending on the nature of the action, suit, or other proceeding. §29. Amendment 29.1. This Agreement may not be changed, modified, amended, or altered, except by an agreement in writing, signed by both Parties. §30. Succession 30.1. This Agreement is binding upon the Parties and shall be binding upon their successive heirs, representatives, administrators, successors, subcontractors, and assigns. §31. Force IvIajeure 31.1. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control. Reasonable notice shall be given to the affected Party of any such event. §32. Discrimination 32.1. Either Party shall not discriminate against an employee, an applicant for employment, or another person or entity with respect to hire, tenure, terms, conditions, privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state, or local law. §33. Reservation of Rights. 33.1. The Agreement does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of either Party. §34. No Implied Waiver 34.1. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any right or remedy 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 7 provision of the Agreement, No waiver by either Party shall subsequently effect its right to require strict performance of this Agreement. §35. Remedies Not Exclusive. 351 The rights, remedies, and benefits provided by this Agreement shall be cumulative, and shall not be exclusive of any other rights, remedies and benefits, or of any other rights, remedies, and benefits allowed by law. §36. Counterparts. 36.1 This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, executes this Agreement on behalf of the Rochester Hills and hereby accepts and binds Rochester Hills to the terms and conditions hereof on this day of The City of Rochester Hills, a Municipal Corporation By: Date: WITNESS: By: Date: Signed and sworn to before me in the County of Oakland, Michigan, on the day of . 200 Notary Public, State of Michigan, Oakland County, My Commission Expires: Acting in the County of Oakland 8 4/30/92 COMMUNICATIONS TOWER AGREEMENT m Ay 2 1-1 This Agreement, is entered into on May 8 , 1992 between the City of Rochester Hills (the "City"), a Michigan municipal corporation, whose address is 1000 Rochester Hills Drive, Rochester Hills, Michigan 46309, and the County of Oakland (the "County"), a Michigan Constitutional corporation, whose address is 1200N. Telezratth Rd.,Perl=p Michigan 48341 WHEREAS, the County has requested the City's permission to install, operate and maintain a communications tower, equipment building and related facilities on certain property (-the ..• subject property") owned by the City; and WHEREAS, the subject property is the location of the City's municipal and administrative offices; and " WHEREAS, the County intends and represents that the proposed tower, building and related facilities will replace the County's existing communications facilities, and will significantly enhance the County's communications capabilities to various governmental agencies, resulting in improved public services including emergency services; and WHEREAS, utilization of the proposed tower by the City will allow the City to avoid the necessity and expense of having to improve or replace the City's existing communication tower and related facilities; and WHEREAS, in the City's and County's judgment, the public's best interests will be served and public funds will be more efficiently utilized if the County is permitted to construct the proposed tower, equipment building and related facilities on the subject property, and if the City is permitted to utilize the tower. NOW THEREFORE, in consideration of the mutual promises, responsibilities and obligations set forth herein, the City and County agree: 1. Grant of License. Subject to, and conditioned upon, the County's continued conformance to and fulfillment of the terms and conditions set forth in this Agreement, the County shall be, and hereby is, granted a license allowing the County to install, operate and maintain on the subject property a radio transmission tower, equipment building and related facilities in accordance with, and as are more fully described on, the site plan attached as Exhibit "A." Except as specifically provided in this Agreement, nothing contained herein shall be construed to lessen or otherwise alter the City's rights and interest in the subject property. 2. County ResDonsibilitv Como1ianr .With jqa. During the term of this Agreement and any extensions thereof, the County shall have full and exclusive responsibility for the design, installation, operation, use, maintenance, repair, replacement and/or removal of the tower, equipment building and related facilities. The County shall perform and conduct design, installation, operations, maintenance, repair, replacement, and/or removal of the tower, equipment building and related facilities in a neat and workmanlike manner 2 consistent with good engineering practices. The County shall undertake all appropriate measures to ensure the safety of the site during and following installation. The County shall conform with, and remain subject to, all applicable federal, ' state and local laws, ordinances, regulations, rules, and requirements relating to the design, installation, operation, use, maintenance, repair, replacement and/or removal of the tower, equipment building and related facilities, and the County shall apply for and obtain any necessary permits and approvals required thereby. 3. BQplacements. The County may from time to time replace any of the facilities to be installed with new or different . facilities with the same or different specifications, provided that the replacement otherwise conforms to this Agreement and all applicable federal, state and local laws, Ordinances, regulations, rules and requirements, and further provided that with respect to the tower and equipment building no replacements shall exceed the height, length and width dimensions shown on the approved site plan unless prior approval is obtained from the City. 4. Electric aervice. The County shall not utilize electric power supplied by the City's existing transformer located on the subject property. Electric service for the tower, equipment building and related facilities shall be provided through a new transformer and meter to be installed by the County. The County shall be solely responsible for the cost of such electric service, transformer and meter. 3 S. City's Use of County Tower. The City shall have the right, free of charge, to use the tower and related facilities installed by the County in order to conduct communications operations for public health, safety and other legitimate municipal government functions. This right of use shall include "repeater capability." The City's existing communications system shall be relocated by, and at the expense of, the County to the County tower, with no reduction in the City's transmittal or receiving capabilities. During relocation, the County shall minimize the time that the City's communications system is down. If it becomes necessary for the City's communications system to be down for more than a minimal amount of time, then the County shall, at no cost to the City,' provide the City with a temporary communications system. Additionally, the County shall relocate two (2) 6db station master antennas from the City's existing tower to the new County tower and shall wire them to the radio room, and two (2) 3db station master antennas shall also be installed and wired by the County to the radio room for the City's use. During and subsequent to the installation of the County tower, the County and the City shall each undertake any reasonable measures necessary to prevent and remove any interference with the other's communications. -6. Equipment Building Use By City. The County shall, free of charge to the City, design and construct the equipment building to provide a 12' by 8' locked, fully-enclosed space for the City's use for storage purposes. 4 7. Removal of City _ILIwer. Once the County's tower is installed and operational, the County shall, at its sole cost, dismantle and remove the City's existing communication tower and related facilities located on the subject property. The City shall be entitled to any proceeds from salvage or re-sale of the City tower and related facilities. 8. Indemnification. The County shall hold harmless, indemnify, represent and defend the City, its elected and appointed officials, employees, volunteers and agents from and against any and all claims, demands, suits, liability, or loss, including all costs and/or damages connected therewith, for death, personal injury or property damage or any other claim relating to or arising out of the design, location, construction, operation, use, maintenance, repair, or replacement of the tower, equipment building and related facilities, except in regard to those claims which arise out of the sole negligence of the City, its officials, employees, volunteers or agents. 9. Insurance. Throughout the term of this Agreement and any extensions thereof, the County shall carry the following insurance coverages. 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. In addition, the County shall require any contractors involved in the installation, operation, maintenance, repair or replacement of the tower, equipment building and related facilities to carry like insurance. 5 A. Worlmen's Compensation Insurance: Worker's compensation insurance, including employer's liability coverage, shall be in accordance with all applicable statutes of the State of Michigan. B. cs2_e_r_c_ae_ral.Liatility_laminiaer surance: Commercial general liability insurance on an "occurrence basis" with limits of liability not less thaiT $3,000„.090A per occurrence and/or aggregate combined single limit, personal injury and property damage. Coverage shall include the following extensions: (i) contractual liability; (ii) products and completed operation; (iii) independent contractor's coverage; (iv) broad form general liability extensions or equivalents; and (v) deletion of all explosion, collapse and underground exclusions. • C. Motor Vehicle Liabi11±x_Inaumaaaa: Motor vehicle liability insurance, including Michigan no-fault coverages, with limits of liability of not less than $2,000,000 per occurrence combined single limit for personal injury and property damage. Coverage shall include all owned, non-owned and hired vehicles. D. 6dditional Insured: Commercial general liability and motor vehicle coverages, as described above, shall include an endorsement stating the following shall be "Additional Insureds": The City of Rochester Hills, all elected and appointed officials, all employees and volunteers, all boards, commissions and/or authorities and board members, including employees and volunteers thereof. 6 These coverages shall be primary to the Additional Insureds and not contributing with other insurance or similar protection available to the Additional Insureds even though other available insurance be primary, contributing or excess. E. Cancellation Notice: Worker's compensation insurance, commercial 'general liability insurance and motor vehicle liability insurance, as described above, shall include an endorsement stating that the City shall be given thirty (30) days advance written notice of cancellation, non-renewal, reduction and/or material change in such coverages. 10. 11"AL.d_2m,A,1_11.1_g_o_f_sw. The County-shall not lease, •or otherwise assign, delegate or convey its rights and • obligations under this Agreement, nor shall the County allow the tower to be used by third parties, without first obtaining . , the City's consent, and subject to such terms and conditions as the City may require. 11. Term. The term of this Agreement shall be 25 years, which shall automatically be extended for successive 5 year periods unless written notice of intent not to renew is provided by either party, to the other party, at least 1 year prior to the expiration of the original 25 year term, or any 5 year extension thereof. Upon termination of this Agreement, the City shall have the option to take-over ownership, control and possession of, and responsibility for, the tower, equipment building and related facilities. Otherwise, the County shall, 7 CITY OF ROCHESTER HILLS By Billie M By: / l Jag. c. kra y'S 4 - ry rreeman /71- . _y( By Its: 8 upon termination of this Agreement, dismantle and remove the tower, equipment building and related facilities, and shall reasonably restore the subject property to its prior condition. 12. Successors. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto, and their respective successors subtenants or grantees. 13. ptire Agreement.. This Agreement sets forth the entire agreement of the parties and supercedes any prior understandings and agreements that may have existed between the parties. Any amendment or modification of this Agreement shall be in writing. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year indicated above. WITNESSED BY Keith Sawaon, Clerk COUNTY OF OAKLAND Jack C. Hays STATE OF MICHIGAN COUNTY OF OAKLAND The foregoing instrument was acknowledged before me on may 8. , 1992, by Billie M. Ireland, Mayor, and Keith Sawdon, Clerk, of the City of Rochester Hills, on beha4—pf the City. Dolores M. Notary Public Oakland County, Michigan My Commission Expires: 08/22/95 STATE OF MICHIGAN COUNTY OF OAKLAND The foregoing instrument was acknowledged before me on June 11 • 1992, by Larry P. Crake who is the Chairman of the Board of the County of Oakland, on behalf of the County/. /if Jack C. Hays thOtary Public Oakland County, Michigan L-* Commission Expires: 5-16-94 6319Y 9 • WITNESSED BY: ''AfiA a1 Karen L. Gray 01'17,74_12-IL_ g7a--1t-LAZEI-P Cornelia C. VaniLvelt COUNTY OF OAKLAND Daniel T. Morphy Oakland County Executive STATE OF MICHIGAN COUNTY OF OAKLAND The foregoing instrument was acknowledged before me on 1992, by Daniel T. Murphy, who is the Oakland County Executive, on behhlf tif the County. Maly M.(Alsup Notary Public, Oakland County, Michigan. My Commission Expires: Miscellaneous Resolution 92120 June 11, 1992 I HEP7- THE FOREGOING RESOLUTION fAnicl T. iliac ),-ty 4CoOnty Eiecutiv4 fi Data E. Olsen, Commissioner trict-No. 17 BY: John E. Olsen, Commissioner District No. 17 IN RE: Central Services/Radio Communications-800 MHZ County-Wide Communications System-Rochester Hills City Property Contract TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS: WHEREAS, the Board of Commissioners by MR 90281 on December 13, 1990, awarded a contact for the construction of an 800 MHz County-wide communication system; and WHEREAS, such a system involves the construction of radio communication towers at various locations throughout the County; and WHEREAS, one of the planned tower sites is to be located in the City of Rochester Hills at 1000 Rochester Hills Drive, Rochester Hills, Michigan; and WHEREAS, the Radio Communications Oversight Committee, created by MR 91247 on December 12, 1991, has negotiated a contract with the City of Rochester Hills for use of its property in exchange for the use by the City of the tower for the City's communication; and WHEREAS, the Planning and Building Committee has reviewed and approved the aforementioned contract; and WHEREAS, MR 82176 requires that all intergovernmental agreements be approved by the Chairman of the Board of Commissioners. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached contract with the City of Rochester Hills and authorizes the Chairman of the Board to execute said contract in accordance with MR 82176. BE IT FURTHER RESOLVED that this contract shall also be Signed by the County Executive in order to be consistent with other system tower site contracts which do not involve other governments or government agencies. Mr. Chairperson, I move adoption of the foregoing resolution. Resolution '92120 June 11, 1992 Moved by Olsen supported by Pappageorge -the resolution be adopted. AYES: Bishop, Caddell, Crake, Ferrens,,Gosling, Huntoon, Jensen. Johnson, Krause, Law, McConnell, McCulloch, McPherson, Millard, Moffitt, Oaks, Obrecht, Olsen, Palmer, Pappageorge, Pernick, Price, Schmid, Serra, Skarritt, Wolf, Aaron. (27) MAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND I, Lynn O. alien, 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 on Commissioners on dune 11, 1992, with the original record thereof now remaining in may office. In Testimony Whereof, I have hereunto set my hand and affixe he seal of the Ownty of Oakland at Pontiac. Michigan this 11th day of June , 992 . Wen; County Clerk P11.1n••nnn••• aln•n••••• illirouLAND COUNTY IA IC lIGAta CEPARTMENT OF CENTRAL SEFtVICES Daniel T. Murphy, Oakland County ExecUtive H. Uoyd Hampton, Director MEMORANDUM TO: Jack Olsen, Chairperson Members of the Planning and Building Committee FROM: H. Lloyd Hampton, Director of Central Services Department SUBJECT: ROCHESTER HILLS TOWER SITE CONTRACT DATE: June 1, 1992 At the time I came before your Committee I believed that Rochester Hills wouldn't mind the change in wording in the 800 MHz tower site contract. However, the contract change, by the Planning and Building Committee on May 21, 1992, in section ten "Third Party Use of Tower", is not acceptable to the City of Rochester Hulls. The following is the history, since April of 1091, in obtaining the tower site in Rochester Hills: The tower at the City of Rochester Hills' offices was originally proposed at the NBD Building at 1-75 and Crooks in Tray. The - alternate site in the proposal was the Water Tower located in the City of Rochester. NBD would not allow the County the use of this site. The City of Rochester, owner of the Water Tower, would only commit to 6 one year renewable lease which was not acceptable to the County. The City of Rochester Hills allowed us to locate a tower on their complex with specific terms and conditions outlined in their approved form of contract. This contract does not preclude third party use of the tower but insisted such approval be at their discretion. This was considered acceptable since third party use was not available to the County at the NBD and Water Tower site and that the Rochester Hills' tower is, at Motorola's expense. icy E5fecuttve Office BuRdina • lee) Kim* "roier,r-3.-0.. . NG AND BUILDING COMMITTEE Miscellaneous Resolution 92110 BY: Planning and Building Committee, John E. Olsen, Chairperson IN RE: Central Services/Radio Communications - Contract with the City of Rochester Hills for a Radio Tower Site - Rochester Hills City Property. TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, the Board of Commissioners, on MR 90281, 12-13-90, awarded a contract for the construction of an 800 MHz county-wide communication system; and WHEREAS, such a system involves the construction of radio communication towers at various locations throughout the county; and WHEREAS, one of the planned tower sites is to be located the City of Rochester Hills Property, located at 1000 Rochester Hills, Drive, Rochester Hills, Michigan; and WHEREAS, the Radio Communications Oversite Committee, created on MR 91247, 12-12-91 1 has negotiated a contract with the City of Rochester Hilts for use of their property in exchange for use by them of the 800 MHz tower and microwave system; and WHEREAS, MR 82176, 6-3-82, requires that all intergovernmental agreements be approved by the Chairman of the Board of Commissioners; and NOW THEREFORE BE IT RESOLVED that the Oakland County Board Commissioners approves the attached contract with the City of Rochester Hills and authorizes the chairman of the Board to execute said contract in accordance with MR 82176. BE IT FURTHER RESOLVED that this contract shall also be signed by the County Executive in order to be consistent with other system tower site contracts which do not involve other governments or government agencies. Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. HER.F.DY VETO THE FOREGOING RESOLUTION May 21, 1992 DT WITNESS WHEREOF, executes this Agreement on behalf of the COUNTY OF OAKLAND and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this Agreement on this day of , 200 COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation By: Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners Date: WITNESS: BY: Date: Signed and sworn to before me in the County of Oakland, Michigan, on the day of 200 Notary Public, State of Michigan, Oakland County. My Commission Expires: Acting in the County of Oakland 9 Resolution #08194 September 18. 2008 The Chairperson referred the resolution to the Finance Committee and the Planning and Building Committee. There were no objections. FISCAL NOTE (MISC. 408194) October 2, 2008 BY: FINANCE COMMITTEE, MIKE ROGERS, CHAIRPERSON IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY, CLEMIS DIVISION - REQUEST TO TERMINATE THE COMMUNICATION TOWER AGREEMENT WITH THE CITY OF ROCHESTER HILLS AND REQUEST FOR APPROVAL OF TRANSFER OF OWNERSHIP AND LICENSE AGREEMENT OF A COMMUNICATIONS TOWER AT 1000 ROCHESTER HILLS DRIVE, ROCHESTER HILLS, OAKLAND COUNTY, MICHIGAN TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Pursuant te Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The existing tower at 1000 Rochester Hills Drive, Rochester Hills, Michigan was determined to be insufficient to meet the requirements of the new radio system. 2. The Department of Information Technology is requesting to terminate the Communication Tower Agreement at 1000 Rochester Hills Drive with the City of Rochester Hills and thereby transferring ownership and license agreement to the City of Rochester Hills to allow them lease or license space to generate revenue, conditionally that Rochester Hills license space on the tower back to Oakland County free of charge. 3. The tower being fully depreciated has operational expenses which are primarily utility costs and are not significant to warrant a reduction in the Radio Communications budget due to the continuing increases in utility rates. 4. No budget amendment is recommended, FINANCE COMITTER FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Rogers absent. ,p Resolution #08194 October 2, 2008 Moved by Rogers supported by Gershenson the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Burns, Coulter, Crawford, Gershenson, Gingell, Gosselin, Gregory, Greimel, Hatchett, Jacobsen, KowaII, Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard. (22) 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 NKr APPROVE THEIOREGOING RESOLUTION ACTING PURSUANT TO 1973 PA 139 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, 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 October 2, 2008, 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 2nd day of Octooer, 2006. eat Ruth Johnson, County Clerk