HomeMy WebLinkAboutResolutions - 1982.08.05 - 13896A ugust 5th, 1982
Miscellaneous Resolution # 82229
By; Planning and Building Committee - Anne M, Hobart, Ch a irperson
In re; Solid Waste Management Plan Legal Services from August 6th, 1982,
December 31st, 1982
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen:
WHEREAS Act 641 of the Public Acts of 1978 requires the preparation of
County solid waste management plans; and
WHEREAS this Board, with the adoption of Miscellaneous Resolution #8905 on
April 5th, 979, filed a Notice of Intent to prepare such a plan with the Michigan
Department of Natural Resources; and
WHEREAS the preparation and implementation of a solid waste management
plan requires extensive legal services; and
WHEREAS Oakland County Civil Counsel has requested and received four (4)
proposals to furnish such legal services; and
WHEREAS Civil Counsel has reviewed these proposals and recommends the
selection of Dickinson, Wright, Moon, VanDusen & Freeman to furnish such
services; and
WHEREAS the Planning and Building Committee concurs with Civil Counsel's
recommendation.
NOW THEREFORE BE IT RESOLVED that the the Chairperson of the Oakland
County Board of Commissioners be and is hereby authorized and directed to execute the
said attached agreement for legal services by and between the County of Oakland and
Dickinson, Wright, Moon, VanDusen & Freeman,
BE IT FURTHER RESOLVED that the effective date of the agreement shall be
August 6th, 1982.
BE IT FURTHER RESOLVED that the maximum fee for legal services for the
period commencing August 6th, 1982, and ending December 31st, 1982, shall not exceed
the sum of $15,000,00.
Miscellaneous Resolution 222 Page 2
Solid Waste Management Plan Legal Services/August 6th through December 31st 1 1982
BE IT FURTHER RESOLVED that the Oakland County Civil Counsel is hereby
authorized and directed to act as the County's representative with respect to the work
performed under this agreement.
MR. CHAIRPERSON, on behalf of the Planning and Building Committee,
move the adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
)7,1
PROFESSIONAL SERVICE S CONTRACT
THIS AGREEMENT, made this day of , 1982,
between the County of Oakland, a Michigan Constitutional Corpor-
ation, whose principal address is 1200 North Telegraph Road,
Pontiac, Michigan 48053, hereinafter referred to as "County", and
Dickinson, Wright, Moon, VanDusen & Freeman, whose principal
address is 800 First National Building, Detroit, Michigan 48226,
hereinafter referred to as "Contractor";
WITNESSETH:
For and in consideration of the mutual covenants and agree-
ments herein contained, it is agreed by and between the parties
that the County shall retain the Contractor as an Independent
Contractor, with the parties agreeing to the following terms and
conditions:
The duties of the Contractor shall be to provide Bond
Counsel Services and other legal services to the County of Oakland
in connection with the development, implementation and financing of
the Act 641, Oakland County Solid Waste Disposal Plan, and the ac-
quisition, operation and maintenance of facilities and the providing
of services pertaining thereto, for the duration of said project.
The Parties agree that fees aS bond counsel and the descrip-
tion of work included or excluded will be based upon Attachment A,
as was filed with the Municipal Finance Commission by the Contractor.
It is understood that said schedule is for public financing for
public facilities and further that there may also be involved,
industrial/economic development types of financing in which case the
fees will'he negotiated with those public or private entities re-
sponsible for payment of the fees. !
The Parties agree that any additionai 1ga1 work ., done on a
general consultive basis, which is not included in bond counsel
work will be billed on an hourly basis as follows:
Partners $125.
Senior Associates '90.
Junior Associates 60.
The Parties agree that the Contractor will bill the County
for necessary out-of-pocket expenses, including document repro-
duction and other travel expenses and long distance telephone calls.
The Parties agree that if it is determined to market any
bonds or notes through an underwriter, the counsel fees will
increase on a negotiated basis based upon the time required to
negotiate and finalize the underwriting documents.
The Parties agree that other Osts that might be incurred
in the issuance of bonds or notes would be costs of obtaining a
rating from Moody's and Standards and Poors, costs of publishing
any notices of sale, costs of printing any Official Statements,
the fees of a financial advisor, underwriters' fee or discount;
and the printing of the bonds or notes. These costs vary on the
00
00
00
basis of the method of marketing use
of documents required before final p
that after the method of marketing h
d and on the number of proofs
rinting. The Contractor agrees
as been determined, the Con-
tractor or the financial advisor, or the underwriter will provide
the County with reasonable estimates of such expenses.
The Contractor agrees that it will not engage in any activity
or enterprise or assume any employment which may conflict with the
duties as outlined in this Contract
The County reserves the right to terminate this Contract
upon written notice to the ContractOr.
The Parties agree that the relationship of the Contractor to
the County is and shall continue to be that of an independent Con-
tractor, and no liability or benefits such as, but not limited to,
Workers' Compensation benefits, retirement and pension benefits, or
insurance benefits, or such other rights or liabilities arising out
of a contract of hire or employer-employee relationship shall arise
or accrue to either party as a result of this Contract.
The Contractor, as an independent contractor, agrees to
save and hold the County harmless in any actions related to its
Professional work practice.
The Parties agree that this Contract shall terminate at
the completion of the Oakland County Solid Waste Disposal
Facility Project.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the respective dates hereunder indicated.
WITNESSES: C014NTY OF OAKLAND, a Michigan
Constitutional Corporation
By:
Richard R. Wilcox, Chairman,
Oakland County Board of
Commissioners
Date
DICKINSON, WRIGHT, MOON, VANDUSEN
and FREEMAN
By:
!Charles R. Moon
HDate
DRAIN, AUTHORITY, CONTRACT, SPECIAL
ASSESSMENT AND REVENUE BOND ISSUES
Schedule of Fees
Amount of Bonds
$500,000 or less
$500,001 to $1,000,000
$1,000,001 to $3,00a,a0a
Dyer $3,0.0Q,aa01
Over $20,0-00,000
Fee
1% of amount with a minimun of
$1,500i
$5,000! plus 1/2% of amount in
excess: of $500,000
$7,500 plus 1/4% of amount in
excess of $1,00-0,000
$12,5qa plus 1/5% of amount in
excess, of $3,000,000 .
$46,50.0 plus 1/10% of amount
in exCesS of $20,000,000
The services to be included for such fees shall consist
of preparing and/or examining all proceedings prior to action
being taken thereon by the administrative or governing body involved;
preparation of contracts and authorizing resolutions for the
issuer and such municipalities as are agreeing to pay the capital
cost of the project or are consenting or are contracting and
consenting to service for individual users within their boundaries;
advising with respect to the proceedings and procedures required
to create and to finance the project jointly with finance officers
or consultants; advising with respect to the details and sale
of proposed bonds; preparation of bond transcripts and closing
papers; conferring with the Municipal Finance Commission with
respect to the legal details of a proposed bond issue and the
approval thereof; attendance at such meetings, conferences,
public hearings, bond sales and bond closing as may be required;
and issuing our final approving opinion to the purchaser of
the bonds.
Such fees as scheduled above do not include extra-
ordinary services such as the handling of litigation which may
arise with respect to the project, services in connection with
property acquisition and condemnation, advising in connection
with construction contracts and construction bids, advising
in connection with and the preparation or examination of applica-
tions for Federal grants or loans, financial consultation services,
participation in the preparation, negotiation or adoption of
operation agreements or agreements with respect to services
with public corporations or private users not involved in financing
of the project, advising in connection with the adoption of
connection, use and rate ordinances, [by the local municipalities],
and other services which we may agree in advance are of an extra-
ordinary nature. Such work shall be charged at an hourly rate
or as agreed.
DICKINSONRIGET, MOON, VAN DUSEN & E•AN
#82229 August 5, l382
5thday of August 19 82
ALLEN
County Clerk/Register of Deeds
Moved by Hobart supported by Montante the resolution be adopted.
AYES: Perinoff, Pernick, Peterson, Price, Whitlock, Wilcox, Aaron,
Caddell, Cagney, Calandro, DiGiovanni, Doyon, Fortino, Gosling, Hobart, Kasper,
Lanni, McDonald, Moffitt, Montante, Moore, Olsen, Page, Patterson. (24)
NAYS: None.
A sufficient majority having voted therefor, the resolution was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lynn D. Allen, Clerk of the County of Oakland and having a seal,
do hereby certify that .I have compared the annexed copy of
Miscellaneous Resolution # 82229 adopted byjhe Oakland County Board of Commissioners . _
at their meeting held on August. 5, 1982
with the orginial
that it is a true and correct transcript therefrom, and of the
who're thereof,
In Testimony Whereof, I have hereunto set my hand and affixed the
seal of said County at Pontiac, Michigan
record thereof now remaining in my office, and
this