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HomeMy WebLinkAboutResolutions - 1989.10.12 - 17139Miscellaneous Resolution 89262 October 12, 1989 Anne M. Hobart, Chairperson :monifr 11-1r re'Prr,111.°9 RESOLUTION :4 . .,-- iv,t/6untieAfifato DSO BY: PLANNING AND BUILDING COMMITTEE - Anne M. Hobart, Chairperson Solid Waste- IN RE: Agreement Between Oakland County and the City of Auburn Hills for the Siting of a Waste-to-Energy Facility and a Materials Recovery Facility TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson. Ladies and Gentlemen: WHEREAS Act 187 of 1989 provides that an agreement be entered into between a County and one of it's municipalities for the siting of solid waste disposal facilities, and WHEREAS Oakland County's Solid Waste Planning Committee (SWPC), acting in accord with Act 641, has recommended that a waste -to -energy facility be located in the City of Auburn Hills; and WHEREAS the County Executive has additionally recommended that a material recovery facility for the processing of source separated recyclables also be located nearby in the City of Auburn Hills; and WHEREAS the details of the proposed agreement are contained in the attached document dated September 18, 1989, as approved by the Auburn Hills City Council on September 28, 1989. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners does herewith approve of the proposed agreement and authorize its execution by the Chairman of the Board of Commissioners and the County Executive on behalf of the County of Oakland. Mr. Chairperson, on behalf of the Planning and Building Committee, I move adoption of the foregoing resolution. Planning and Building Committee the WIE and $1.25 for the Material Facility OM. The Rea) October 12, 1989 FISCAL NCTE BY: amaTTEE, DP, C. fiwii CADDELL, CHAIREETaTI IN RE: pc5.1:7 BETVETN CAKL1:1F)Tfli!"Y /IND THE CITY CF AUBURN HUTS FoR THE SITINE CF AKWPE-TO-TICT(,'Y RAC= ANL) A fLJA1P ipypY FACILITY TO THE GARLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: Pursuant to Rule XI*G of this Board, the Finance Committee has reviewed the above named Miscellaneous Resolution and finds: 1) The contract has been reviewed and approved by Corporation Counsel as to legal sufficiency. 2) The contort provides for a payment of $7,150,000 to the City by the County from the sale of bonds for the Waste-to-Energy MIT) facility. 3) The contract limits the charge by the City to the County for water and sewer connections for both facilities to $750,000 based on a maxii-un floor space of 325,000 stluare feet. This cost is to be paid from the proceeds of the sale of boals. 4) The City is relieved of payments on the construction and interest costs for the Pontiac Township Extension #3. As of August 31, 1988, the halanoe on the constriction advance is $306,807.50 and the accrued interest liability is $175,896.20 - for a total liability of $482,503.70. This liability is to be paid to the Ctunty from the sale of bads. 5) The City will receive a Host Community Fee of $1.50 per ton for Host Community Fee for the WIE includes a guaranteed tonnage of 550,300 tons which is approximately 75% of the name plate capacity operating 24 hours a day, 7 days per week. This annual gulo,rantee amounts to $825,000, initially. The guarantee is reduced or avoided in the event of an uncontrollable circumstance. There is no tonnage guarantee for the MPF. Each - Bost Community Fee will escalate 2% per annum, and is to he paid by tipping fees. 6) The County agrees to convey to the city a 10 acre parcel located on Brown Road for the sum of $650,000. The County is to hold a mortgage on this property until the City pays the County on the date the bonds are sold, or in the event the bonds are not sold, the City shall reimburse the County in equal annual payments over ten years, interest free. 7) The County advances the City $1,000,000 from the General Fund to be reimbursed to the County from the sale of bonds, or in the event that bonds are not sold, the City shall reimburse the County in equal annual payrrents over ten years, interest free. The funds for this advance are transferred from Contingency to a Non-Departmental Line Item as follows: AMOUNT # ACCOUNT NAVE AMOUNT 4-10100-909-01-00-9900 Contingency ($1,000,000) 4-10100-907-01-01-9315 TATE & MRF Siting Reserve 1,000,000 TOTAL -0- 8) The resolution be amended. to "approve of the attached agreement and authorize its execution" which replaces "approve of the proposed agreement and authorize its execution." FINANCE COMMITTEE dq-fnadburn Moved by Hobart supported by Crake :the resolution be adopted. Moved by Rewold supported by Pappageorga the proposed resolution be amended by deleting the last WHEREAS and the NOW BE IT RESOLVED paragraphs and substituting the following: "WHEREAS representatives of the City of Auburn Hills and the County have recommended certain amendments to the agreement approved by the Auburn Hills City Council on September 28, 1989. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners does herewith approve the attached amended contract and authorizes its execution by the Chairperson of the Board of Commissioners and the County Executive on behalf of the County of Oakland." Moved by Moffitt supported by Calandro the following amendment be added as a friendly amendment to Mr. Rewold's Amendment. (Mr. Rewold supported the motion) On page 9 of the agreement add the following: 2.14 It is expressly agreed that there shall be no HOE (paid or doe to the City) for tons which are bypassed at the Ml2F and/or the WTE because of installation(s) and/or alteration(s) relating to environmental quality. Such non-processed waste shall be subtracted from the minimum annual tonnage guarantee set forth in Section 2.11 of this Agreement." Under Section 3 (Representations by the Parties) add the following: 3. 2. It is agreed that the City hereby holds the County and its agents harmless from any liability for the City's negligent or wrongful acts relating to the construction and operation of the MRF and the WTE. Strike the following Clause:: 3.24 It is agreed that the County hereby holds the City and its agents harmless from any liability relating to the construction and operation of both the MRF and WTE other than a negligent or wrongful act of the City or its agents. On page 10, add the following new clauses: Section 4. Miscellaneous 4.1 Assignment ThTT—Agreement, or any interest therein, shall not be assigned, transferred, cr-otherwise encumbered by the City. The City hereby consents to the assignment by the County of such of the County's rights and obligations under this Agreement as the County shall determine to be desirable to provide for implementation of this Agreement. 4.2 Amendments This Agreement may be amended from time to time by written agreement duly authorized and executed by the parties hereto. 4.3 Severability If any provision of this Agreement shall, for any reason, be held to be invalid or uneTforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such invalid and unenforceable provision had not be contained herein. 4.4 Integration This Agreement sets forth the entire Agreement between the parties and completely supersedes any, all and all prior agreements or understandings between the parties pertaining to the subject matter hereof, and it is acknowledged that there are no other agreements, understandines, or representations between the parties except as expressly stated herein. This Agreement shall not be changed, modified, or supplemented orally. 4.5 Waiver No waiver by either party of any term or condition of this Agreement shall be deemed or construed as a waiver of any other term or condition, nor shall a waiver of any other term or condition, nor shall a waiver of any breach be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Agreement. 4.6 Notices All notices required or permitted by this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the following addresses: If to the County: If to the City: 4.7 Captions Captions or headings used in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision or section of this Agreement. 4.8 Governing Law This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan. On pages 22 and 23 under Attachment '8 °, under (c) Assignment, strike the words "by acquisition, construction, operation and maintenance of any of the Facilities and insert 'implementation of this Agreement." Under (d) Amendments, strike all the paragraph after the words and executed by the parties hereto." A sufficient majority having voted therefor, the amendments carried. Discussion followed. Moved by Law supported by Gosling the resolution be referred back to the Finance Committee until the loose ends and problems are all answered. Discussion followed. Daniel T. Murphy, Roger Smith, H. Lawrence Fox and Jack Hays addressed the Board. Moved by Oaks supported by Ferrens the resolution be laid on the table until the next Board Meeting. AYES: Gosling, Law, McPherson, Oaks, Skarritt, Ferrens. (6) NAYS: Hobart, Jensen, Johnson, McConnell, McCulloch, Moffitt, Olsen, Pappageorge, Pernick, Price, Rewold, Wolf, Bishop, Caddell, Calandra, Chester, Crake. (17) A sufficient majority not having voted therefor, the motion failed. 12th day of ober 9 89 ALLEN Resolution 489262 Continued Note on Motion to refer: AYES: Jensen, Law, McCulloch, McPherson, Moffitt, Oaks, Olsen, Skarritt, Wolf, Calandro, Chester, Gosling.' (12) NAYS: Hobart, Johnson, McConnell, Pappageorge, Pernick, Price, Rewold, Bishop, Caddell, Crake, Ferrens. (11) A sufficient majority having voted therefor, the resolution was referred. Mayor Robert Crusnick of Auburn Hills addressed the Board and stated that at his next City Council Meeting he would request they withdraw the site from consideration for the Solid Waste to Energy Facility. Moved by Oaks supported by Wolf the Board reconsider the previous action taken on the resolution. Mr. Rewold requested a 5 minute recess he called. The Vice Chairperson called the recess. Mr. Rewold called the meeting to order at 12:10 P.M. Vote on reconsideration of the resolution: AYES: Moffitt, Oaks, Olsen, Pappageorge, Pernick, Price, Rewold, Skarritt, Wolf, Bishop, Caddell, Calandro, Chester, Crake, Ferrens, Hobart, Jensen, Johnson, McConnell, McPherson. (20) NAYS: Gosling, Law. (2) A sufficient majority having voted therefor, the motion to reconsider the resolution carried. Vote on Resolution: AYES: Oaks, Pappageorge, Pernick, Price, Rewold, Skarritt, Wolf, Bishop, Caddell, Calandro, Chester, Crake, Ferrens, Hobart, Jensen, Johnson, McConnell, Moffitt. (18) NAYS: Olsen, Gosling, Law, McPherson. (4) 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 Michigan, do hereby certify that I have compared the annexed copy of the attached Miscellaneous which was adopted by the Oakland County Board of Commiss .fnPrs at fhk,ir Regular Board Meeting held on October 12, 1989 with the orginial record thereof now remaining in my office, and that it is a true and correct transcript therefrom, and of the whole thereof, In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County at Pontiac, Michigan this Counb Clerk/Register of Deeds BISHOP, COOK, PURCELL & REYNOLDS MORANDUM TO: Roy Rewold FROM: Roger Snith H. Lawrence Fax DATE: September 25, 1989 RE: Sunmary of the Provisions of the Siting. Agreement Between the County and Auburn R1 Ils lareegment The City of Auburn Hills (the "City") has agreed to allow the County to site a 2000 Uld waste-to-energy facility ("WTE") and Initial 200 tpd materials recovery facility ("MRF") its municipal boundaries. To compensate the City for the additional burdens on its municipal services such as fire protec;Lion and road maintenance, to defray the increases in the City's costs of governance, and to offset the level of inconvenience, if any, which the City's citizenry may endfl7e, the County and the City have agreed, conditioned upon the construction of the WTE, that the County shall: (1) sell 4 r7ediately to the City for $650,000 approximately ten acres of land to be used by the city for its public works department7 (2) pay a sewer connection charge for both the WT E and IMF, such payment not to exceed $750,000 (with a scuare footage limit of 325,000); (3) pay the City $8,150,000, of which $1 million is to he paid upon execution of the contract and the balance paid upon the sale of bonds for the WTE; (4) 2 forgive the City's pre-eYisting debt (Including interest) to the County In a principal amount of $485,000 for the Pontiac Township Extension No. 3 of the Clinton-Oakland Sewage Disposal System; and (5) pay a host community fee for the ATE of $1.50 per ton and a $1.25 per ton for the MRF. The host community fee for both facilities will escalate at the rate of 2% per year compounded annually. Co)-rments (1) The $1.50 and $1.25 compare favorably as host community fees, the range nationally being $1 to $3. (2) The City's commitment for maximum cooperation should help the construction schedules of the WTE and MRF and thereby Unit escalation costs. (3) The $9,385,000 ($8,150,000 cash $750,000 sewer connection $485,000 forgiveness of debt) to be paid to the City for siting both facilities is favorable when compared to the $9 million sewer connection charge demanded by Pontiac for the WTE. SITING AGREEMENT BETWEEN THE COUNTY OF OAKLAND, MICHIGAN AND THE CITY OF AUBURN HILLS, MICHIGAN THIS SITING AGREEMENT ("Agreement") is made and entered into as of the 18th day of September, 1989, by and between the COUNTY OF OAKLAND, MICHIGAN ("County"), a political subdivision of the State of Michigan, acting by and through its County Executive and Board of County Commissioners (hereinafter collectively the "Board") and the CITY OF AUBURN HILLS, MICHIGAN (the "City"), a Michigan municipal corporation, acting by and through its City Council. RECITALS: WHEREAS, the County has undertaken the implementation of an Integrated Solid Waste Management System which includes, among other facilities, a waste-to-energy facility ("WTE") and a materials recovery facility ("MRF"); and WHEREAS, the site for the WTE has been identified in a proposed amendment to the County's Act 641 Plan as being in the City; and WHEREAS, the County has determined that the MRF should also be constructed in the City on the same site as the WTE; and WHEREAS, the County has entered into a contract with the Westinghouse Electric Corporation to construct the 2,000 ton per day WTE at such site; and WHEREAS, the County recognizes that the construction and operation of the WTE and MRF will have the potential of increasing the cost of municipal services to be provided by the City; and WHEREAS, Act Nos. 186 and 187, Public Acts of Michigan 1989, contemplate a contract between a Host Community and a county for the location of a county-owned WTE; and WHEREAS, the County and City have negotiated for the purpose of addressing their respective needs and concerns occasioned by the construction and operation of a WTE and MRF and desire to enter into an agreement to resolved the issues between them. NOW, THEREFORE, the County and the City agree as follows: Section 1. Definitions For purposes of this Agreement the following words and phrases shall be given the following respective meanings: "Acceptance" means the date upon which the WTE or MRF (whichever is applicable) meets the performance standards set forth in the respective Construction Agreement or Construction and Service Agreement as demonstrated by the respective testing procedures. "Act 641 Plan" means the 1981 Solid Waste Management Plan, as amended, of Oakland County, prepared in accordance with the Solid Waste Management Act, Act No. 641, Public Acts of Michigan 1978, as amended, being Sections 229.401, et seq. of the Michigan Compiled Laws. "Billing Month" means each calendar month in each Billing Year, except that the first Billing Month shall begin on the first day of the month following the date on which the Acceptance occurred. "Billing Year" means, for each Billing Year other than the first, the twelve calendar month period commencing on the first day of January following the calendar year in which the first Billing Month occurs and -2- ending on the last day of December, and each twelve calendar month period thereafter. The first Billing Year shall commence on the first day of the Billing Month following Acceptance and shall end on the last day of December following the first Billing Month. "Bonds" means the outstanding Bonds or any other evidence of indebtedness issued by the county from time to time pursuant to Act 186 to finance the facilities of the Integrated Solid Waste Management System. "Host Community Fee" (HCF) means the maximum amount which the County will pay to any city for the siting of a WTE or MRF, initially, from the date of facility Acceptance, to be $1.50 per ton of delivered solid waste and $1.25 per ton of delivered recyclables, respectively, to escalate pursuant to Section 2.10 and to be paid in lieu of any payments of any nature which the City may hereafter be authorized by law to collect from the County with respect to the WTE or MRF. "Intergrovernmental Agreement" means the contract executed between the County and any municipality within the County by which the County agrees to provide solid waste processing and disposal services and the municipality agrees to deliver solid waste and recyclables to a designated facility, the draft form of which is attached as Exhibit "B." "MRF" means the County-owned recycling center as described on Exhibit "D" to be located in the City. "Service Agreement" means the contract entered into by the County and Westinghouse Electric Corporation for the design, operation and maintenance of the WTE and the similar contract component to be entered into with the successful vendor for the MRF. -3-- "Site" means the property and truck access shown on the attached Exhibit "A." "Uncontrollable Circumstances" mean any act, event or condition, including a labor strike, work stoppage slowdown or vendor default, that has a direct material adverse effect on the rights or the obligations of a party under the applicable Service Agreement, if such act, event or condition is beyond the reasonable control of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the applicable Service Agreement. °Utility Services" mean the infrastructure services, such as water, sewage, etc., provided by a Host Community. "WTE" means the facility for the combustion of solid waste with energy recovery as described on Exhibit "D" to be located in the City. Section 2. Terms of Siting the WTE and MRF. 2.1 The City shall execute the Intergovernmental Agreement (substantially in the form as attached hereto as Exhibit "B") and substantially in the form as executed between the County and other municipalities with the County; and the County shall give first priority to the disposal of solid waste from the City at the WTE and to the processing of recyclables from the City at the MRF. 2.2 The County shall make all documents associated with the acquisition, construction, operation, maintenance, environmental performance, and use of the WTE and MRF available for inspection, duplication and retention by the City. -4- 2.3 The City agrees to provide maximum cooperation with the County by providing comments on an expedited basis n those documents supplied to the City pursuant to Section 2.2 on an expedited information review basis relating to the waste-to-energy and materials recovery facilities in light of the fact that the County, by Michigan law, is not subject to various City ordinances. The Countyshall take under consideration any comments from the City. The County will pay all standard permit fees and review fees such as, but not limited to, building fees, site plan review fees, and pollution control review board fees. 2.4 In consideration of the County's agreement to locate the WTE and MRF within its boundaries, which is hereby acknowledged by the City, the County agrees to the following: (a) To pay the City Seven Million One Hundred Fifty Thousand and No/100 Dollars ($7,150,000.00) from the proceeds of the Bonds, Ewhem 4-ssued-on-behaTf-of the-County-forathe-payment-of-] upon issuance of the Notice-to-Proceed documents by the County to its contractor for the construction of the WTE; (b) To pay to the City upon the issuance of a building permit, a water and sewer connection charge in an amount not to exceed Seven Hundred Fifty Thousand and No/I00 Dollars ($750,000.00) based upon a maximum floor area in the two (2) facilities of three hundred twenty-five thousand (325,000) square feet; (c) To sell to the City approximately ten (10) acres of land located on Brown Road, City of Auburn Hills, Oakland County, Michigan, generally identified as the northwest portion of Sidwell No.: 14-04-100-019 -5- (the Tax Identification Number as of the date of this Agreement) for Six Hundred Fifty Thousand and No/100 Dollars ($650,000.00) for the City's use as a Department of Public Works site ("DPW Site"), such property to be transferred to the City on or before December 31, 1989; and (d) To forgive the City for an amount equal to the principal and any accrued interest on the City's share of the capital costs of the Pontiac Township Extension No. 3 (the "Extension") of the Clinton-Oakland Sewage Disposal System ("S.D.S.") owed to the County (see Exhibit "C"). 2.5 This Agreement is conditioned upon the issuance of the system financing Bonds for the construction of the WTE; and if other sources of financing are selected, this Agreement will be renegotiated. It is expressly understood that if the Bonds for the WTE are not issued, this Agreement is null and void, including the provision for the forgiveness by the County of the City's share of the principal and any accrued interest for the capital costs for the Extension. However, the sale of the DPW site shall survive this Agreement. The City shall pay the County Six Hundred Fifty Thousand and No/100 Dollars ($650,000.00) for such site as set forth in Section 2.4(c), such payment to be made in cash upon the date on which the Bonds for the WTE are issued. In the event the WTE and MRF are not constructed and/or the Bonds for the WTE are not issued, such payments shall be made by the City to the County over ten (10) years, [4ftterest—freel at 3% interest per annum, in ten (10) equal annual installments commencing thirty (30) days from the date that the County gives written notice to the City that the Bonds for the WTE shall not be issued. -6- 2.6 In addition to the above-referenced payment from the Bonds, within one (1) business day from the date of execution of this Agreement by both the City and the County, the County shall pay the City One Million and No/I00 Dollars ($1,000,000.00). It is expressly understood that if the WTE is not constructed and/or the Bonds for the WTE are not issued, the City shall repay the One Million and No/100 Dollars ($1,000,000.00), [interest -free] at 3% interest per annum, in ten (10) equal annual installments commencing thirty (30) days from the date that the County gives written notice to the City that the Bonds for the WTE shall not be issued. 2.7 As a part of this Agreement, the Pontiac Township Extension No. 3 Clinton-Oakland Sewage Disposal System Contract for services entered into on November 21, 1983 between the County and the Charter Township of Pontiac is amended as set forth in Exhibit "C." 2.8 The County shall ensure that: (1) all roads used for the delivery of solid waste and recyclables within a one and one-half (1-1/2) mile radius of the gate to either the WTE or MRF will remain free from litter from vehicles transporting solid waste and recyclables; and (2) the MRF and WTE shall be maintained and operated to maximize the elimination of odor. 2.10 In lieu of any payments of any nature which the City may hereafter be authorized by law to collect from the County with respect to the WTE or MRF; and in order to compensate the City for the increase in the costs of providing municipal services, the County shall pay the City a Host Community Fee ("HCF") which is a maximum fee per facility type as provided below to be paid to any community for hosting any such facility. Such HOF -7- shall be One and 50/100 Dollars ($1.50) per ton of solid waste delivered to a WTE in accordance with the Service Agreement and One and 25/100 Dollars ($1.25) per ton of recyclables delivered to an MRF in accordance with the Service Agreement and shall be payable monthly based on the estimated tonnage delivered. The HCF shall escalate at the rate of two percent (2%) per year compounded annually for each twelve (12) month calendar period, commencing one (1) year after the end of the first Billing Period. Within sixty (6) days after the last day of each Billing Year, there shall be an annual settlement to reconcile the payments made on an estimated basis to the actual aggregate tonnage delivered to each facility. 2.11 The HCF for each Billing Year following acceptance of the WTE and MRF shall be based on not less than five hundred fifty thousand . (550,000) tons of solid waste for the WTE (however, should the WTE be constructed with a one thousand five hundred (1,500) ton per day nameplate capacity, the HCF shall be based on not less than four hundred thirteen thousand (413,000) tons of solid waste for the WTE), subject to reduction: (1) should the WTE not be constructed; and (2) due to uncontrollable circumstances. 2.12 City agrees not to enact new ordinances to hinder construction and/or operation of any facilities to be owned by County relating to solid waste disposal at the Site. 2.13 City agrees not to request relocation of existing trusty camp. -8- 2.14 it is expressly agreed that there shall be no HCF (paid or due to the City) for tons which are bypassed at the MRF and/or the WTE because of installation(s) and/or alteration(s) relating to environmental quality. Such non-processed waste shall be subtracted from the minimum annual tonnage guarantee set forth in Section 2.11 of this Agreement. Section 3. Representations by the Parties. 3.1 The City's Representatives. 3.1.1 The City represents and warrants that it has the full legal authority to enter into this Agreement and that this Agreement is and shall be valid, binding, and enforceable against the City and/or its successor(s). 3 3.2 County's Representations. 3.2.1 County represents and warrants that it has the full legal authority to enter into this Agreement and that this Agreement is and shall be valid, binding, and enforceable against the County and/or its successor(s). 3.2.2 As of the date of this Agreement, County represents and warrants that there is no litigation or other proceeding pending which would prevent the County from fulfilling any of its responsibilities under this Agreement. 3.2.3 The County expressly represents that it will not allow ash or other materials from the WTE to be buried on the site. -9- By: And: 3.2_4 It is agreed that the County hereby holds the City and its agents harmless from any liability relating to the construction and operation of both the MRF and the WTE other than a negligent or wrongful] act of the City or its agents. IN WITNESS THEREOF, County and City have caused this Agreement to be executed in their respective names, have caused their respective corporate seals to be hereto affixed, and have caused this Agreement to be attested, all by their duly authorized officers and representatives, and County and City have caused this Agreement to be dated as of the date and year first written above. COUNTY OF OAKLAND, MICHIGAN By: DANIEL T. MURPHY County Executive And: ROY REWOLD County Chairperson CITY OF AUBURN HILLS, MICHIGAN ROBERT W. GRUSNICK Mayor VERONICA C. NEW City Clerk EXHIBIT A PROPOSED SOLID WASTE FACILITY SITES IN THE CITY OF AUBURN HILLS OAKLAND COUNTY SOLID WASTE MANAGEMENT PLAN PROPOSED WASTE-TO-ENERGY FACILITY SITE Part of the NW I of Sec. 3, T3N, RIDE, City of Auburn Hills, Oakland County, Michigan, described as beginning at a point on the N & S line of Sec. 3, located S 02 °4548E 1493.23 ft from the N corner of Sec. 3, T3N, R10E, Th S 02 °4548"E 778.09 ft along the N & S A line; Th S 87 °14'12W 1287.80 ft to the centerline of an overhead utility line; Th N 02 °4711E 36.37 ft along the centerline of said utility line; Th N 02 °46 1 20"E 728.66 ft continuing along said line; Th N 00°45 1 58E 15.76 ft continuing along said line; Th N 87 °1139E 1213.02 ft to the point of beginning. Containing 22.317 acres, more or less, depending upon final survey and precise description of westerly property line in relationship to overhead utility line easement. Excepting the right of the public over that portion in Giddings Road and any easements or restrictions of record. PROPOSED MATERIALS RECOVERY FACILITY SITE Part of the NW* of Sec. 3, T3N, RIDE, City of Auburn Hills. Oakland County, Michigan, described as beginning at a point on the E & W A line of Sec. 3, located S 02 °4548"E 2986.57 ft to the center of said section and S 86°5850"W 756.82 ft from the N corner of Sec. 3, T3N, RIDE, Th S 86 °58'50"W 601.08 ft along the E & W * line; Th N 02 °47'11"E 724.72 ft along the centerline of an overhead utility line; Th N 87°14 1 12E 518.98 ft; Th S 03 °4315E 718.74 ft to the point of beginning. Containing 9.256 acres, more or less, depending upon final survey and precise description of westerly property line in relationship to overhead utility line easement, and excepting the rights of the public over that portion in Lake Angelus Road and any easements or restrictions of record. PROPOSED TRUCK ACCESS ROADWAY AND OTHER FACILITY RELATED EASEMENTS FOR THE WASTE-TO-ENERGY AND MATERIALS RECOVERY FACILITY SITES Truck access roadways to both facilities to and from Brown Road as well as facility ancillary structures such as truck weight scales, power sub-stations and storm drainage detention ponds will be located on the county-owned site presently containing the Animal Shelter and Trusty Camp (identified as Sidwell Parcel 14-04-100-019 which contains 52.60 acres, more or less). DRAFT 4/17/89 APPENDIX B INTERGOVERNMENTAL AGREEMENT FOR SOLID WASTE PROCESSING AND DISPOSAL SERVICES THIS AGREEMENT, made and entered into as of the c .day of , 1989, by and between the {"Municipality") and the COUNTY OF OAKLAND ("County"). WITNESSET H: WHEREAS, the County proposes to establish the Oakland County Solid Waste Management System ("System') pursuant to the provisions of Act No of the Public Acts of Michigan, 1989 ("Act ") for the purpose of accuiring and providing processing and disposal facilities and services for the processing and disPosal of certain solid wastes and recyclable materials for the benefit of local units of government within the county; and WHEREAS, Section 25 of Act No 641 of the Public Acts of Michigan, 1978, as amended ("Act 641") recuLres all counties to adopt a solid waste management plan; and WHEREAS, the County will adopt the update of its Solid Waste Management Plan pursuant to the provisions of Act 641, which Plan update is expected to be approved by the governing bodies of not less than 67% of municipalities within the County and by the Director of the Michigan Department of Natural Resources ("MDNR") both as recuired by Act 641; and WHEREAS, Section 25 of Act 641 recuires solid waste management plans to include an enforceable program and process to assure that the nonhazardous solid waste gener- ated or to be generated for a 20-year period is collected and recovered, processed, or disposed of at facilities which comply with Act 641 and rules promulgated pursuant to the provisions of Act 641; and WHEREAS, Section 24 of Act 641 provides that a municipality or a county shall assure that all solid waste is removed from sites of generation frecuently enough to protect the public health and is delivered to licensed solid waste disposal areas; and WHEREAS, Section 30(1)(c) of Act 641 provides that the rules of the MDNR shall require solid waste management plans to evaluate and select technically and economically feasible solid waste management options which may include resource recovery systems; and WHEREAS, the update of the Oakland County Solid Waste Management Plan (the 'Act 641 Plan") will recommend the construction and operation of a combination of resource recovery facilities, recycling facilities, composting facilities, sanitary landfills and possibly transfer stations (collectively, the "Facilities"), which shall be owned by the County and operated by private vendors pursuant to operating contracts with the county or which shall be made available to the County by contract or lease; and WHEREAS, the County intends to finance all or a part of the capital cost of the Facilities through the issuance of bonds pursuant to Act or other pertinent statutes; and WHEREAS, the Municipality desires to use the System to be constructed by or on behalf of the County; and WHEREAS, because the System must rely on revenues from the disposal of solid waste and the sale of steam, energy and recycled materials to be economically feasible, an adequate supply of solid waste and recyclable materials must be processed at the Facilities; and WHEREAS, the update of the Oakland County Solid Waste Management Plan to be approved by the Direczof: of the MDNR, as provided by applicable statutes of the State of Michigan, affirmatively endorses the assurance of an adequate supply of solid waste and recyclable materials to the System; and WHEREAS, the County and the Municipality desire to enter into this Agreement to prescribe their respective rights and obligations with respect to the System and to assure an adecuate supply of solid waste and recyclable materials to the Facilities; and WHEREAS, the County and the Municipality desire to enter into this Acreement to protect the public health and the general welfare of the people in the County and in the -3- Municipality as required and authorized by the Constitution and the statutes of the State of Michigan, and especially Article IV, Sections 51 and 52 of the constitution and Acts and 641. NOW, THEREFORE, in consideration of the promises and the covenants of each, the County and the Municipality agree as follows: 1. Definitions. As used in this Agreement, the words and phrases listed below shall have the following meanings: (a) "Act " means Act No. of the Public Acts of Michigan, 1989. (b) "Act 641" means Act No 641 of the Public Acts of Michigan, 1978, as amended. (c) "Act 641 Plan" means the Oakland County Solid Waste Management Plan .aporoved by the Oakland County Board of Commissioners and by the Director of the Department of Natural Resources, pursuant to the requirements and provisions of Act 641, and any updates thereof and any amendments thereto adopted ia accordance with Act 641. (d) "Commercial Operation Date" means, with respect to a particular Facility, the date when the Facility has been completed and tested and is, in the sole opinion of the County, ready for full commercial operation. (e) "County" means the County of Oakland, Michigan, acting by and through its Board of Commissioners -4- or its Department of Solid Waste Management established pursuant to the provisions of Act (f) "Disposal Fee" means the fee or fees established by the County pursuant to this Agreement for receiving, storing, processing and/or disposing of Solid Waste and Recyclable Materials. (g) "Facility" or "Facilities" means any one or more of the following facilities utilized in connection with the System: (1) a recycling facility, (2) a transfer facility, (3) an RRF, (4) a sanitary landfill, (5) a compos- ting facility, or (6) any other facility utilized in the processing and/or disposing of Solid Waste and Recyclable Materials. (h) "Hazardous Waste" means any material or substance which by reason of its composition or character- istics is (a) hazardous waste as defined in the Solid Waste Disposal Act, 42 USC 56901 et seq., as amended, replaced or superseded, and the regulations implementing same, or (b) material the disposal of which is regulated by the Toxic Substances Control Act, 15 USC 52601 et seq., as amended, replaced or superseded, and the regulations implementing same, or (c) special nuclear or by-products material within the meaning of the Atomic Energy Act of 1954 or (d) hazardous waste as defined in Act No. 64 of the Public Acts of Michican, 1979, as amended from time to time, and as identified in administrative rules promulgated from time to -5- time pursuant to the provisions of said Act by the Director of the MDNR. If any governmental agency or unit having appropriate jurisdiction shall determine that substances are hazardous or harmful to health when processed at any Facility, then any such substances or materials shall be Hazardous Waste for purposes of this Agreement. (i) 'Municipality" means the (j) "Person" means any individual, firm, public or private corporation, partnership, trust, public or private agency or any other entity, or any group of such persons. (k) "Premises" means any enclosed area used for residential, commercial, or industrial purposes, secar- ately or in combination, to which a separate street address, postal address, or box, tax roll description, or other similar identification has been assigned to or is in use by a Person having control of the area. (1) "Recyclable Materials" means commingled and/or pre-sorted materials (including but not limited to high grade pacer, glass, metal, plastic, aluminum, news- paper, corrugated paper and Yard Clippings) that are separated from Solid Waste prior to the collection of Solid Waste from a Site of Generation' and left at the Site of Generation or at a drop'-off center for collection and that are designated by the County in a written notice to the Municipality as Recyclable Materials for purposes of this Agreement. -6- (m) "RRF" means the mass-burn energy-cenerat- ing incinerator or incinerators to be constructed by or on behalf of, or available by contract or lease with, the County and to be located within the County in accordance with this Agreement and the Act 641 Plan, and shall include any contract to sell steam or electricity generated by the RRF. (n) Site of Generation" means any Premises in or on which Solid Waste or Recyclable Materials is generated by any Person. (o) 'Solid Waste" means garbage, rubbish, ashes, Yard Clippings, incinerator ash, incinerator residue, street cleanings, municipal and industrial sludges, solid commercial and solid industrial waste, and animal waste provided, however, that this definition shall not include Hazardous Waste, Recyclable Materials, human body waste, liquid or other waste regulated by statute, ferrous or nonferrous scrap directed to a scrap metal processor or to a reuser of ferrous or nonferrous products, and slag or slag products directed to a slag processor or to a reuser of slag or slag products. (p) °System" means the Oakland County Solid Waste Management System, and every aspect thereof (includ- ing, but not limited to, rights, processes, contracts, equipment, sanitary landfills, transfer stations, recycling facilities, composting facilities, and any RRF), that is -7- accuired, constructed, or operated, or is to be accui ,-,,,d, constructed,.or operated by or on behalf of, or available by contract or lease with, the County in accordance with the . . , Act 641 Plan. - (g) "Waste Hauler ° means any Person, other than the Munici=ality, engaged in the business of collecting and transporting, delivering and disposing of Solid WaSte and Recyclable Materials generated within the Municipality. (r) "Yard Clippings ° means fallen leaves, cut grass, lake weeds or other organic -debris- that can be converted to humus. 2. Construction and Operation of Facilities; Notice of Operation Date. The County shall construct, oper- ate and maintain the Facilities, or cause the Facilities to be constructed, operated and maintained, to accept and dispose of all Solid Waste and Recyclable Materials gener- ated within the Municipality and delivered to Facilities pursuant to this Agreement. The County shall give thirty (30) business days' written notice to the Municipality Of the Commercial Operation Date of any of the Facilities. Within seven (7) business days of receipt of such notice, the Municipality shall give written notice of the Commercial Operation Date to all Waste Haulers and publislked notice to all persons having control of Premises which are a Site of Generation. 3. Assistance with Permits and Approvals. The County and the Municipality shall use their mutual coed faith efforts to execute, issue or obtain such agreements, -.--,_,consents f anprovals, licenses, permits, ordinances, resolu- _ tions, authorizations and the like as may be necessary or anDrocriate in connection with the design, financing, loca- : tion, construction, testing and operating of the Facilities eras may be necessary or appropriate to carry out the purposes of Act and this Agreement and to implement the Act 641 Plan. 4. Testina of Facilities. For purposes of test- ing the operation of any Facility prior to the Commercial Operation Date thereof, the Municipality, upon ten (10) business days' written notice from the County, shall collect and deliver to the Facility, or cause to be collected and delivered to the Facility,, Solid Waste or Recyclable Materials, as the case may be, in the amounts and for the period of time specified in the notice. While the Facility is being tested, the fee to be charged for the delivery and disposal of such Solid Waste and Recyclable Materials at the Facility shall be equal to The delivery and disposal of Solid Waste and Recyclable Materials at any Facility prior to the Commercial Operation Date pursuant to this paragraph shall not relieve the Municipality of any other obligations,, duties and responsi- bilities under this Agreement. -9- 5. Delivery of solid Waste and Recyc'eble Mat eri als to Facilities. commencing on the Commercial Operation Date of the RRF, the Municipality shall collect and deliver, or cause to be collected and delivered, all Solid Waste generated within its boundaries to the Facility designated by the County. Commencing on the Commercial Operation Date of the initial recycling facility, the Municipality shall collect and deliver, or cause to be collected and delivered, all Recyclable Materials (excluding Yard Clippings) generated within its boundaries to the Facility designated by the County. Notwithstanding the foregoing, the Municipality shall have the option to deliver or cause to be delivered Recyclable Materials to a recycling facility deSignated by the Municipality which is not a System Facility, in lieu of delivering such Recyclable Materials to a County-desicnated System Facility. Commencing on the Commercial Operation Date of the initial composting facility, the Municipality shall collect and deliver, or cause to he collected and delivered, all Yard Clippings generated within its boundaries to the Facility designated by the County. The Municipality shall by ordinance recuire all Waste Haulers: (a) to collect and deliver to the Facilities designated by the County all Solid Waste and Recyclable Materials, as the case may be, generated within the Municipality, and (b) to pay the Disposal Fee when required by paragraph 10 hereof. The Municipality shall take all reasonable action, -10- . including, but not limited to the actions described in . paracraph 12 of this Agreement, as may be necessary to • ensure that all solid Waste and Recyclable Materials, as the - case may be, generated within its boundaries shall, commencing on the Commercial Operation Date of a particular facility, be delivered only to the Facility or Facilities designated by the County. The collection and delivery of Solid Waste and Recyclable Materials pursuant . to this Agreement shall be in compliance with Act , Act 641, the Act 641 Plan,. and any other applicable federal and state laws, statutes, rules and regulations. The Municipality shall comply, and shall by ordinance require all Waste Haulers to comply, with Act 641, the Act 641 Plan, and any other anclicable federal and state laws, statutes, rules and regulations. 6. Processinc and Disposal of Solid Waste and Recyclable Materials. Commencina on the Commercial Operation Date of the initial RRF, the County, or its representative, shall receive and dispose of all Solid Waste delivered to the Facility or Facilities -designated by the County pursuant to paragraph 5 of this Agreement. Commenc- ing on the Commercial Operation Date of the initial recycling facility,-the County, or its representative, shall receive and process all Recyclable Materials (excluding Yard Clippings) delivered to the Facility or Facilities desig- nated by the County pursuant to paragraph 5 of this -11- Agreement. commencing on the Commercial Operation Date of the initial composting facility, the County, or its _representative, shall receive and process all Yard Clinnincs _delivered.to the Facility or Facilities designated by the .County pursuant to paragraph 5 of this Agreement. The County reserves the right to dispose of Solid Waste or to process Recyclable Materials delivered to a particular Facility at other Facilities of the System when, in the sole' Opinion of the County, such disposal or processing is desirable for the proper and efficient _operation of the System or the particular Facility is unable to accept and 'process or disnose of Solid Waste or Recyclable Materials. The County shall be solely resnonsible for the processing and disposal of Solid Waste and Recyclable Materials delivered to any Facility and for the administration and enforcement of all acreements relating to the acquisition, construction and operation of any Facility. The County shall have the option to suspend or terminate its obligations to process and dispose of Solid Waste and Recyclable Materials under this Agreement to the extent that the County, in its sole judgment, deems such suspension or termination necessary to mitigate the effects of the System landfill becoming _wholly or partially unavailable due to circumstances beyond the control of the County. Upon the occurrence Of such circumstances, the County shall use its .best efforts to arrange for backup landfill capacity. In -12- processing or disposing of Solid Waste and Recyclable Materials delivered pursuant td this Agreement, the County shall comply with Act , 641, the Act 641 Plan, and other annlicable federal and state laws, statutes, rules and regulations. 7. Richt of Refusal: Hazardous Waste. The County shall, in its sole discretion, have the right to refuse delivery to any Facility of any material which is not required by this Agreement to be delivered to such Facility. The Municipality shall not deliver Hazardous Waste to any Facility. The Municipality shall by ordinance prohibit Waste Haulers from delivering Hazardous Waste to any Facility. 8. Rules and Reculations. The County shall adopt specific rules and regulations from time to time for the administration and operation of the Facilities of the System. The Municipality shall comply with all such rules and reculations adopted by the County. The Municipality shall by ordinance require all Waste Haulers to comply with such rules and regulations adopted by the County. The Municipality shall take all action as may be necessary to ensure compliance with such rules and regulations of the County. 9. Other Waste Disposal Facilities. The Munici- pality shall not hereafter acquire, construct, operate, or maintain, or permit the acquisition, construction, operation -13- or maintenance, of any Facility within its 'boundaries during the term of this Agreement except as authorized by the County, consistent with the Act 641 Plan. • • • 10. Disposal Fees. The Municipality hereby consents to the imposition and collection of a Disposal Fee by or on behalf of the County for the acceptance and processing or disposal of solid Waste and Recyclable Materials pursuant to this Agreement. The Disposal Fee Shall be charged to and paid by the Municipality for any delivery of Solid Waste and Recyclable Materials to any Facility by (a) the Municipality, or (b) a Waste Hauler operating pursuant to a contract with the Municipality where- such contract provides that the Disposal Fee at the Facility- shall be paid"by the Municipality. In all other instances, the Disposal Fee shall be charged • to and paid by the Waste Hauler delivering Solid Waste and Recyclable Materials to any Facility. The Municipality agrees that the Municipality, or the Waste Hauler, as the case may be, will be required to maintain a credit balance in its account with the System sufficient to cover Disposal Fees for any Solid Waste and Recyclable Materials delivered to a Facility. The obliga- tion to pay the Disposal Fee charged pursuant to this paragraph shall be absolute and unconditional whether or not the County, or its representative, processes or disposes of the delivered Solid Waste or Recyclable Materials, in whole or in part, at other Facilities of the System pursuant to -14- paracraph 6 of this Acreement and whether or not any particular Facility is onerable or in operation at the time of delivery of solid Waste or Recyclable Materials. The gross revenues derived from the Disposal Fees, together with revenues derived from the sale of Recyclable Materials and the sale of energy or by-products generated by an RR:7, shall be sufficient to defray: (a) all actual expenditures for administration, operation and maintenance (including reason- able reserves for operation, maintenance and replacements) . incurred in providing for the processing and disposal of and in processing and disposing of Solid Waste and Recyclable Materials pursuant to this Agreement, and (b) all actual obligations of the County (including debt service require- // ments and a reasonable reserve for such obligations) incurred in providing for the processing and disposal of and in processing and disposing of Solid Waste and Recyclable Materials pursuant to this Agreement. Each year the Disposal Fee shall be established by the County to be effective the following January 1, subject to paragraph 14 of this Agreement, so as to produce these amounts and any amounts advanced by the County to satisfy any shortfall in System gross revenues for which the County has not been reimbursed and shall not be greater than necessary to produce these amounts. In the event that the Municipality fails to ,pay Disposal Fees for which it is liable pursuant to this paragraph, the County shall have the remedies -15- not be less than The acceptance and disposal prescribed in section 18 of Act . • In addition, the County shall have all other remedies provided by law. 11. other Users: Disposal of solid Waste. In order to utilize fully the capacity of any RRF, the county may accept Solid Waste from any Person, including the County, in addition to the Solid Waste required to be delivered pursuant to paragraph 5 of this Agreement. The County shall charge a Disposal Fee far such deliveries of Solid Waste which shall be fixed and may be revised from time to time by the County provided, however, that it shall of Solid Waste pursuant to this paragraph shall be consis- tent with the Act 641 Plan. 12. Responsibility of Contractina Municipality. -The Municipality shall be solely responsible for the enact- ment and enforcement of ordinances recuired to be enacted by this Acreement as well as to establish its own rules and regulations for Solid Waste and Recyclable Materials proces- sing and disposal, not inconsistent herewith, all to protect the public health, safety and welfare. In connection with the collection of Recyclable Materials, the Municipality shall adopt an ordinance requirinc all Persons generating Solid Waste within the Municipality to source separate Recyclable Materials from Solid Waste prior to collection and establishing fines for failure to comply. The Municipal- ity shall take all action (including but not limited to -16- criminal prosecution, civil actions for injunctive or other equitable relief, and suspension or revocation of licenses, franchises or permits) as may be necessary to enforce such -ordinances t rules and reaulatipns. The Municipality shall also.be solely responsible for the issuance of any licenses, franchises, or permits to -Waste Haulers, and for the -enforcement of the terms thereof and for the reaulation of the conduct of Waste Haulers and of the use of the streets, alleys and public places in the Municipality for the collection and/or hauling of Solid Waste and Recyclable Materials. Notwithstanding the foregoing, the municipality hereby authorizes the County to enforce, on behalf of and as agent for the Municinalitv, the provisions of any ordinance enacted by the Municipality pursuant to this Aareement and, if- determined by the County to be necessary in an emergency situation to protect the public health, to provide colle ion services for Solid Waste and Recyclable Materials to individual users in the Municipality. In addition, the County shall be entitled to petition a court of competent jurisdiction to compel specific performance of the Municipalitv's obligations under this paragraph 12. 13. County Records. The County agrees to main- tain, or cause to be maintained, separate, complete and accurate accounting records of expenditures and obligations incurred and quantities involved in Solid Waste and Recycl- able Materials reception, processing and disposal at any -17- Facility pursuant to this Acreement and to have said records audited annually by an independent auditinc firm. Th e County shall furnish, or cause to be furnished, to the Municinalitv a copy of such annual audit within one hundred twenty (120) days after the close of the fiscal year of the System as established by the County. The County agrees to maintain, or cause to be maintained, information in suffici- ent detail to permit the Municipality to ascertain the costs of both Solid Waste and Recyclable Materials acceptance, processing and disposal services at the Facilities-. Upon reasonable notice by the Municipality, the County shall make available, or cause to be made available, books and records regarding the operation of the Solid Waste and Recyclable Materials acceptance, processing and disposal services at "-the Facilities pursuant to this Acreement. 14. Solid Waste Board/Executive Committee. (a) A Solid Waste Board is hereby created consisting of a repre- sentative appointed by the Municipality, together with the representatives of other cities, villages or townships which execute agreements substantially in the form of this Agreement. The Municinalitv shall determine the term and method of appointment of its ,representative on the Solid Waste Board. The representative appointed by the Municipality may be either an elected or apnointed officer or employee. The Municipality may authorize its appointed representative to designate any other officer, or employee of -18- the Municipalitv to act as the Municipality's representative in the absence of the appointed representative. The Solid Waste Board shall elect a chairperson, determine times and places of its meetings and establish rules of procedure. The Solid Waste Board shall meet at least once each year to select from its members an Executive Committee and to consider suCh other matters that it deems appropriate with respect to the acquisition, operation and management of the System. (b) The Executive Committee shall consist of eight Solid Waste Board members elected as described below, the Chairperson of the County Board of Commissioners or another member of the Board of Commissioners designated by the Chairmerson, the County Executive or his designee and a Solid Waste Board member from each particimating municipal- ity in which a County owned RRF, sanitary landfill or other System Facility that recuires an Act 641 permit is located. In electing the eight persons to the Executive Committee, the Solid Waste Board shall divide the participating municipalities into four ceogramhic areas. Thereafter, Solid Waste Board members from each of the four geographic areas will elect two representatives each to serve on the Executive Committee. The Solid Waste Board, at its discretion, may appoint additional members to the Executive Committee from participating municipalities in which other System Facilities that do not require an Act 641 , permit are located. -19- (c) The Executive Committee shall elect a chair- person, determine times and places of its meetings and establish rules of procedure. The Executive Committee shall meet .at least once each month and shall advise, consult with _.and make recommendations to the County regarding the acquisition, operation and management of the system, includ- ing, without limitation, the adoption of rules and regulations relating to the operation of the System, the Disposal Fee established pursuant to paragraph 10 of this Agreement and the selection of additional System Facilities. (d) The County shall not establish the DiSposal Fee pursuant to paragraph 10 until the County shall have given at least thirty (30) days' notice to the Municipality of its intent to fix or revise the Disposal Fee and of the date and time a public hearing shall be held thereon by the County. At such public hearing, members of the Solid Waste Board and other interested parties shall be given an opportunity to be heard. The County may thereafter fix or revise the Disposal Fee in accordance with paragraph 10 of this Agreement. 15. Financina. The County will finance the acauisition and eauipping of the Facilities for the System by the issuance of County contract bonds issued pursuant -to Act or the contribution of available County funds, or both. The bonds will be paid from the Disposal Fees received by the County for the processing and disposal of Solid Waste and processing of Recyclable Materials and from -20- the revenues derived from the sale of Recyclable Materials and the sale of energy and other by-products of any RR', but the bonds will be full faith and credit limited tax gene-al obligations of the County payable from the proceeds of certain ad valorem taxes levied for that pulJose, if necessary. Any bonds issued to finance the Facilities will be equally and ratably secured by the revenues of the System. 16. Miscellaneous. (a) Effective Date. This Agreement shall become effective on the date on which has occurred execution of agreements substantially in the form hereof by any combination of cities, villages or townships within Oakland County in which an aggregate minimum of tons per day of SOlid Waste is generated. The County shall give notice to the Municipality of the effective date of this Agreement. (b) Term. This Agreement shall be binding and remain in effect until the expiration of the later of (i) twenty (20) years from the effective date as determined pursuant to (a) above, which term may be extended by agreement of the County and the Municipality for up to fotir (4) successive five (5) year periods, or (ii) the date on which all bonds issued to finance any of the System Facilities are no longer outstanding. This Agreement shall continue and remain in full force and effect as an independent and integrated agreement between the Municipality and the County on the terms and provisions set forth in this Agreement. -21- (c) Assicnment. This Acreement, or any interest therein, shall not be assicned, transferred, or otherwise encumbered by the Municibalitv. The Munici?ality hereby consents to the assignment by the County of such of the County's rights and obligations under this Agreement as the County shall determine to be desirable to provide for the accuisition, construction, operation and maintenance of any of the Facilities. (d) Amendments. This Agreement may be . amended from time to time by written agreement duly authorized and executed by the parties heretov4hiS Agree- ment shall not be subject to any amendment which would in . any manner affect either the security of or the prompt payment of principal or interest on any obligation of the County incurred in financing any of the Facilities a's evidenced by bonds, contract or lease. It is hereby declared that the terms of this Acreemeat insofar as they Pertain to the security of any such obligation of the County shall be deemed to be for the benefit of the holders, assignees or beneficiaries thereof. (e) Severability. If any provision of this Agreement shall, for any reason, be held to be invalid or unenforceable, the .invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement, and this Agreement shall be construed and . enforced as if such invalid and unenforceable provision had not been contained herein. -22- (f) 'Termination.- Neither the County nor the Municipality shall have the right to terminate this Acree- ment for any reason whatsoever, including breach or default in the obligations.of the parties and this Acreement shall, for its term, remain in full force and effect and may at all times be enforced by either party at law or in equity. (g) Waiver. No waiver by either party of any term or condition of this Agreement shall be deemed or construed as a waiver of any other term or condition, nor shall a waiver of any breach be deemed to'constitute a waiver of any subseauent breach, whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Agreement. (h) Notices. All notices required or permitted by this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the following addresses: If to the County: If to the Municipality: (i) Caotions. Captions or headings used in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision or section of this Agreement. -23- (j) Governina Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan. IN WITNESS WHEREOF, the parties have executed this Agreement on this day of , 1989. WITNESSES: OARLAND COUNTY, a Michigan public corporation By: Its: Chairman, Board of County Commissioners By: Its: County Executive [MUNICIPALITY] By: I ts: Bv: Its: TMD/09004/0144/AD6/9 -24- 5:23PM P.13 TO98581.066 SEP 27, 1989 FROM:BUILDING EXHIBIT "C" AMENDMENT TO PONTIAC TOWNSHIP EXTENSION NO 3 cLINTON-OXKLAND SEWAGE DISPOSAL SYSTEM CONTACT FOR SERVICES By signing below, subject to the execution of the Siting Agreement and the fulfillment of its conditions, the CITY OF AUBURN HILLS, MICHIGAN, a Michigan public corporation and successor in interest to the Charter Township of Pontiac (the "City"), an the COUNTY OF OAKLAND, a Michigan constitutional corporation (the "County"), agree that the Pontiac ToWnship Extension No 3 Clinton-Oanand Sewage Disposal System Contract for Services (the "Extension . Agreement") shall be amended as follows: 1. The City is hereby relieved and discharged as of the date of this Amendment to make any further payments to the County pursuant to Paragraphs 6 and 10-c of the Extension Agreement. 2. The Extension Agreement, an amended herein, is hereby ratified and confirmed. 3, This Amendment i$ null and void if the WTE and MRF are not constructed or the Bonds for the construction of the WT E are not issued. IN WITNESS WHEREON, the County and the City have caused this Amendment to the Extension Agreement to be executed TO:98581068 SEP 271 1989 5:24PM P.14 'FROM:BUILDING in their respective names and have caused this Amendment to be dated as of the day of 1989, COUNTY OF OAXLAND, MICHIGAN By: DANIEL T, MURPHY, County Executive And : ROY REWOLD, County Chairperson CITY OF AUBURN HILLS, MICHIGAN ROBERT W, GRUSNICK, MayQr By: EXHIBIT "D o Oakland.County is committed to providing a long-term solution for solid waste disposal through an integrated solid waste management system which would be both environmentally sound and cost effective. This integrated system focuses on maximum source reduction, reuse, recycling and composting. The County's goal for reduction of the waste stream is fifty percent (50%) by the year 2005. To reach this goal, the County has included within its system a Materials Recovery Facility ("MRF") to process source separated and commingled recyclables such as plastics, paper, glass and metals. The MRF will process two hundred (200) tons per day of recyclables initially and have the capability to expand to at least four hundred (400) tons per day, The MRF will be owned by the County and designed, constructed and operated by a private contractor. The contractor will also market the materials recovered by the MRF. The MRF is projected to be operational by early 1991. Another component of the County's integrated system is a waste-to-energy facility ("WTE") which will be used to reduce the volume of the waste going to the landfill and to generate electricity. The WTE will process up to two thousand (2,000) tons per day of solid waste and will be County-owned and designed, constructed and operated by a private vendor. The design of the WTE will include the best available control technology to ensure the environmental safety of the facility. The ash produced by the WTE will be disposed of in an environmentally safe manner at Le-] a County-owned or County provided monofill landfill, it is currently anticipated that the WTE will be operational by 1993. FROM:BUILDING TO98581066 SEP 27, 1989 5:24PM P.16 design of the WTE will include the best available control technology to ensure the environmental safety of the facility . The ash produced by the WTE will be disposed of in an environmentally safe manner at the County-9wned monofill landfill. It is currently anticipated that the WTE will be operational by 1993. ComP:arison of WTE Site Arrangements 09/24/89 19:09 OCDPW-SW Oakland County Solid Waste Management Plan Funds Payable to Local Agency Pontiac, Oakland Avenue Site : 1 , I Note: This siting proposal . : resulted in a law suit filed . 1,500 - 2,000 tpd WTE Facility : by the City of Pontiac against , : Oakland County. Still pending. : Tap-in Fee $9,000,000 1 ] $9,000,000 Total payable by WTE project Auburn Hills, Brown Road Site . 1,500 2,000 tpd WTE Facility 200 - 400 tpd MRF Facility Tap-in Fee Cash Payment DPW Site $750,000 Maximum for 325.000 square feet floor area $8,65,000 See notes ------------ $9,385,000 Total payable by WTE / MRF project ($650,000) Brown Road 10 acre site, at City's option Payable to County General Fund at time of WTE Bond sale. * ,7:5,000 Net total, all County funds Notes Re: Cash Payment by County to City $1,000,000 $7,150,000 $485,000 $8,635,000 Upon approval of agreement * Upon sale of WTE Bonds Sanitary Sewer debt Payment * If WTE project does not proceed, these amounts to be repaid over ten (10) years, interest free. Host Community Fees $1.50 Per Ton, with minimum annual guarantee based upon final WTE Design Capacity. Per Ton, no annual guarantee. WTE Facility MRF Facility