HomeMy WebLinkAboutResolutions - 1989.12.14 - 17332MISCELLANEOUS RESOLUTION 89345 December 14, 1989
BY: PLANNING AND BUILDING COMMITTEE, ANNE M. HOBART, CHAIRPERSON
IN RE: DEPARTMENT OF PUBLIC WORKS - SOLID WASTE - CONTRACT WITH MILLER
CANFIELD AS LEGAL COUNSEL FOR THE SALE OF ELECTRICITY FROM THE
W-T-E TO DETROIT EDISON
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen:
WHEREAS the County has begun an aggressive solid waste management
program which includes a Waste-to-Energy (W-T-E) facility; and
WHEREAS in Miscellaneous Resolution #89062, the County approved a
contract with Westinghouse to construct and operate a W-T-E and this
contract requires certain conditions be met prior to issuing a notice to
proceed to Westinghouse; and
WHEREAS one of these conditions is to have a contract for the sale of
electricity generated at the W-T-E facility; and
WHEREAS the County desires to have legal counsel for these contract
negotiations; and
WHEREAS the County has identified Miller, Canfield as a law firm with
expertise in this specialized area and desires their assistance as legal
counsel in Hrafting and negotiating contracts related to the sale of
electricity from the County's W-T-E to Detroit Edison.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners herby approves the attached contract with the firm of
Miller, Canfield, Paddock and Stone to assist as legal counsel for
agreements related to the sale of electricity.
Mr. ChaiIperson, on behalf of the Planning and Building Committee, I
move acceptance of the foregoing report.
PLANNING AND BUILDING COMMITTEE
CONTRACT FOR LEGAL SERVICES
NOW COME the COUNTY OF OAKLAND, a Michigan
Constitutional Corporation ("COUNTY"), 1200 North Telegraph
Road, Pontiac, Michigan 48053, and MILLER, CANFIELD,
PADDOCK AND STONE ("CONTRACTOR"), 150 West Jefferson, Suite
2500, Detroit, Michigan 48226;
WITNESSETH:
In consideration of the agreements contained herein, it
is agreed between the parties that the COUNTY shall retain
CONTRACTOR, as an independent contractor, with the parties
agreeing to the following terms and conditions:
WHEREAS, COUNTY is in the process of developing a
waste-to-energy incinerator which requires a power sales
contract and certain related agreements with THE DETROIT
EDISON COMPANY ("EDISON") and State regulatory approvals,
and;
WHEREAS, COUNTY desires to engage CONTRACTOR to provide
legal services in connection with obtaining the
aforementioned items, which representation CONTRACTOR agrees
to provide as described more fully herein;
NOW, THEREFORE, COUNTY and CONTRACTOR agree as follows:
ARTICLE I - SCOPE
1.1 The representation to be provided by CONTRACTOR
will be divided into two phases. In Phase 1 CONTRACTOR will
represent COUNTY in drafting and negotiating a contract to
sell electric energy and capacity from the COUNTY'S planned
waste-to-energy project to THE DETROIT EDISON COMPANY,
together with similar assistance on related agreements with
EDISON, such as interconnection agreements, facilities
agreements and standby/supplemental power agreements. This
representation will include working with the COUNTY and its
consultants to develop and implement appropriate strategies
that have the best prospects for promptly and successfully
obtaining such agreements, consulting with the COUNTY and
other team members for requirements that must be met,
negotiating with EDISON and other related activities.
Although the actual numbers May vary as noted in Article III
below, presently this effort is expected to include
approximately 15-20 day-long negotiating sessions with-
EDISON; 6-10 preparatory sessions with the COUNTY and its
consultants in preparation for the preceding meetings;
resulting in a power sales agreement and related
interconnection agreements, facilities and standby power
agreements.
1.2 In Phase 2 CONTRACTOR will (a) represent the
COUNTY in obtaining MICHIGAN PUBLIC SERVICE COMMISSION
approval of the preceding power sales contract (and, to the
extent necessary, of related agreements), and (b) if
necessary, represent the COUNTY before the MICHIGAN PUBLIC
SERVICE COMMISSION or in related proceedings under the
dispute resolution procedures of Act 2 of 1989, under the
complaint procedures established under the MICHIGAN PUBLIC
SERVICE COMMISSION'S order in Case U-6798 and others.
1.3 The preceding scope of services may be changed
from time to time by mutual agreement.
ARTICLE II - PERSONNEL AND ADMINISTRATION
2.1 DAVID OLMSTEAD will be the principal attorney
responsible for this Contract on behalf of CONTRACTOR and
will use the services of other attorneys in the firm,
non-attorneys or legal assistants as necessary. During
Phase I and 2 DAVID OLMSTEAD will attend or monitor all
negotiating sessions with EDISON.
2.2 The contract manager for COUNTY will be MILTON W.
HANDORF, Director of the Department of Public Works and/or
his designee. CONTRACTOR shall work under and receive
direction from MR. HANDORF and the COUNTY'S outside
consultants with respect to the waste-to-energy project as
the COUNTY may from time to time designate.
2.3 All notices under this Contract shall be delivered
by certified mail to:
David Olmstead, Esq.
Miller, Canfield, Paddock and Stone
Suite 2500
150 West Jefferson Avenue
Detroit, MI 48226; and
Mr. Milton W. Handorf, Director
Department of Public . Works
County of Oakland
One Public Works Drive
Pontiac, MI 48054.
-2-
ARTICLE III - COMPENSATION
3.1 For the services described above, CONTRACTOR will
render detailed billings monthly which itemize attorney
hours and costs. The rate shall be $155.00 per blended
attorney hour.
3.2 Both parties recognize that the actual cost of the
Phase 1 effort depends principally upon factors outside
their control. These factors principally are:
(a) The position which will be taken by EDISON on
the availability, rates and terms of the power
sales contract and related agreements.
(b) The speed with which EDISON will negotiate an
acceptable agreement.
(c) Regulatory or legislative changes.
Therefore, CONTRACTOR will give COUNTY notice when the
cumulative fees and related expenses for Phase I are equal
to or expected within a month to equal $50,000. In no event
shall the fees and related expenses for Phase I exceed
$50,000 without written prior approval of the COUNTY.
Should such approval not be obtained, then this Contract
shall terminate.
ARTICLE IV - EQUAL EMPLOYMENT OPPORTUNITY
4.1 CONTRACTOR will take affirmative action to
eliminate discrimination based on sex, race, or a handicap
in the hiring of applicants and the treatment of employees.
4.2 CONTRACTOR is an equal opportunity employer. It
will not discriminate against any employee or applicant for
employment because of race, creed, color, sex, national
origin, physical handicap, age, height, weight, marital
status, veteran status, religion and political belief,
except as it relates to a bona fide occupational
qualification reasonably necessary to the normal operation
of the business.
ARTICLE V - INDEPENDENT CONTRACTOR
5.1 CONTRACTOR represents and agrees that it is acting
as an independent contractor and that 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 the result of this
Contract.
-3-
ARTICLE VI HOLD HARMLESS
6.1 CONTRACTOR agrees to defend, indemnify and hold
the COUNTY, its officials, employees and agents harmless
from any and all liability, loss or damage which may result
from any and all claims, demands, costs, judgments or causes
of action, including attorney fees, arising from the actions
or omissions of CONTRACTOR, its officers, directors,
employees or agents under this Contract; provided, however,
that this contractual restatement of CONTRACTOR'S
professional obligation to the COUNTY for any errors or
omissions in the course of professional conduct (1) in no
way expands or extends the term of liability for such
obligation and (2) does not indemnify the COUNTY for any
negligence or misconduct on the COUNTY'S part.
ARTICLE VII - TERMINATION/ALTERNATION
7.1 Either party may terminate this Contract at any
time by doing so in writing. The COUNTY will pay for all
services rendered through the date of termination.
7.2 This Contract may be amended only by the written
agreement of the parties hereto.
ARTICLE VIII - ENTIRE AGREEMENT
8.1 This Contract constitutes the entire agreement
between the parties relating to the COUNTY'S representation
by CONTRACTOR. No supplement, modification or waiver of
this Contract, or any provisions hereof shall be binding
unless executed in writing by both parties. No termination
shall be effective unless executed in writing by one of the
parties. No waiver of any of the provisions of this
Contract shall constitute a waiver of any other provisions,
nor shall such waiver constitute a continuing waiver unless .
so expressly provided.
ROY REW/LID,- Chairperson;
Board of Commissioners
By:
And
ANTEL T.kNURP(HY,
County Executive/
Stratton S. Brown
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IN WITNESS WHEREOF, the parties hereto have executed
this Contract on , 1989.
WITNESSES: COUNTY OF OAKLAND, a Michigan
Constitutional Corporation _
MILLER, CANFIELD, PADDOCK AND STONE,
December 14, 1989
FISCAL NOTE (893 45)
BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON
IN RE: DEPARTMENT OF PUBLIC WORKS - SOLID WASTE - CONTRACT WITH MILLER
CANFIELD AS LEGAL COUNSEL FOR THE SALE OF ELECTRICITY FROM THE
W-T-E TO DETROIT EDISON
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
MR. CHAIRPERSON, LADIES AND GENTLEMEN
Pursuant to Rule XI-G of this Board, the Finance Committee has reviewed Misc. Res.
# and finds. •
1) The County has approved a contract with Westinghouse, Inc. to construct and
operate a Waste-To-Energy (W-T-E) facility in Misc. Res. 1189062.
2) Prior to issuing a notice to proceed the County will need to have agreements for
the sale of electricity generated at this facility.
3) A contract with Miller, Canfield, Paddock and Stone for legal services has been
prepared and the work scope has been identified as two phases.
4) The Phase I services requested include the drafting and negotiation for sale of
electricity energy and capacity, and the related interconnection, standby and facility
agreements.
5) The Phase II services requested include representation before the Michigan Public
Services Commission for approval of the contracts.
6) The cost for services is $155 per attorney hour.
7) The total estimated costs for Phase I services is estimated not to exceed $50,000.
8) Funding for this activity was anticipated and is consistent with Misc. Res. #89126 -
Solid Waste 1989 Professional Services Amendment.
9) Funds not to exceed $50,000 are available in the Solid Waste Unit Professional
Services Line Item (4-10100-141-15-00-3128) and it is recommended the contract be approved
in an amount not to exceed $50,000.
FINANCE COMMITTEE
RESOLUTION # 8934q: December 14, 1989
Moved by Hobart supported by Crake the resolution be adopted.
Moved by Gosling supported by Pappageorge the resolution be amended on
page 2, Section 2.2. In all references to Milton W. Handorf, substitute the name of
County Executive Daniel T. Murphy, or his designee. (It will read "Contractor shall
work under and receive direction from Daniel T. Murphy, or his designee.") Delete
additional language in sentence, and add the sentence "Communication from the
County's outside consultants with respect to the Waste-to-Energy project as the
County may designate from time to time through Mr. Murphy or his designee".
A sufficient majority having voted therefor, the amendment carried.
Vote on resolution as amended:
AYES: Crake, Ferrens, Gosling, Hobart, Jensen, Johnson, R. Kuhn, Law,
Luxon, McConnell, McCulloch, McPherson, Moffitt, Oaks, Olsen, Pappageorge, Pernick,
Price, Rewold, Skarritt, Aaron, Bishop, Caddell, Calandro, Chester. (25)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution, as amended,
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 the attached resolution,
adopted by the Oakland County Board of Commissioners at their regular meeting
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