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HomeMy WebLinkAboutResolutions - 1992.04.01 - 19412Miscellaneous Resolution # 92066 April 2, 1992 By: IN RE: John Olsen, Chairperson Planning and Building Committee Department of Solid Waste Management Verner, Liipfert, Bernhard, McPherson & Hand Professional Services Agreement TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, Oakland County has long proposed the implementation of an integrated Solid Waste Management System on behalf of its municipalities; and WHEREAS, the proposed System is nearing its critical final stages prior to bond sales and the commencement of the detailed implementation steps; and WHEREAS, the services of project counsel who are fully familiar with all details and background leading to final facility procurement and final System implementation are deemed critical to insure project success; and WHEREAS, funds are available in the 1992 approved Solid Waste Budget for the required work. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners does herewith approve of the proposed contractual arrangement in an estimated amount of $100,000 between the County of Oakland and the firm of Verner, Liipfert, Bernhard, McPherson & Hand of Washington DC; and BE IT FURTHER RESOLVED that the consultant will notify the County, in writing, when services totalling $50,000 have been incurred and the consultant is not authorized to expend beyond $60,000 of the contract amount without the prior written approval of the County Executive and the Board Chairperson; and BE IT FINALLY RESOLVED that the Board Chairperson and the County Executive are herewith authorized to sign the contract documents on behalf of the County of Oakland. Mr. Chairperson, on behalf of the Planning and Building Committee, I move adoption of the foregoing resolution. John Olsen, Chairperson Planning & Building Committee 2 3 April 2, 1992 FISCAL NOTE (Misc. 92066) BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON IN RE: DEPARTMENT OF SOLID WASTE MANAGEMENT - VERNER, LIIPFERT, BERNHARD, McPHERSON & HAND - PROFESSIONAL SERVICES AGREEMENT - MISCELLANEOUS RESOLUTION # 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 Miscellaneous Resolution # and finds: 1) The firm of Winston & Strawn, acting in the capacity of the County's lead negotiator, wrote all three System facility contracts (waste -to-energy [WTE], material recovery facility, and landfill capacity) and the WTE and Landfill Host Community Agreements. The attorneys in the municipal solid waste public section of Winston & Strawn responsible for these activities have relocated to the firm of Verner, Liipfert, Bernhard, McPherson & Hand. The Department of Solid Waste Management is proposing to enter into an agreement with Verner, Liipfert, Bernhard, McPherson & Hand in an estimated amount of $100,000 to proceed to renegotiate the System facility contracts, participate with the Finance Team as project counsel, and provide general counsel. The consultant will notify the County in writing when services totaling $20,000 have been incurred and must obtain written approval of the County Executive and the Chairperson of the Board before expending beyond $25,000. 5) Expenses for this contract are recoverable from the sale of system bonds. 6) Funding in the amount of $100,000 is available for this contract from the 1991 Solid Waste year-end balance. 7) The 1992 Solid Waste Management Budget's Professional Services account (#4 -83300 -101 -01-00 -3128) is increased by $100,000 to a total of $430,000 with funds from the Solid Waste year-end balance. 8) The Finance Committee recommends the resolution be amended (in the first BE IT FURTHER RESOLVED) and the contract be amended (on page 9) to require the consultant to notify the County before services totalling $20,000 have been expended and to obtain written approval from the County prior to expending beyond $25,000. FINANCE COMMITTEE Resolution # 92066 April 2, 1992 In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 2nd day ii,fD April, 1992 Lynry/D. Allen, County Clerk Moved by olsen supported by Caddell the finance Committee Report be accepted. A sufficient majority having voted therefor, the report was accepted. Moved by Law supported by Obrecht the resolution be amended in the "BE IT FURTHER RESOLVED" paragraph by deleting "Board Chairperson" and"insert "Board of Commissioners". Also, in the Fiscal Note (under #4) change Cnairperson of the Board to the Board of commissioners. A sufficient majority having voted therefor, the amendment carried. Moved by Olsen supported by Pappageorge the resolution be amended to agree with the dollar amounts in the Fiscal Note. A sufficient majority having voted therefor, the amendment carried. Discussion followed. Moved by Law supported by Moffitt the resolution be amended by naming William P. Hampton to handle the termination of the contract with Westinghouse. The chairperson stated a "yes" vote will add William P. Hampton to the contract, and a no vote will oppose it. The vote was as follows: AYES: McPherson, Millard, Moffitt, Oaks, Obrecht, Pappageorge, Pernick, Serra, Skarritt, Wolf, Aaron, Bishop, Caddell, Gosling, Krause, Law. (16) NAYS: McConnell, McCulloch, Olsen, Palmer, Schmid, Crake, Huntoon, Johnson. (8) A sufficient majority having voted therefor, the amendment carried. Vote on resolution as amended: AYES: McCulloch, Millard, Moffitt, Oaks, Obrecht, Pappageorge, Pernick, Schmid, Skarritt, Wolf, Bishop, Crake, Gosling, Huntoon, Johnson, Law, McConnell. (17) NAYS: McPherson, Olsen, Palmer, Serra, Aaron, Krause. (6) 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, 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 April 2, 1992 with the original record thereof now remaining in my office. CONTRACT FOR LEGAL CONSULTING SERVICES BY AND BETWEEN OAKLAND COUNTY, MICHIGAN AND VERNER, LIIPFERT, BERNHARD, MCPHERSON AND HAND, CHARTERED THIS CONTRACT entered into as of this 2nd day of April 1992 by and between Verner, Liipfert, Bernhard, McPherson and Hand, Chartered (hereinafter called the "CONSULTANT") and Oakland County, a political subdivision of the State of Michigan, acting by and through its Board of Commissioners (hereinafter called the "COUNTY"). WITNESSETH: WHEREAS, COUNTY desires to engage CONSULTANT to provide certain legal services in connection with the implementation of the COUNTY'S Solid Waste Management Plan (the "PLAN"); and WHEREAS, COUNTY is desirous of engaging CONSULTANT for purposes hereinafter described in paragraph 1, Scope of Services; and WHEREAS, CONSULTANT has agreed to provide necessary legal services to the COUNTY and is qualified and experienced in this area of law and practice; 1 NOW, THEREFORE, the parties hereto, each intending to be legally bound hereby, do mutually agree as follows: 1. SCOPE OF SERVICES CONSULTANT hereby agrees to perform services with respect to amendments, extension and negotiation of solid waste disposal contracts and assistance with financing as expressed in Exhibit A. COUNTY may direct CONSULTANT to perform such additional services as may be desired by COUNTY. 2. PERSONNEL A. CONSULTANT represents that it has, or will secure at its own expense, all personnel required to perform the services under this Contract. Personnel specifically shall include James K. Jackson, Esq. as principal attorney, and as _approved by the COUNTY, other personnel from the list in paragraph 4.B. James K. Jackson, Esq. shall serve as the principal attorney in charge of all work to be performed by CONSULTANT and shall be responsible for coordinating all work to be performed by personnel of CONSULTANT. CONSULTANT personnel shall not be employees of or have any contractual relationship with COUNTY. B. All of the services required hereunder will be performed by CONSULTANT and under the direct supervision of James K. Jackson, Esq. and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. 2 C. None of the work or services covered by this Contract shall be subcontracted without the prior written approval of COUNTY. 3. TIME OF PERFORMANCE A. It is understood and agreed between COUNTY and CONSULTANT that time is of the essence and that during the period of this Contract, CONSULTANT agrees to perform services in such sequence as to assure the expeditious completion of the tasks necessary to completion of the Project in the light of the purpose of this Contract, including, but not limited to, those services specified in paragraph 1. CONSULTANT's responsibilities are also subject to the Termination provisions as hereinafter provided in paragraph 6. B. CONSULTANT shall enter upon the performance of this Contract with all due diligence and dispatch and shall exercise therein the highest degree of professional skill and competence. The parties hereto agree that time is of the essence for the performance of all phases of work by CONSULTANT and all other work products required hereunder. 3 • 4. COMPENSATION A. COUNTY agrees to pay, and CONSULTANT agrees to accept, as compensation for CONSULTANT's services, the hourly rates for personnel set forth below, plus CONSULTANT's out-of- pocket expenses set forth in Subsection C. The CONSULTANT shall at least monthly, provide itemized invoices, commencing not later than 1992, which shall include the nature of work performed, as related to an identifiable task, a detailed description of each task performed, specification of profession of personnel involved, the number of hours or fractions of hours worked, the hourly rate for relevant personnel of CONSULTANT and CONSULTANT'S out-of-pocket expenses. Invoices shall be sent to: Roger Smith 1 Public Works Drive Pontiac, MI 48054-1695 CONSULTANT shall be paid, within sixty (60) days from the receipt of the invoice, the value of the cumulative hourly charges and out-of -pocket expenses. The COUNTY may, in its sole but reasonable discretion, determine that a portion of any invoice shall be written off, such amount not to exceed $2,500 per month and shall notify the Consultant in writing of such amount. The CONSULTANT, upon receipt of the County's written request shall provide the COUNTY with a credit for such amount. The credit may cover time and or costs. Settlement of such differences shall be negotiated by the CONSULTANT and the COUNTY. Additionally, COUNTY reserves the right to refuse to pay any part of any invoice of CONSULTANT which is based on an increase in the cost 4 to prepare or revise documents 'resulting from an error or omission of CONSULTANT. B. The hourly rates of CONSULTANT shall be set forth below: James K. Jackson, Esq. $225 Robert G. Varner $175 R. Stuart Broom $175 Kenneth S. Barr $145 These hourly rates shall remain as stated above through December 31, 1993. It is understood that a standard work day that includes travel shall not be billed for more than 8 hours. Thereafter, the rates shown above may be increased annually up to five (5%) percent with the written approval of the COUNTY. Additional personnel may be added upon written approval by the COUNTY. C) Out-of-pocket expenses are defined as the actual reasonable cost, excluding mark-up of: 1) copy, duplicating or facsimile; 2) long distance telephone calls, postage, or special delivery; 3) Long distance travel expense with air fare at coach rates, overnight stay at rates not to exceed rates as negotiated by the COUNTY if available and reasonable living expenses while providing services to the COUNTY at the COUNTY's request outside the CONSULTANT's offices; 4) Other reasonable costs as approved by the COUNTY. COUNTY reserves the right to review all Out-of-pocket expenses 5 for reasonableness and at its sole 'discretion reduce any out-of- pocket expense to a level it deems reasonable. COUNTY will notify in writing of the adjustment and credit will be issued. 5. DOCUMENT A. All services rendered and documents prepared by CONSULTANT shall conform to applicable laws, statutes, ordinances, rules and regulations, as well as the methods and procedures of all governmental boards, bureaus, offices, commissions or other agencies. B. All plans, specifications, survey notes, calculations, contracts, legal memoranda, and all other documents pertaining to the work required hereunder, prepared by CONSULTANT in the performance of this Contract, shall be the property of COUNTY. C. CONSULTANT covenants and agrees to have available in Oakland County, Michigan, upon request by COUNTY, its books and records for inspection by appropriate COUNTY officials concerning charges, fees and costs under this Contract. 6. TERMINATION A. COUNTY reserves the right to terminate this Contract at any time, at its sole discretion, by giving CONSULTANT ten (10) days prior written notice thereof. In such event, and upon any termination of the Contract, all finished or unfinished documents, contracts, data, studies, agreements and 6 reports prepared by CONSULTANT under the Contract shall become the property of COUNTY and CONSULTANT shall be paid in full for all services rendered by it to the effective date of such termination plus all out-of-pocket costs incurred to that date. Payment shall be made in accordance with Paragraph 4 above. 7. ASSIGNMENT This CONTRACT shall not be assigned or assignable, either by action of CONSULTANT or by law. 8. INDEMNIFICATION CONSULTANT shall indemnify, defend and hold harmless COUNTY, its officials, employees, and agents from any and all claims, demands, costs, judgements or causes of actions, including attorneys' fees, arising solely from the action or omissions of CONSULTANT, its officers, directors, employees or agents under this agreement. CONSULTANT shall carry, at all times during the term of the Contract, professional liability insurance coverage in the minimum amount of $5,000,000. Such insurance shall be kept in force and not canceled or altered without thirty (30) days prior written notice to COUNTY. 9. FURTHER SUPPORT In the event that COUNTY becomes involved in any litigation with third parties concerning or relating in any way to CONSULTANT's services, not covered by Section 8, whether such 7 litigation occurs during or after the term of the Project, or any other litigation with respect to the Project, CONSULTANT agrees to make its officers and employees available to COUNTY to consult, assist and cooperate in any such litigation, to the extent such consultation, assistance and cooperation may be required by COUNTY, at reasonable fees to be agreed upon by the parties hereto. 10. NO DISCRIMINATION CONSULTANT shall not discriminate nor permit discrimination against any employee because of sex, race, color, religion or national origin. In the event of such discrimination, COUNTY may terminate this Contract forthwith. 11. DISPUTES This Contract shall be performed under the laws of the State of Michigan. Any litigation to enforce this contract or any of its provisions shall be brought in Oakland County, Michigan. 12. ENFORCEABILITY COUNTY represents and warrants that this Contract has been duly authorized by COUNTY's Board of Commissioners. 13. CONTRACT AMOUNT The compensation for services under this contract shall not exceed $100,000 without further authorization by the COUNTY. CONSULTANT will inform COUNTY, in writing, when services 8 totalling $20,000 have been incurred. CONSULTANT will not expend beyond $25,000 of this contract without prior written approval of COUNTY. 14) INDEPENDENT CONTRACTING CONSULTANT represents and agrees that it is acting and shall continue to be an independent contractor and that no liability or benefits such as, but not limited to, Workmen's 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. 15) NOTICES AND DESIGNATION For the purposes of this contract, notices to and designee for CONSULTANT is: James K. Jackson, Esq. Verner, Liipfert, Bernhard, Mcpherson and Hand Suite 700 901 15th street, N.W. Washington, D.C. 20005-2301 And for COUNTY: Daniel T. Murphy, County Executive or his Designee, 1200 N. Telegraph Pontiac, Michigan 48341 :. 9 Oaklarid County COrporat . n Counsel IN WITNESS WHEREOF, COUNTY has caused these presents to be duly executed and CONSULTANT has caused these presents to be duly executed as of the day and year first above written. OAKLAND COUNTY, MICHIGAN VERNER, LIIPFERT, BERNHARD, MCPHERSON AND HAND, CHARTERED r ( 1) : 74,t-A.V 76)-t-t-- tarry I,( Crake, Chairperson Partner Oaklarfa County Board of Commissioners Daniel T. Mutphy Oakland County Exec APPROVED AS TO FORM: I:\dave\solidwas\verner.con 10 ••i• p 4 Is Exhibit A SUMMARY OF SCOPE OF WORK SCOPE OF WORK: May include, but not be limited to the following, as specifically authorized from time-to-time by the County Executive. A. Negotiate on behalf of, or represent, the County in termination and/or extension of Westinghouse contracts. B. Negotiate on behalf of, or represent, the County leading to the award of the waste-to-energy contract to another vendor. C. Negotiate on behalf of, or represent, the County in adjustments and/or settlements with the waste-to-energy host community. D. Negotiate on behalf of, or represent, the County in adjustments and repricing of existing contracts for the construction and operation of a Materials Recovery Facility. E. Negotiate on behalf of, or represent, the County in adjustments and/or repricing of existing contracts for the licensing of landfill air space. F. Advise and assist, as may be appropriate, in the County's dealings with the Michigan Department of Natural Resources and its related Boards and Commissions in gaining necessary Act 641 and Air Quality approvals. G. Provide general advice and counsel in all matters relating to the proposed Oakland County Solid Waste.