HomeMy WebLinkAboutResolutions - 2012.05.02 - 20210REPORT (MISC. #12062) May 2, 2012
BY: Human Resources Committee, John Scott, Chairperson
IN RE: MR #12062 — Water Resources Commissioner — Request for Approval of
Professional Services Contract with Ben Lewis, P.E., Former County Employee
To: The Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Human Resources Committee, having received as a referral from the Board's
April 18, 2012, meeting the above referenced resolution, hereby reports that the Human
Resources Committee considered this item previously on April 11, 2012, and reported out
on a unanimous roll call vote with Hatchett absent to recommend approval.
Chairperson, on behalf of the Human Resources Committee, I move acceptance of
the foregoing report.
HUMAN RESOURCES COMMITTEE
HUMAN RESOURCES COMMITTEE
Motion carried unanimously on a roll call vote.
April 18, 2012
REPORT '(MISC. #12062)
BY: Human Resources Committee, John A. Scott, Chairperson
RE: Water Resources Commissioner — Request for Approval of Professional Services
Contract with Ben Lewis, RE., Former County Employee
TO: Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Human Resources Committee having reviewed MR #12062 on April 11,
2012 Reports with the recommendation the resolution be adopted.
Chairperson, on behalf of the Human Resources Committee, I move the
acceptance of the foregoing Report.
HUMAN RESOURCES COMMITTEE
HUMAN RESOURCES COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Hatchett absent
MISCELLANEOUS RESOLUTION .#12062 March 22, 2012
BY: Planning and Building Committee, David W. Potts, Chairperson
IN RE: WATER RESOURCES COMMISSIONER — REQUEST FOR APPROVAL OF PROFESSIONAL
SERVICES CONTRACT WITH BEN LEWIS, P.E., FORMER COUNTY EMPLOYEE
To the Oakland County Board of Commissioners
Mr. Chairperson, Ladies and Gentlemen:
WHEREAS in accordance with the provisions of Miscellaneous Resolution #93300 — Professional
Services Contracts with former County employees, the Oakland County Water Resources Commissioner
is required to obtain approval by the Board of Commissioners and the Human Resources and Finance
Committees to enter into a contract for professional engineering services; and
WHEREAS the Water Resources Commissioner has determined that professional engineering
services are necessary on a temporary basis due to the demands on current senior professional
engineering staff assigned to the Oakland - Macomb Interceptor project for the next several years; and
WHEREAS the Water Resources Commissioner has evaluated the scope of the project and has
determined that the requirements exceed the ability to use current staff; and
WHEREAS a Request for Qualifications (RFQ) to provide professional engineering services was
advertised by the Purchasing Department and nine responses were received. The responses have been
evaluated using the criteria as stated in the RFQ with Ben Lewis, P.E., receiving the top ranking; and
WHEREAS the Water Resources Commissioner is interested in contracting professional
engineering services with Ben Lewis, Professional Engineer, and a former Oakland County employee;
and
WHEREAS Ben Lewis, Professional Engineer, had previously worked for the Water Resources
Commissioner from 1994 through 2000 and has extensive experience and expertise in civil engineering;
and
WHEREAS the Water Resources Commissioner has compared the cost of similar professional
engineering services from seven engineering consultants currently under contract with the County and
the rates submitted as part of the RFQ and has determined that the cost savings by entering into this
contract when compared to the engineering consultant rates for senior level professional engineering staff
would be on the order of 30%; and
WHEREAS the Water Resources Commissioner, as County Agent for the Sewage Disposal
Systems owned and operated by the County, and as under contract with numerous municipalities for the
operations and maintenance of local sewage disposal and drinking water systems, is obligated to perform
the work as detailed in the Scope of Services portion of the contract.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves the request by the Water Resources Commissioner to enter into the professional services
contract attached hereto with Ben Lewis, a former Oakland County employee.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
PLANNING AND BUILDING COMMITTEE
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Nuccio, Woodward and McGillivray absent.
OAKLAND COUNTY WATER RESOURCES COMMISSIONER
PROFESSIONAL SERVICES CONTRACT
Date through Date: April , 2012 — April , 2014
Contract - NOT TO EXCEED AMOUNT $294.500
This "Contract" made this day of April, 2012 between the COUNTY OF OAKLAND, a Michigan
Constitutional Corporation, hereinafter called "County", by and through its Water Resources Commissioner. In
this Contract, either Contractor or the County may also be referred to individually as a "Party" or jointly as the
"Parties",
COUNTY OF OAKLAND
By its Water Resources Commissioner,
as County Agent,
One Public Works Drive
Waterford, MI 48328
248 -858-0958
(herein, the "County")
BEN LEWIS, P.E.
2822 Allison Lane
Highland, Michigan 48357
248-889-1890
(herein the "Contractor")
This Contract is organized and divided into the following "Section" or "Sections" for the
convenience of the Parties.
Section 1. CONTRACT DOCUMENTS AND DEFINITIONS
Section 2, CONTRACT EFFECTIVE DATE, EARLY TERMINATION
Section 3. SCOPE Jr CONTRACTOR'S SERVICES
Section 4. COUNTY PAYMENT OBLIGATION FOR CONTRACTOR'S SERVICES
Section 5. CONTRACTOR ASSURANCES AND WARRANTIES: CONFIDENTIALITY
Section 6. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
Section 7. GENERAL TERMS AND CONDITIONS
Page 1
In consideration of the mutual promises, obligations, representations, and assurances in this Contract,
the Parties agree to the following:
SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS
The following words and expressions when printed with the first letter capitalized as shown herein,
whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation
marks, shall be defined and interpreted as follows:
The term "Agreement" shall be defined as this Contract and the Attachments annexed hereto. Further,
any mutually agreed to written amendments by the Parties shall also be included within the definition
of "Agreement".
1.2. "County" means the County of Oakland, a Municipal and Constitutional Corporation, its departments,
divisions, authorities, hoards, committees, and "County Agent" as defined below.
1.3. "County Agent" means all elected and appointed officials, Water Resources Commissioner ("WRC"),
directors, board members, council members, commissioners, employees, volunteers, representatives,
and/or any such persons' successors (whether such person act or acted in their personal representative
or official capacities), and/or any persons acting by, through, under, or in concert with any of them.
"County Agent" shall also include any person who was a "County Agent" anytime during the term of
this Contract but, for any reason, is no longer employed, appointed, or elected and serving as an
Agent.
1.4. The term "Contract Administrator" or "the County's Contract Administrator" shall he defined as the
person or persons identified by the County from time to time to administer the duties imposed upon
the County through this Agreement. The County's Contract Administrator for this contract will be
Steven Korth, P.E., Deputy and Manager, WRC Administration, or his designee.
1.5. "Contract Documents" This Contract includes and fully incorporates herein all of the following
documents:
1.5.1 Exhibit I: Scope of Services — Professional Engineer
1.5.2 Exhibit II. Contractor's Insurance Requirements.
1.6. "Claims" means any alleged losses, claims, complaints, demands for relief or damages, suits, causes of
action, proceedings, judgements, deficiencies, liability, penalties, litigation, costs, and expenses,
including, but not limited to, reimbursement for reasonable attorneys fees, witness fees, court costs,
investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or
liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which
the County may become legally and/or contractually obligated to pay or defend against, whether direct,
indirect or consequential, whether based upon any alleged violation of the federal or the State
constitution, any federal or State statute, rule, regulation, or any alleged violation of federal or State
common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or
whether commenced or threatened.
1.7. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at 11:59:59 p.m.
1.1.
Page 2
SECTION 2. CONTRACT EFFECTIVE DATE, EARLY TERMINATION
2.1 The effective date of this Contract shall be April , 2012 and unless otherwise terminated or canceled
as provided below, it shall end at 11:59:59 p.m. on the "Contract Expiration Date shown on the first
page of this Contract, at which time this Contract expires without any further act or notice of either
Party being required. Except as otherwise expressly provided for herein, this Agreement and/or any
proposed amendments to this Agreement, shall not be effective or binding, and no payments shall be
due or made to Contractor for any Services until and unless:
2.1.1 This Contract is signed by the Contractor.
2.1.2 Any and all required Certificates of Insurance, for Contractor purchased insurance as required
in this Agreement, have been delivered to the WRC as provided herein and any other
conditions precedent to the Contract have been submitted and accepted by the County,
2.1.3 This Contract is signed by the Water Resources Commissioner pursuant to his authority and
in his capacity as County Agency pursuant to 1939 PA 342, as amended, 1957 PA 185, as
amended, and Oakland County Board of Commissioners Miscellaneous Resolution #93075,
as provided for on the signature page of this Contract.
2.1.4 This contract is contingent upon final approval by the Oakland County Human Resources
and Finance Committees in accordance with Miscellaneous Resolution #93300.
2.1.5 DRAINAGE DISTRICTS: It may be necessary for the Contractor to undertake
engineering services on behalf of a drainage district. It is understood by the Contractor that
a drainage district is a statutory public corporation established in accordance with 1956
P.A. 40, as amended (The Drain Code, MCL 280.1 et seq.), separate and distinct from the
County of Oakland. In the event that the Contractor is directed by the Water Resources
Commissioner or Drainage Board for a particular drainage district to perform services,
then the terms and conditions set forth in this contract shall be apply and references in this
agreement to the County as a party to this contract will be replaced with the named
drainage district. By way of example, if the Contractor is requested to perform services for
the George W. Kuhn Drainage District, then the parties to this contract would be the
George W. Kuhn Drainage District and Contractor, and not the County of Oakland. Such
authorization by the Water Resources Commissioner or Drainage Board shall be an
addendum to this contract.
2.2. The County may terminate and/or cancel this Contract (or any part thereof) at any time during the
term, any renewal, or any extension of this Contract, upon written notice to the Contractor, for any
reason, including convenience without incurring any obligation or penalty of any kind. The effective
date for termination or cancellation shall be clearly stated in the written notice.
2.2.1 The County's sole obligation in the event of termination is for payment for actual services
rendered by the Contractor before the effective date of termination. Under no circumstances
shall the County be liable for any future loss of income, profits, any consequential damages or
any loss of business opportunities, revenues, or any other economic benefit Contractor may
have realized but for the termination and/or cancellation of this Contract. The County shall
not be obligated to pay Contractor any cancellation or termination fee if this Contract is
cancelled or terminated as provided herein.
Page 3
2.3. Contractor may terminate and/or cancel this Contract (or any part thereof) at anytime upon thirty days
(30) days written notice to the County.
SECTION 3. SCOPE OF CONTRACTOR'S SERVICES
3.1 SERVICES
3.1.1 Contractor will provide to the County some, or all, of the services as set forth in Exhibit I
attached to this Agreement, as may be amended or changed as set forth herein.
3.2 CONTRACTOR PERSONNEL
3.2.1. The Contractor will coordinate daily work activities associated with the Scope of Work with
the County's Contract Administrator.
3.3 EXPENSES
3.3,1 It is understood by the County that the Contractor's rate does not include any out-of-pocket
expenses incurred by Contractor including, but not limited to, telephone and facsimile
charges, postage, copy charges and travel expenses incurred, if necessary, which will be
invoiced in addition to the time expended provided that the Contractor secures the County
Contract Administrator's prior written approval of such reimbursable expenses. Reimbursable
expenses may include professional liability and other required insurance, telephone and
facsimile charges, postage, copy charges and travel expenses. Once approved, the Contractor
shall identify each month a statement of reimbursable expenses for the preceding month. The
Contractor expressly waives any right to payment for any reimbursable expenses if the County
does not secure the County Contract Administrator's prior written approval of such
reimbursable expenses. As part of this Contract, the County may require Contractor to use
County-owned equipment and facilities in lieu of contractor incurring expenses.
SECTION 4. COUNTY PAYMENT OBLIGATIONS FOR CONTRACTOR'S SERVICES
4.1 Contractor fees will be calculated on the basis of time expended on Services set forth in Exhibit I at an
hourly rate of $70.00. Contractor will record his time on a daily basis and should reflect actual time
expended. It is understood that Contractor will bill in minimum increments of 0.10-hour increments.
4.2 In no event shall the County's amount due and owing the Contractor for any and all services rendered
exceed the amount identified as the "NOT TO EXCEED AMOUNT" on the first page of this
Contract. The Contractor shall be obligated to suspend services under this Contract in the event the
Contractor can reasonably foresee the total billings for its services will exceed this NOT TO EXCEED
AMOUNT. The Contractor shall provide the County with written notice of this contingency at least
15 Days before this event.
4.3 On or before the 15th of each month during the term of this Contract, the Contractor shall submit to
the Contract Administrator an invoice for payment for the work performed during the preceding
calendar month. The County shall have no obligation to make payment until a proper invoice of
service is submitted. The County reserves the right to make partial payments on account of the
amount due the Contractor as the work progresses.
Page 4
4.4 Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct,
indirect, special, incidental or consequential damages incurred or suffered by Contractor in connection
with or resulting from the Contractor's providing any services under this Contract.
4.5 The County has the right to offset any amounts due and owing to the Contractor should the County
incur any cost associated with this Contract that are the obligations of Contractor under this Contract.
4.6 Unless expressly provided herein, this Contract does not authorize or require any IN-KIND services be
provided by the County or any County Agent for the Contractor.
SECTION 5. CONTRACTOR'S ASSURANCES AND WARRANTIES;
CONFIDENTIALITY.
5.1. Genera) Warranty The Contractor acknowledges that the County is relying on the Contractor's
professional skill and judgment to provide the services set forth in this Agreement, and the Contractor
warrants that the services provided pursuant to this Agreement will be fit for the County's intended
purposes.
5.2. Business and Professional Licenses. The Contractor will obtain and maintain at all times during the
term of this Contract all applicable business and professional licenses necessary to provide the
contracted services.
5.3. Equipment and Supplies. The Contractor is responsible for providing equipment and supplies not
expressly required to be provided by the County herein. Except as expressly provided herein, the
County shall not be liable for any expenses incurred by the Contractor in performing services for the
County.
5.4. Taxes. The Contractor pays, and will continue to pay, its own local, state and federal taxes, including
without limitation, social security taxes, and unemployment compensation taxes, and will file its own
annual and/or quarterly tax returns with the proper federal, state and local authorities. Unless
expressly agreed to otherwise in this Contract, the County shall not be liable to or required to
reimburse the Contractor for any federal, state and local taxes or fees of any kind.
5.5. Contractor's Incidental Expenses. Except as expressly provided in this Contract, the Contractor shall
be solely responsible and liable for all costs and expenses incident to the performance of all services
for the County including, but not limited to, any professional dues, association fees, license fees, fines,
taxes, and penalties.
SECTION 6. CONTRACTOR PROVIDED INDEMNIFICATION AND INSURANCE
6.1. Indemnification
6.1.1 Contractor shall indemnify and hold the County harmless from any and all Claims which are
incurred by or asserted against the County by any person or entity, alleged to have been
caused or found to arise, from the acts, performances, errors, or omissions of Contractor and
all Claims relating to injury or death of any person or damage to any property.
Page 5
6.1.2 The indemnification rights contained in this Contract are in excess and over and above any
valid and collectible insurance rights/policies.
6.1.3 Contractor shall have no rights against the County for any indemnification (e.g., contractual,
equitable, or by implication), contribution, subrogation, and/or any other right to be
reimbursed by the County except as expressly provided herein.
6.1.4 Contractor waives and releases all actions, liabilities, loss and damage including any
subrogated rights it may have against the County based upon any Claim brought against the
County suffered by a Contractor Employee.
6.2. Contractor Provided Insurance.
6.2.1 At all times during this Contract, Contractor shall obtain and maintain insurance according
to the specifications indicated in Exhibit 11.
SECTION 7. GENERAL TERMS AND CONDITIONS.
7.1 Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other
remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to
determine which remedies are to be exercised and in which order.
7.2 Survival of Terms and Conditions. The following terms and conditions shall survive and continue in
full force beyond the termination and/or cancellation of this Contract (or any part thereof) until the
terms and conditions are fully satisfied or expire by their very nature:
"CONTRACTOR'S ASSURANCES AND WARRANTIES";
"CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION";
"Damage Clean Up To County Property and/or Premises";
"Audit";
"Severability";
"Governing Law/Consent to Jurisdiction and Venue"; and
"Survival of Terms and Conditions".
7.3 County Right to Suspend Services. Upon written notice, the County may suspend perfoiniance of this
Contract if Contractor has failed to comply with Federal, State, or Local laws, or any requirements
contained in this Contract. The right to suspend services is in addition to the County's right to
terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to
Contractor if the County suspends services under this Section.
7.4 No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Contract does not
and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be
Page 6
indemnified, right to be subrogated to the Parties' rights in this Contract, and/or any other right, in
favor of any other person or entity.
7.5 Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes,
ordinances, regulations, insurance policy requirements, and requirements applicable to its activities
under this Contract.
7.6 Permits and Licenses. Contractor shall be responsible for obtaining and maintaining throughout the
term of this Contract all licenses, permits, certificates, and governmental authorizations necessary to
perfoi ni all of its obligations under this Contract and to conduct business under this Contract. Upon
request by the County, Contractor shall furnish copies of any permit, license, certificate or
governmental authorizations necessary to provide services under this Contract.
7.7 Discrimination. Contractor agrees not to discriminate against any employee or applicant for
employment because of sex, race, religion, color, national origin, or handicap in accordance with rules
and regulations promulgated by Federal (Compliance Responsibility for Equal Employment
Opportunity -- Chapter 60, 60-1, 4, No. 1-7) and State (Standards and Procedures for Executive
Directive 1975-6, Section II-C, IV-C, and V-A&B) agencies and related Federal and State laws and
regulations.
7.8 Contractor shall promptly notify the County of any complaint or charge filed and/or determination by
any Court or administrative agency of illegal discrimination by Contractor.
7.9 The County, in its discretion, may consider any illegal discrimination described above as a breach of
this Contract and may terminate or cancel this Contract immediately with written notice,
7.10 Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or
contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or
immunity of the County.
7.11 Force Majeure. Notwithstanding any other term or provision of this Contract, neither Party shall be
liable to the other for any failure of performance hereunder if such failure is due to any cause beyond
the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the
effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion,
vandalism, any law, order, regulation, direction, action, or request of the United States government or
of any other government (including state and local governments or of any department, agency,
commission, court, bureau, corporation, or other instrumentality of any one or more of said
governments), national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, or
other labor difficulties. Reasonable notice shall be given to the affected Party of any such event. The
Contractor is expected, through insurance or alternative temporary or emergency service arrangements,
to continue its obligations under this contract in the event of a reasonably anticipated, insurable
business risk such as business interruption and/or any insurable casualty or loss.
7.12 Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCI.. 15.321, et seq.),
no contracts shall be entered into between the County, including all agencies and depai unents thereof,
and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall identify
any Contractor Employee or relative of Contractor's Employees who are presently employed by the
County. Contractor shall give the County notice if there are any County Agents or relatives of County
Agents who are presently employed by Contractor.
Page 7
7.13 Dispute Resolution. All disputes arising under or relating to the execution, interpretation,
performance, or nonperformance of this Contract involving or affecting the Parties may first be
submitted to the respective Project Managers for possible resolution. The Project Managers may
promptly meet and confer in an effort to resolve such dispute. If the Project Managers cannot resolve
the dispute in five (5) business days, the dispute may be submitted to the signatories of this Contract or
their successors in office. The signatories of this Agreement may meet promptly and confer in an
effort to resolve such dispute.
7.14 Access and Records. Contractor will maintain accurate books and records in connection with the
services provided under this Contract for 36 months after end of this Contract, and provide the County
with reasonable access to such book and records.
7.15 Audit. Contractor shall allow the County's Auditing Division, or an independent auditor hired by the
County, to perform finance compliance audits with the authority to access all pertinent records and
interview any Contractor Employee throughout the term of this Contract, but no more frequently than
once annually, and for a period of three years after final payment. Before such audit, the County shall
give Contractor reasonable advance written notice of the intended audit.
7.16 Contractor shall explain any audit finding, questionable costs, or other Contract compliance
deficiencies to the County within forty-five (45) days of receiving the final audit report. Contractor's
response shall include all necessary documents and information that refute the final audit report.
Failure by Contractor to respond in writing within 45 days shall be deemed acceptance of the final
audit report.
7.17 Within 45 days of Contractor's written response, the County shall notify Contractor in writing of its
final determination and position. If the County concludes that Contractor owes any money to the
County, the County will notify Contractor of the payment due under the Contract. If Contractor agrees
with the County's audit findings, Contractor shall pay the County an amount, which the audit found,
should have been paid to the County under this Contract. Contractor's payment to County must be
made within sixty (60) days of written notice by the County that the money should have been paid to
County under the Contract. In the event, Contractor disputes the County's audit findings, Contractor
may hire an independent auditor to confirm the County's findings. Contractor shall pay the County
any amounts that the Contractor audit found should have been paid to the County under this Contract.
Contractor's payment to County shall be made within thirty (30) days of completion of the Contractor
audit.
7.18 Non Exclusive Contract. No provision in this Contract limits, or is intended to limit, in any way the
Contractor's right to offer and provide its services to the general public or other business entities,
municipalities or governmental agencies, during or after the term of this Contract. Similarly, this
Contract is a non-exclusive agreement, and the County may freely engage other persons to perform the
same work that the Contractor performs. This Contract shall not be construed to guarantee the
Contractor or any Contractor Employee any number of fixed or certain number or quantity of hours or
services to be rendered to the County.
7 . 1 9 No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce
any right or remedy under this Contract shall constitute a waiver of those rights with regard to any
existing or subsequent breach of this Contract. No waiver of any term, condition, or provision of this
Contract, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as
a continuing waiver of any term, condition, or provision of this Contract. No waiver by either Party
shall subsequently affect its right to require strict performance of this Contract.
Page 8
7.20 Reservation of Rights. The County reserves to itself any and all rights and obligations relating to
its existence and operation as a constitutional corporation as provided for by law, and this
Agreement does not, and is not intended to, diminish, delegate, divest, impair, or contravene any
constitutional statutory, and/or other legal right, privilege, power, obligation, duty, capacity,
immunity, or character of office of the County. In addition to the Contractor services rendered
pursuant to this Agreement, the County, in its sole judgment and discretion and subject to its
fiscal and staffing constraints, reserves the right to supplement any Contractor services, as solely
deemed appropriate by the County. Contractor agrees to cooperate in all regards with the County
or any County Agents, including any other possible County Contractors, in the provision of any
such County authorized supplemental service or efforts.
7.21 Severability. If a court of competent jurisdiction finds a telly, condition, or provision of this Contract
to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this
Contract. All other terms, conditions, and provisions of this Contract shall remain in full force and
effect. Notwithstanding the above, if Contractor's promise to indemnify or hold the County harmless
is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law
toward the payment and satisfaction of any Claims against the County.
7.22 Captions. The section and subsection numbers, captions, and any index to such sections and
subsections contained in this Contract are intended for the convenience of the reader and are not
intended to have any substantive meaning and shall not be interpreted to limit or modify any
substantive provisions of this contract. Any use of the singular or plural number, any reference tp the
male, female, or neuter genders, and any possessive or nonpossessive use in this contract shall be
deemed the appropriate plurality, gender or possession as the context requires.
7.23 Notices. Notices given under this Contract shall be in writing and shall either be personally delivered,
sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed
to the person listed below. Notice will be deemed given when one of the following occur: (1) the date
of actual receipt; (2) the next business day when notice is sent express delivery service or personal
delivery; or (3) three days after mailing first class or certified U.S. mail.
7.24 If notice is sent to the Contractor, it shall be addressed to:
Ben Lewis
2822 Allison Lane
Highland, Michigan 48357
7.25 If notice is sent the County, it shall be addressed to:
Steven Korth, P.E.
Deputy and Manager, Administration
OAKLAND COUNTY WATER RESOURCES COMMISSIONER
1 Public Works Drive, Bldg 95-West
Waterford, MI 48328
(248) 858-0958
7.26 Either Party may change the address or individual to which notice is sent by notifying the other party
in writing of the change.
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7.27 Contract Modifications or Amendments. Any modifications, amendments, recessions, waivers, or
releases to this Contract must be in writing and agreed to by both Parties. Unless otherwise agreed,
the modification, amendment, recession, waiver, or release shall be signed by an expressly authorized
Contractor Employee and by the same person who signed the Contract for the County or other County
Agent as authorized by the Oakland County Board of Commissioners.
7.28 Precedence of Documents. In the event of a conflict between the terms and conditions in any of the
documents comprising this Contract, the conflict shall be resolved as follows:
The terms and conditions contained in this main Contract document shall prevail and take precedence
over any allegedly conflicting provisions in all other Exhibits or documents.
7.29 Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and
enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any
action brought to enforce, interpret, or decide any Claim arising under or related to this Contract shall
be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the
State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern
Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law
or court rule, venue, is proper in the courts set forth above. The choice of forum set forth above shall
not be deemed to preclude the enforcement of any judgement obtained in such forum or taking action
under this Contract to enforce such judgement in any appropriate jurisdiction.
7.30 Entire Contract. This Contract represents the entire Contract and understanding between the Parties.
This Contract supercedes all other prior oral or written understandings, communications, agreements
or Contracts between the Parties. The language of this Contract shall be construed as a whole
according to its fair meaning, and not construed strictly for or against any Party.
The undersigned executes this Contract on behalf of Contractor and the County, and by doing so legally
obligates and binds Contractor and the County to the terms and conditions of this Contract.
FOR THE CONTRACTOR
DATE:
Ben Lewis, RE.
Ben Lewis appeared in person before me this day and executed this Contract on behalf of Contractor and
acknowledged to me under oath that Ben Lewis has taken all actions and secured any and all necessary approvals and
authorizations and has the requisite authority from Contractor to fully and completely obligate and bind Contractor to the
ten-us and conditions of this Contract and any and all other documents incorporated by reference and also acknowledged
to me under oath having been provided with copies and having read and reviewed all Contract documents including all
documents incorporated by reference.
Subscribed and sworn to before me on this
Notary Public
, County, Michigan
My Commission Expires:
day of , 2012.
Page 10
FOR THE COUNTY:
BY: DATE:
John P. McCulloch
Oakland County Water Resources Commissioner
County Contract Administrator
DATE:
Steven A. Korth, P.E.
Page 11
Exhibit I
Scope of Services
Water Resources Commissioner
Professional Engineer
Summary of Proposed Work
The services provided will involve major maintenance and capital improvement project
planning for the various sewage disposal and water distribution systems operated and
maintained by the Water Resources Commissioner.
Tasks
) Review, evaluate and develop long range major maintenance plans and annual
major maintenance programs for community water systems, community sewage
disposal systems, interceptor sewage disposal systems and drainage districts. In
addition, long range capitol improvement plans and annual capital improvement
programs will be developed for these systems.
2) Develop major maintenance and capital improvement reserve rate
recommendations for water systems, sewer systems and drainage districts
associated with these plans.
3) Prepare major maintenance and capital improvement program annual reports,
exhibits and presentations for internal and external use.
4) Provide recommendations to improve water system major maintenance programs,
including gate valve, hydrant, well, pump, motor and other programs.
Recommendations will include maintenance frequencies, cost projections and
budget recommendations for water systems major maintenance long-range plans.
5) Identify, evaluate and recommend asset management "off the shelf" and
customized software to enhance existing water systems and sewer systems capital
improvement programs, considering probability and consequence of failure.
Assist with the integration of the selected software with existing systems such as
Collaborative Asset Management System (CAMS), Supervisory Control and Data
Acquisition (SCADA), and data application programs.
6) Provide recommendations to improve sewer system and drain major maintenance
programs, including closed circuit television (CCTV), cleaning, manhole
inspection and major maintenance repairs. Recommendations will include
maintenance frequencies, cost projections and budget recommendations for sewer
systems and drain major maintenance long-range plans.
7) Provides recommendations to improve sewer system and drain capital
improvement programs, including gravity main lining and replacement, manhole
lining, pump station improvements and SCADA improvements.
Recommendations will include capital improvement priorities, cost projections
and budget recommendations for sewer systems and drain capital improvement
long-range plans.
8) Develop annual budgets for major maintenance and capital improvement long-
range plans.
9) Provide recommendations for sewage disposal system closed circuit television
inspection priority repairs and integrate into major maintenance and capital
improvement long-range plans and budgets.
10) Prepare requests for proposals and evaluate responses for engineering and
maintenance contracts for water, sewer, pump maintenance and systems control.
EXHIBIT II
CONTRACTOR INSURANCE REQUIREMENTS
The Contractor will provide and maintain insurance as set forth in this exhibit so as to protect the County from claims
which mav arise out of the work performed under this contract. The Contractor shall purchase and maintain, at a
minimum, the insurance requirements contained in this exhibit.
Throughout the term of this Contract, the Contractor will maintain, at its sole cost and expense, utilizing only those
insurance companies authorized to do business in the State of Michigan, the following insurance requirements:
1. At all times during this Contract, including renewals or extensions, Contractor shall obtain and
maintain insurance according to the following specifications:
a. Commercial General Liability - with the following as minimum requirements:
$1,000,000 — Each Occurrence (Total Limit)
Occurrence Form Policy
Broad Form Property Damage
Premises/Operations
Independent Contractors
Products and Completed Operations
(Blanket) Broad Form Contractual
Personal Injury - Delete Contractual Exclusion
Additional Insured: The County of Oakland and County Agents (as defined in this
Contract);
b. Workers' Compensation - as required by law and $500,000 Employer's Liability, unless the
Contractor is a sole proprietorship and does not have any employees. It is understood that in no event
shall the Contractor be entitled to or make a claim against the County for workers' compensation.
c. Automobile Liability and Property Damage - $1,000,000 each occurrence, including
coverage for all owned, hired and non-owned vehicles including No Fault coverage as
required by law;
d. Professional Liability/Errors & Omissions Insurance (as applicable) - with minimum limits'
of $1,000,000 per claim and $1,000,000 dollars aggregate.
General Certificates of Insurance:
a. All Certificates of Insurance shall contain evidence of the following conditions and/or clauses and shall be sent
to: Joseph W. Colaianne, Insurance Administrator, Water Resources Commissioner, One Public Works Drive,
Bldg. 95-West, Waterford, MI 48328 (248) 452-2027.
b. The County of Oakland and County Agents (as defined in this Contract) shall be named as "General Liability"
Additional Insured with respect to work performed by the Contractor. In addition City of Detroit, Detroit Water
and Sewerage Department (DWSD) shall also be named as an additional insured.
c. All Certificates are to provide 30 days written notice of material change, cancellation, or non-renewal.
Certificates of Insurance or insurance binders must be provided no less than ten (10) working days before
commencement of work to the: Joseph W. Colaianne, Insurance Administrator, Water Resources
Commissioner, One Public Works Drive, Bldg. 95-West, Waterford, MI 48328 (248) 452-2027. Insurance
carriers are subject to the approval of Oakland County.
Resolution #12062 March 22, 2012
The Chairperson referred the resolution to the Finance Committee. There were no objections.
Resolution #12062 April 18, 2012
The Chairperson referred the resolution to the Human Resources Committee. There were no objections.
FISCAL NOTE (ALSG. #I2062) April 18, 2012
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: WATER RESOURCES COMMISSIONER - REQUEST FOR APPROVAL OF
PROFESSIONAL SERVICES CONTRACT WITH BEN LEWIS, P.E., FORMER COUNTY
EMPLOYEE
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has
reviewed the above referenced resolution and finds:
1. This resolution requests the Board of Commissioners to
approve a request from the Water Resources Commissioner to
enter into a professional services contract with former
Oakland County employee Ben Lewis.
2. Miscellaneous Resolution #93300 requires the Board of
Commissioners to approve request for professional services
contracts with former Oakland County employees.
3. Ben Lewis will provide professional engineering services
related to reviewing and developing enhancements for major
maintenance and capital improvements of water systems,
sewage systems and drainage districts.
4. The contract is not to exceed $294,500.
5. The full term of the contract period is from April 2012
through April 2014,
6. The contract will be paid for through system reserves.
7. The following budget amendment is recommended for fiscal
years 2012/2013/2014.
Revenues FY 2012 FY2013 FY 2014
57010-6010101-149030-665882 Planned Use of Balance ($ 21,204) ($ 42,408) ($ 24,738)
58410-6010101-149030-665882 Planned Use of Balance ($ 14,843) ($ 29,686) ($ 17,317)
58530-6010101-149030-665882 Planned Use of Balance ($ 19,084) ($ 38,167) ($ 22,264)
58600-6010101-149030-665882 Planned Use of Balance ($ 12,722) ($ 25,445) ($ 14,843)
58700-6010101-149030-665882 Planned Use of Balance ($ 2,827) ($ 5,654) ($ 3,298)
Total ($ 70,680) ($141,360) ($ 82,460)
Expenses
57010-6010101-149030-731458 Professional Services $ 21,204 $ 42,408 $ 24,738
5 A 4 10-6010101-149n -40 -7q1458 Professional Services $ 14,84 $ 29,686 $ 17,'117
58530-6010101-149030-731458 Professional Services $ 19,084 $ 38,167 $ 22,264
58600-6010101-149030-731458 Professional Services $ 12,722 $ 25,445 $ 14,843
58700-6010101-149030-731458 Professional Services $ 2,827 $ 5,654 $ 3,298
Total $ 70,680 $141,360 $ 82,460
FINANCE COMMITTEE
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Crawford and Quarles
absent.
"4—ast
Resolution #12062 May 2, 2012
Moved by Potts supported by Middleton the resolution (with fiscal note attached) be adopted.
Moved by Potts supported by Middleton the Human Resources Committee Reports be accepted.
A sufficient majority having voted in favor, the reports were accepted.
Vote on resolution:
AYES: Gershenson, Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray,
Middleton, Nash, Nuccio, Potts, Quarles, River, Runestad, Scott, Taub, Weipert, Woodward, Zack,
Bosnic, Covey, Dwyer. (24)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution (with fiscal note attached) was adopted.
I HEREBY APPROVE THE FOREGOING RESOLUTION
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., 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 May 2,
2012, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 2nd day of May, 2012.
gQLJ 094,
Bill Bullard Jr., Oakland County