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HomeMy WebLinkAboutResolutions - 2017.11.09 - 23178MISCELLANEOUS RESOLUTION 17305 October 26, 2017 BY: Commissioner Philip J. Weipert, Chairperson, Planning and Building Committee IN RE: WATER RESOURCES COMMISSIONER - WATER AND SEWER SYSTEM OPERATIONS AND MAINTENANCE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF ROYAL OAK To the Oakland County Board of Commissioners: Chairperson, Ladies and Gentlemen: WHEREAS the Charter Township of Royal Oak desires to engage the County of Oakland to operate and maintain its water and sewer system; and WHEREAS pursuant to resolutions adopted by their respective legislative bodies, the parties each have been authorized to execute an agreement for services according to the terms and conditions of the attached Agreements; and WHEREAS the purpose of the Agreements is to authorize the County to operate and maintain the water system and the sewer system on behalf of the Township on a non-profit basis and in accordance with the services detailed in the Agreements; and WHEREAS the services to be provided by the County to the Township shall be performed by personnel of the Oakland County Water Resources Commissioner's office and/or contractors on its behalf; and WHEREAS the County's costs and overhead incurred for the services shall be compensated from the revenue from the system; and WHEREAS in the event that the costs and overhead exceed the revenue in any one year, then any deficiency may be recovered by adjusting the rates and charges to customers of the system. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves the request to enter into an agreement between the County and the Charter Township of Royal Oak for the purpose of operation and maintenance of the township's water and sewer systems. BE IT FURTHER RESOLVED that the Agreements shall be effective for an initial term of ten (10) years from the effective date and shall be automatically extended for an additional ten (10) years unless terminated according to the terms of the Agreement. Chairperson, I move the adoption of the foregoing resolution,,n pg tn m issioner PiiIip J, Weipert, District #8 Chairperson, Planning and Building Committee PLANNING AND BUILDING COMMITTEE Motion carried unanimously on a roll call vote. CHARTER TOWNSHIP OF ROYAL OAK SEWER SYSTEM OPERATION AND MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into as of the day of 2017, by and between the COUNTY OF OAKLAND, a Michigan constitutional corporation ("County"), whose address is 1200 N. Telegraph, Pontiac, Michigan, 48341 and the CHARTER TOWNSHIP OF ROYAL OAK, a Michigan municipal corporation, whose address is 21131 Gardenlane, 2nd Floor, Grant School, Ferndale, Michigan 48220 ("Township"). In this Agreement, either the County and/or the Township may also be referred to individually as a "Party" or jointly as "Parties," RECITALS: WHEREAS, the Township owns a sewer system that is further described in Exhibit A, which is known as the Township of Royal Oak Sewer System, and as it may be expanded or altered from time to time (the "System"); and, WHEREAS, the Township desires to engage the County to operate and maintain the System on behalf of the Township on a non-profit basis and in accordance with the terms and conditions set forth for in this Agreement; and, WHEREAS, the County, by and through the Office of the Oakland County Water Resources Commissioner ("WRC"), has qualified personnel capable of providing sewer operations and maintenance services; and, WHEREAS, the Michigan Constitution of 1963, Article 7, § 28, and the Urban Cooperation Act of 1967, being MCL 124.501, et. seq. (the "Act 7"), authorizes a political subdivision to exercise jointly with any other political subdivision any power, privilege or authority which such political subdivisions share in common with which each might exercise separately; and, WHEREAS, pursuant to resolutions adopted by their respective legislative bodies, the Parties each have been authorized to execute this Agreement for the Services according to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Township mutually agree as follows: Article I. Statement of Authority and Purpose. 1.1 Authority. Pursuant to Act 7 of 1967, and any other applicable laws of the State of Michigan, the County and the Township enter into this Agreement to establish terms and conditions for the operation and maintenance of the System. Each Party agrees to take all actions reasonably necessary to effectuate the objectives set forth in this Agreement. 1.2 Purpose. The purpose of this Agreement is to authorize the County to operate and maintain the System on behalf of the Township on a non-profit basis and in accordance with the Services detailed in Exhibit B attached hereto. In exchange for the Services, the County shall be reimbursed for its Costs and Overhead from the Revenue collected and deposited in the System Enterprise Fund maintained by the County on behalf of and for the benefit of the Township. Article II. Definitions. In addition to the above defined terms (i.e. "County", "Township", "WRC", "Party" and "Parties") and any terms defined in other sections of this Agreement (e.g., "Services"), the Parties agree that the following words and expressions, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined and interpreted as follows: 2.1 "Agreement" shall mean each of the various provisions and parts of this document, including all attached Exhibits and any amendments thereto, as may be executed and approved by the Parties, 2,2 "Cost(s)" shall be defined as the labor, including statutory and customary fringe benefits, overtime, material and supplies, power and utility services, vehicle/equipment rental and subcontractor services devoted to the Services as defined in this Agreement. 2.3 "Contractor" shall be defined as an independent contractor engaged by the County to perform the Services and responsibilities necessary to carry out the objectives under this Agreement. 2.4 "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors (whether such persons 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, excluding the Township and/or any Township Agents, as defined herein. 2 2.5 "VVRC Personnel" as used in this Agreement shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and assigned by the County to work in the Office of the Oakland County Water Resources Commissioner as shown in the County budget and/or personnel records of the County. 2.6 "Township Agent" or "Township Agents", shall be defined to include any and all Township officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, consultants, and/or any such persons' successors or predecessors (whether such persons 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, excluding the County and/or any County Agents, as defined herein. 2.7 "Claim(s)" shall be defined to include any and all alleged claims, complaints, demands for relief or damages, lawsuits, and causes of action, whether in law or equity, tort, contract, or otherwise, by third parties, arising out of the ownership, operation, maintenance of the System, but does not include claims between the Parties. 2.8 "Overhead" shall be defined to include the following: all allocation of the labor cost, including statutory and customary fringe benefits, of personnel responsible for administering this Agreement or supervising the work performed in connection with this Agreement; an allocation of expenses of the VVRC; and an allocation of indirect costs of Oakland County charged to the WRC for support services, such as (but not limited to) legal, personnel, accounting, computer support, and insurance/risk management. The Overhead expense allocations and methodology are set forth in Exhibit C. The County shall give no more favorable Overhead expense allocations to any other community. 2.9 "Rates and Charges" shall be defined as the charges and other fees, such as late fees, connection charges, capital charges, meter charges, assessed against and paid by the users of the System for the services provided by the Township, including without limitation the Services provided pursuant to this Agreement, as periodically established by ordinance and/or resolution of the Township. 2.10 "Revenue" shall be defined as the funds derived from the Rates and Charges assessed against and paid by customers or users of the System, and other sources of revenue, such as grants. 2.11 "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government. 2,12 "System Enterprise Fund" shall be defined as the account for the System established and maintained by the County on behalf of the Township. Article Ill. County Responsibilities; WRC Operation and Maintenance Services. 3.1 Services. The County agrees to perform the operation and maintenance services for the System (all of the following being referred to in this Agreement as the "WRC Services" or "Services") as set forth in Exhibit B attached to this Agreement. 3 (a) The Services to be provided by the County to the Township under this Agreement shall be performed by the County's "WRC Personnel" and/or Contractor. The County will maintain and designate a sufficient number of County Agents and WRC Personnel, having sufficient qualifications, in order to carry out and provide the Services under and in accordance with this Agreement. However, the County will give due consideration to any input received from the Township concerning the number and charges of Contractors and VVRC Personnel assigned to provide Services for the System. (b) The County shall be responsible for furnishing all WRC Personnel and Contractors with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all WRC Personnel in the performance of any and all Services under this Agreement. The County shall remain the sole and exclusive employer of all County Agents and WRC Personnel. (C) This Agreement is neither intended, nor shall it be interpreted, to create, change, or otherwise affect or control, in any manner any employment right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or WRC Personnel. Except as expressly provided for under the terms of this Agreement and/or laws of this State, no County Agent or WRC Personnel, while such person is currently and/or actively employed by the County shall be employed or utilized to perform any other services by or for the Township during the term of this Agreement. This section shall not prohibit the Township from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 3.2 System Capital Replacement Expenditures. The County shall not expend funds from the System Enterprise Fund for capital replacement or improvement projects without prior written approval from the Township. 3.3 Establish Reserves. The County may establish a reserve for system emergencies, system replacement, or other purposes with the consent of the Township. 3,4 Independent Contractor. At all times and for all purposes under the terms of this Agreement, the County and/or any and all County Agents' legal status and relationship to the Township shall be that of an Independent Contractor. 3.5 Permit Assistance. The County will assist the Township in the procurement of all permits, guarantees, warranties, easements, licenses, and other similar approvals and consents necessary to operate and maintain the System received by or granted to the Township as the owner of the System. 3.6 Reoulatory Compliance. The County will supervise all regulatory compliance and financial transactions, except for the enforcement of the Township's ordinances or regulations. 3.7 Disbursing Funds. Upon request from the Township for the dispersal of funds from the System Enterprise Fund, the County shall promptly disburse funds to the Township in the amount and manner requested, provided that the balance remaining in the System Enterprise Fund is adequate for the operation and maintenance of the System. 4 Article IV. Township's Responsibilities. 4.1 Ordinance — Rates and Charges, The Township has adopted or shall hereafter adopt one or more ordinances or resolutions as are necessary under the terms of the Agreement, which provides the Rates and Charges sufficient to provide the Revenue necessary to reimburse the County for its Costs and Overhead related to the Services provided by the Agreement; and provide for the billing and collection of the Rates and Charges pertaining to the System. 4.2 Ordinance — Enforcement. The Township is responsible for enforcement of the Township's ordinances and regulations. The Township has adopted or shall hereafter adopt one or more ordinances regulating or prohibiting the discharge of fats, oils and grease, or industrial waste to the System, Including those pertaining to user pretreatment standards; and, the billing and collection of Costs related thereto. 4.3 Capital Replacement of System. The Township shall be responsible for expenditures for all capital replacement of System components. 4.4 Testing and Sampling Fees . Consultant Fees. The Township agrees that the term Costs includes, but not limited to, fees for testing, sampling, engineering services or studies, master planning, capital improvements, as well as all of the costs related to procurement of the same, are a Cost which may be accounted for in the Rates and Charges, 4.5 Permits — Township. The Township will be responsible for procuring, and in accordance with their respective terms, all permits, guarantees, warranties, easements, licenses, and other similar approvals and consents necessary to operate and maintain the System received by or granted to the Township as the owner of the System. 4.6 Township — Insurance. (a) It shall be the responsibility of the Township to determine and obtain real and personal property insurance with limits that the Township in its discretion, deems necessary and appropriate for the System and components of the System. (b) It shall be the responsibility of the Township to determine and obtain General Liability Insurance or self-insurance to protect the liabilities and exposures set forth in Article VI. 4.7 Property Access. Township will be responsible for and will secure the right of access necessary for WRC Personnel or Contractors to perform the Services under this Agreement. The Township will be responsible for all costs or Claims associated with securing rights of access. 4.8 Compliance with State and Federal Law and Regulations. The Township will be and remain responsible for Costs associated with compliance with all federal, State, and local laws, ordinances, regulations, and requirements in any manner affecting any work 5 or performance of this Agreement or with any Township duty or obligation under any applicable State or federal laws and/or regulations. 4.9 System Ownershio. Notwithstanding any other term or condition in this Agreement, no provision in this Agreement is intended, nor shall it be construed, as constituting a divestiture or forfeiture of the Township's absolute ownership of and authority over the System. Article V. Compensation for Services. 5.1 Comvensation from System Revenue. The County's Costs and Overhead incurred for the Services shall be compensated from the Revenue from the System. In the event that the Costs and Overhead exceed the Revenue in any one year, then any deficiency may be recovered by adjusting the Rates and Charges charged to customers of the System or from the general fund of the Township. In the event that annual Costs and Overhead are less than the annual Revenue, then upon the sole discretion and direction of the Township, future rates to the customers may be adjusted to balance the account. 5,2 County Services Performed Non-Profit Basis. The Township acknowledges and agrees that the County will assist the Township in the operations and maintenance of the System on a non-profit basis for the benefit of the users of the system and therefore the County is without funds to finance, operate and maintain the System except for the Revenue derived from the System users. THEREFORE, IT IS UNDERSTOOD AND AGREED THAT IN NO EVENT SHALL THE COUNTY OR ITS GENERAL FUND BE CHARGED WITH OR LIABLE FOR THE COST OF OPERATING, MAINTAINING, REPAIRING, REPLACING, OR ADMINISTERING THE SYSTEM. All Costs and Overhead associated with the Services under this Agreement will be the responsibility of the Township. 5.3 Tax Delinquent Revolving Fund. The Township understands and agrees that if there is any amount due and owing to the County under this Agreement, which has not been reimbursed from the System Enterprise Fund (due to the insufficiency of funds), then at the time the County distributes funds to the Township from the Delinquent Tax Revolving Fund (DTRF), the County shall be entitled to reduce, set-off, and permanently retain any amount due to the Township from Delinquent Tax Revolving Fund (DTRF) by any such amount then still due and owing the County pursuant to this Agreement. Article VI. Standard of Care; Warranty Waiver; Consequential Damages; Liability; and PA 222 Liability. 6.1 Standard of Care: Waiver of Warranty and Consequential Damages. The County will perform the Services under this Agreement in accordance with the standard of care and diligence normally provided by other professional firms providing similar Services. However, the County makes no warranty, express or implied, with respect to any Services provided. SPECIFICALLY, NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY IS MADE OR TO BE IMPLIED BY THE COUNTY WITH RESPECT TO SERVICES PROVIDED UNDER THIS AGREEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED IN • THIS AGREEMENT, IN NO EVENT SHALL THE COUNTY OR COUNTY GENERAL FUND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER UNDER AGREEMENT, TORT OR 6 OTHERWISE. This provision is not for the benefit of any contractors which may be engaged by the County to perform Services. 6.2 Liability. The Township agrees that Claims arising out the of Services performed under this Agreement shall be considered a Cost payable from either from the System Enterprise Fund, City provided insurance or both, That is, the System shall remain liable for any and all Costs, legal obligations, and/or civil liabilities associated with the services provided under this Agreement. However, this paragraph shall not apply to lawsuits instituted by the City or County to enforce its rights under this Agreement. This Agreement 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 Parties. Nothing in this Agreement shall be construed as a waiver of the privileges and immunities as provided by law afforded to the Parties. The Parties expressly reserve all privileges and immunities as provided by law. 6.3 Claims: PA 222 Liability for Third-Party Claims Caused by Defects or Infiltration and Inflow of System' Indemnification. To the extent permitted by law, the Township agrees to pay any and all Claims, including the defense of and claims asserted against the County, for sewage disposal system events as defined in Section 16 of Act 170 or the Public Acts of 1964, as amended (by Public Act 222 of the Public Acts of 2001), MCL 691.1416, arising from operation, maintenance, design or construction defects, or from the infiltration and/or inflow of storm water to the System, 6,4 Force Majeure: System Malfunction; Misuse or Vandalism of System. The Township will be responsible for damage and liability to the System or components thereof caused by flood, fire, Acts of God or other force majeure, civil disturbance, Acts of War, terrorism or misuse of property. In addition, the Township will be responsible for all Claims, damages and liability caused by design and/or construction defects, malfunction or failure of the System or any component thereof, sewer breaks, and vandalism provided the same Is not directly caused by the acts or omissions of County Agents. 6.5 No Third Party Beneficiary. This Agreement does not create any rights or benefits to parties other than the Township and the County. Article VII. Cooperation and Communication; Dispute Resolution. 7.1 Cooperation. The County agrees to ensure that all County Agents fully cooperate with Township and Township Agents in the performance of all Services under this Agreement. The Township agrees to ensure that Township Agents cooperate with WRC Personnel in the performance of the Services under this Agreement. 7.2 Communication. There shall be an open and direct line of communication established and maintained between the Parties in order to promote the handling of both routine and emergency situations in a timely and cooperative manner according to the circumstances as they exist or become known. Each Party will designate one or more liaisons for such purposes, and will notify the other Party of such designee(s).The liaisons shall also be used for purposes of communicating and coordinating specific needs, plans, instructions, issues, concerns and other matters relating to the System or Services. 7 7.3 Dispute Resolution. The Parties agree that any and all claims alleging a breach of this Agreement or with respect to the Services provided under this Agreement, shall first be submitted to an alternative dispute resolution process. Such an alternative dispute resolution process may include, but is not limited to, facilitation, binding arbitration, or non-binding arbitration. The Parties shall agree upon the form and procedures for the agreed upon alternative dispute resolution process. If the matter is not resolved through an alternative dispute resolution process, or if the Parties cannot agree upon the form and procedures for the alternative dispute resolution process, the Parties may seek legal recourse in a court of competent jurisdiction. For claims requiring immediate relief to prevent irreparable harm, either Party may seek relief directly from a court of competent jurisdiction without submitting the matter to the alternative dispute resolution process. Article VIII. Term; and Termination. 8.1 Term. The Parties agree that the term of this Agreement shall begin on the Effective Date of this Agreement This Agreement shall be effective for an initial term of ten (10) years from the effective date, and shall be automatically extended for additional ten (10) year terms, unless terminated as provided herein, or otherwise agreed to in writing by the Parties. 8,2 Termination. Notwithstanding any other term or provision in any other section of this Agreement, either Party, upon a minimum of One Hundred and Eighty (180) calendar days written notice to the other Party, may terminate this Agreement for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 8.3 Survival of Certain Terms and Conditions Following Termination or Expiration of Agreement. The Parties agree that record-keeping and audit requirements, any payment obligations to the other Party, and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred during the term of this Agreement, shall survive the termination or expiration of this Agreement. 8A Cooperation Following Termination of Agreement. In the event the Agreement is terminated as provided herein, the Parties agree to cooperate in all respects and assist in the wind down from the County's operation and maintenance of the System. The Township will be responsible for all Costs and Overhead incurred by the County through the date of termination, including the Costs and Overhead incurred by the County during the termination notice period referenced above to wind down and end of the County's involvement in the provision of the Services. Article IX. Agreement Approval; Effective Date; and Amendments; Changes to Scope of Services. 9.1 Agreement Approval: Amendments: and Effective Date. Except as otherwise provided herein, this Agreement, and/or any subsequent amendments thereto, shall not become effective prior to the approval by resolutions of both the Township and the County. The Effective Date of this Agreement, and any amendments hereto, shall be the date as reflected in the opening paragraph of this Agreement. 8 9.2 Amendment to Scope of Services. During the term of this Agreement, the Scope of Services attached hereto as Exhibit B, may be amended by the WRC and approved by resolution of the Township during the term of this Agreement without requiring a resolution from the County Board of Commissioners. Article X. General Provisions. 10.1 Governing Law. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Agreement, the singular or plural number, possessive or non-possessive shall be deemed to include the other whenever the context so suggests or requires. 10.2 Reservation of Rights: Governmental Function. This Agreement 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 Parties. In addition, the Parties maintain that the obligations set forth in this Agreement will be in the exercise or discharge of a governmental function. 10.3 Severabilitv. If any provision of this Agreement or the application to any person or circumstance is, to any extent, judicially determined to be invalid or unenforceable, the remainder of the Agreement, or the application of the provision of persons or circumstances other than those as to which it is invalid or unenforceable, is not affected and is enforceable, provided the invalid provision does not substantially alter the Agreement or make execution impractical. 10.4 Binding Contract: Assignment and Amendments. This Agreement will be binding upon and for the benefit of the Parties hereto and their respective successors and assigns, subject to any assignment requiring the prior written consent of the non-assigning Party by an amendment to this Agreement signed by all Parties, and the assignee binding the assignee to the terms and provisions of this Agreement. 10.5 Captions. The section headings or titles and/or all section numbers contained in this Agreement are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Agreement. 10.6 Notices. Except as otherwise expressly provided for herein, any and all correspondence, invoices, end/or any other written notices required, permitted or provided for under this Agreement to be delivered to the following: COUNTY OF OAKLAND: OAKLAND COUNTY WATER RESOURCES COMMISSIONER 1 Public Works Drive Waterford, Michigan 45328 9 TOWNSHIP OF ROYAL OAK IT By:iT)1 Le n_Donna J. Squalls, Supervisor (2)/ By: z" Gwendolyn Turner, dleirk , CHARTER TOWNSHIP OF ROYAL OAK: Township Supervisor and Township Clerk 21131 Gardenlane 2" Floor Grant School Ferndale, Michigan 48220 10.7 Notice Delivery. Except with respect to notices of termination, all correspondence and written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. Notices of termination shall be personally delivered or sent by certified mail, return receipt requested, and shall be considered delivered to a party on the date of receipt as represented by the return receipt or by a proof of personal service. 10.8 Entire Agreement. This Agreement sets forth the entire agreement between the County and the Township and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Township in any way related to the subject matter hereof, except as expressly stated herein. This Agreement shall not be changed or supplemented orally and may be amended only as otherwise provided herein. 10.9 Recitals. The recitals shall be considered an integral part of the Agreement. IN WITNESS WHEREOF, this Agreement if executed by the Parties on the date hereafter set forth in the opening paragraph of this Agreement. COUNTY OF OAKLAND By: Michael J. Gingell, Chairperson Oakland County Board of Commissioners %.,...„.. ...cs 0. .. ... I. I 1:1..1. ,,,,,,/ _,.. .n`c,‘ *INS HIP 0 ,/, .....:•,s.,....*4\e,rite,.;!.. ..p'..:, . ..t. :: — .•C (, 0 c-n AL • r- :.. z ". ..--- m • E 1 0 O. • : .}-. :: ... • 1 v:: ..... V ...•-••• .... *".A, ` 'Z.. ...0. 12. ...-.1 ira• 4ND rl fS\P ‘S• it /I n . t 0% .111111110% 10 CHARTER TOWNSHIP OF ROYAL OAK WATER SYSTEM OPERATION AND MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into as of the /3 day of 2017, by and between the COUNTY OF OAKLAND, a Michigan constitutional ico(rp' cr/atlion ("County"), whose address is 1200 N. Telegraph, Pontiac, Michigan, 48341 and the CHARTER TOWNSHIP OF ROYAL OAK, a Michigan municipal corporation, whose address is 21131 Gardenlarie, 2nd Floor, Grant School, Ferndale, Michigan 48220 ("Township"). In this Agreement, either the County and/or the Township may also be referred to individually as a "Party" or jointly as "Parties." RECITALS: WHEREAS, the Township owns a water supply system, which includes water mains and related appurtenances which shall collectively be known as the Township of Royal Oak Water Supply System, as set forth in the attached Exhibit A and as it may be expanded or altered from time to time (the "System"); and, WHEREAS, the Township desires to engage the County to operate and maintain the System on behalf of the Township on a non-profit basis and in accordance with the terms and conditions set forth for in this Agreement; and, WHEREAS, the County, by and through the Office of the Oakland County Water Resources Commissioner ("WRC"), has qualified personnel capable of providing water operations and maintenance services; and, WHEREAS, the Michigan Constitution of 1963, Article 7, § 28, and the Urban Cooperation Act of 1967, being MCL 124.501, et. seq. (the "Act 7"), authorizes a political subdivision to exercise jointly with any other political subdivision any power, privilege or authority which such political subdivisions share in common with which each might exercise separately; and, 1 WHEREAS, pursuant to resolutions adopted by their respective legislative bodies, the Parties each have been authorized to execute this Agreement for the Services according to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Township mutually agree as follows: Article I. Statement of Authority and Purpose. 1.1 Authority. Pursuant to Act 7 of 1967, and any other applicable laws of the State of Michigan, the County and the Township enter into this Agreement to establish terms and conditions for the operation and maintenance of the System. Each Party agrees to take all actions reasonably necessary to effectuate the objectives set forth in this Agreement, 1,2 Purpose. The purpose of this Agreement is to authorize the County to operate and maintain the System on behalf of the Township on a non-profit basis and in accordance with the Services detailed in Exhibit B attached hereto, In exchange for the Services, the County shall be reimbursed for its Costs and Overhead from the Revenue collected and deposited in the System Enterprise Fund maintained by the County on behalf of and for the benefit of the Township. Article II. Definitions. In addition to the above defined terms (i.e. "County", "Township", "WRC", "Party" and "Parties") and any terms defined in other sections of this Agreement (e.g., "Services"), the Parties agree that the following words and expressions, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall be defined and interpreted as follows: 2.1 'Agreement" shall mean each of the various provisions and parts of this document, including all attached Exhibits and any amendments thereto, as may be executed and approved by the Parties. 2.2 "Cost(s)" shall be defined as the labor, including statutory and customary fringe benefits, overtime, material and supplies, power and utility services, vehicle/equipment rental and subcontractor services devoted to the Services as defined in this Agreement, 2.3 "Contractor" shall be defined as an independent contractor engaged by the County to perform the Services and responsibilities necessary to carry out the objectives under this Agreement. 2.4 "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, commissioners, authorities, other boards, committees, commissions, employees, managers, 2 departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors (whether such persons 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, excluding the Township and/or any Township Agents, as defined herein. 2.5 "WRC Personnel" as used in this Agreement shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and assigned by the County to work in the Office of the Oakland County Water Resources Commissioner as shown in the County budget and/or personnel records of the County. 2.6 "Township Agent" or "Township Agents", shall be defined to include any and all Township officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, consultants, and/or any such persons' successors or predecessors (whether such persons 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, excluding the County and/or any County Agents, as defined herein. 2.7 "Claim(s)" shall be defined to include any and all alleged claims, complaints, demands for relief or damages, lawsuits, and causes of action, whether in law or equity, tort, contract, or otherwise, by third parties, arising out of the ownership, operation, maintenance of the System, but does not include claims between the Parties. 2.8 "Overhead" shall be defined to include the following: all allocation of the labor cost, including statutory and customary fringe benefits, of personnel responsible for administering this Agreement or supervising the work performed in connection with this Agreement; an allocation of expenses of the WRC; and an allocation of indirect costs of Oakland County charged to the WRC for support services, such as (but not limited to) legal, personnel, accounting, computer support, and insurance/risk management. The Overhead expense allocations and methodology are set forth in Exhibit C. The County shall give no more favorable Overhead expense allocations to any other community. 2.9 "Rates and Charges" shall be defined as the charges and other fees, such as fate fees, connection charges, capital charges, meter charges, assessed against and paid by the users of the System for the services provided by the Township, including without limitation the Services provided pursuant to this Agreement, as periodically established by resolution of the Township. 2.10 "Revenue" shall be defined as the funds derived from the Rates and Charges assessed against and paid by customers or users of the System, and other sources of revenue, such as grants. 2.11 "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government. 2.12 "System Enterprise Fund" shall be defined as the account for the System established and maintained by the County on behalf of the Township. 3 Article III. County Responsibilities; WRC Operation and Maintenance Services, 3.1 Services. The County agrees to perform the operation and maintenance services for the System (all of the following being referred to in this Agreement as the "WRC Services" or "Services") as set forth in Exhibit B attached to this Agreement. (a) The Services to be provided by the County to the Township under this Agreement shall be performed by the County's "WRC Personnel" and/or Contractor. The County will maintain and designate a sufficient number of County Agents and WRC Personnel, having sufficient qualifications, in order to carry out and provide the Services under and in accordance with this Agreement. However, the County will give due consideration to any input received from the Township concerning the number and charges of Contractors and WRC Personnel assigned to provide Services for the System. (b) The County shall be responsible for furnishing all WRC Personnel and Contractors with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all WRC Personnel in the performance of any and all Services under this Agreement. The County shall remain the sole and exclusive employer of all County Agents and WRC Personnel. (c) This Agreement is neither intended, nor shall it be interpreted, to create, change, or otherwise affect or control, in any manner any employment right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or WRC Personnel. Except as expressly provided for under the terms of this Agreement and/or laws of this State, no County Agent or WRC Personnel, while such person is currently and/or actively employed by the County shall be employed or utilized to perform any other services by or for the Township during the term of this Agreement. This section shall not prohibit the Township from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 3,2 System Capital Replacement Expenditures. The County shall not expend funds from the System Enterprise Fund for capital replacement or improvement projects without prior written approval from the Township. 3.3 Establish Reserves. The County may establish a reserve for system emergencies, system replacement, or other purposes with the consent of the Township. 3.4 Independent Contractor. At all times and for all purposes under the terms of this Agreement, the County and/or any and all County Agents' legal status and relationship to the Township shall be that of an Independent Contractor. 3.5 Permit Assistance. The County will assist the Township in the procurement of all permits, guarantees, warranties, easements, licenses, and other similar approvals and consents necessary to operate and maintain the System received by or granted to the Township as the owner of the System. 4 3.6 Regulatory Compliance. The County will supervise all regulatory compliance and financial transactions, except for the enforcement of the Township's ordinances or regulations. 31 Disbursing Funds. Upon request from the Township for the dispersal of funds from the System Enterprise Fund, the County shall promptly disburse funds to the Township in the amount and manner requested, provided that the balance remaining in the System Enterprise Fund is adequate for the operation and maintenance of the System, Article IV. Township's Responsibilities. 4.1 Ordinance — Rates and Charges. The Township has adopted or shall hereafter adopt one or more ordinances or resolutions as are necessary under the terms of the Agreement, which provides the Rates and Charges sufficient to provide the Revenue necessary to reimburse the County for its Costs and Overhead related to the Services provided by the Agreement; and provide for the billing and collection of the Rates and Charges pertaining to the System. 4.2 Ordinance — Enforcement. The Township is responsible for enforcement of the Township's ordinances and regulations relating to the System. 4.3 Capital Replacement of System. The Township shall be responsible for expenditures for all capital replacement of System components. 4.4 Testing and Sampling Fees: Consultant Fees, The Township agrees that the term Costs includes, but not limited to, fees for testing, sampling, engineering services or studies, hydrological studies, master planning, capital improvements, as well as all of the costs related to procurement of the same, are a Cost which may be accounted for in the Rates and Charges. 4.5 Permits — Township. The Township will be responsible for procuring, and in accordance with their respective terms, all permits, guarantees, warranties, easements, licenses, and other similar approvals and consents necessary to operate and maintain the System received by or granted to the Township as the owner of the System. 4.6 Township — Insurance. (a) It shall be the responsibility of the Township to determine and obtain real and personal property insurance with limits that the Township in its discretion, deems necessary and appropriate for the System and components of the System. (b) It shall be the responsibility of the Township to determine and obtain General Liability Insurance or self-insurance to protect the Township's liabilities and exposures set forth in Article VI. 4.7 Property Access. The Township will be responsible for and will secure the right of access necessary for WRC Personnel or Contractors to perform the Services under this Agreement. The Township will be responsible for all costs or Claims associated with securing rights of access. 5 4,8 Compliance with State and Federal Law and Regulations. The Township will be and remain responsible for Costs associated with compliance with all federal, State, and local laws, ordinances, regulations, and requirements in any manner affecting any work or performance of this Agreement or with any Township duty or obligation under any applicable State or federal laws and/or regulations. 4.9 System Ownership, Notwithstanding any other term or condition in this Agreement, no provision in this Agreement is intended, nor shall it be construed, as constituting a divestiture or forfeiture of the Township's absolute ownership of and authority over the System. Article V. Compensation for Services. 5.1 Compensation from System Revenue, The County's Costs and Overhead incurred for the Services shall be compensated from the Revenue from the System. In the event that the Costs and Overhead exceed the Revenue in any one year, then any deficiency may be recovered by adjusting the Rates and Charges charged to customers of the System or from the general fund of the Township. In the event that annual Costs and Overhead are less than the annual Revenue, then upon the sole discretion and direction of the Township, future rates to the customers may be adjusted to balance the account. 5.2 County Services Performed Non-Profit Basis. The Township acknowledges and agrees that the County will assist the Township in the operations and maintenance of the System on a non-profit basis for the benefit of the users of the system and therefore the County is without funds to finance, operate and maintain the System except for the Revenue derived from the System users, THEREFORE, IT IS UNDERSTOOD AND AGREED THAT IN NO EVENT SHALL THE COUNTY OR ITS GENERAL FUND BE CHARGED WITH OR LIABLE FOR THE COST OF OPERATING, MAINTAINING, REPAIRING, REPLACING, OR ADMINISTERING THE SYSTEM. All Costs and Overhead associated with the Services under this Agreement will be the responsibility of the Township. 5.3 Tax Delinquent Revolving Fund. The Township understands and agrees that if there is any amount due and owing to the County under this Agreement, which has not been reimbursed from the System Enterprise Fund (due to the insufficiency of funds), then at the time the County distributes funds to the Township from the Delinquent Tax Revolving Fund (DTRF), the County shall be entitled to reduce, set-off, and permanently retain any amount due to the Township from Delinquent Tax Revolving Fund (DTRF) by any such amount then still due and owing the County pursuant to this Agreement. Article VI. Standard of Care; Warranty Waiver; Consequential Damages; Liability. 6.1 Standard of Care: Waiver of Warranty and Consequential Damages. The County will perform the Services under this Agreement in accordance with the standard of care and diligence normally provided by other professional firms providing similar Services. However, the County makes no warranty, express or implied, with respect to any Services provided. SPECIFICALLY, NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY IS MADE OR TO BE IMPLIED BY THE COUNTY WITH RESPECT TO SERVICES PROVIDED UNDER THIS AGREEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE COUNTY OR COUNTY GENERAL 6 FUND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER UNDER AGREEMENT, TORT OR OTHERWISE. This provision is not for the benefit of any contractors which may be engaged by the County to perform Services. 6,2 Liability. The Township agrees that Claims arising out the of Services performed under this Agreement shall be considered a Cost payable from either from the System Enterprise Fund, City provided insurance or both. That is, the System shall remain liable for any and all Costs, legal obligations, and/or civil liabilities associated with the services provided under this Agreement. However, this paragraph shall not apply to lawsuits Instituted by the City or County to enforce its rights under this Agreement. This Agreement 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 Parties. Nothing in this Agreement shall be construed as a waiver of the privileges and immunities as provided by law afforded to the Parties. The Parties expressly reserve all privileges and immunities as provided by law. 6.3 Force Majeure: System Malfunction: Misuse or Vandalism of System. The Township will be responsible for damage and liability to the System or components thereof caused by flood, fire, Acts of God or other force majeure, civil disturbance, Acts of War, terrorism or misuse of property. In addition, the Township will be responsible for all Claims, damages and liability caused by design and/or construction defects, malfunction or failure of the System or any component thereof; water loss, main breaks, hydrant damage and vandalism provided the same is not directly caused by the acts or omissions of County Agents. 6.4 No Third Party Beneficiary. This Agreement does not create any rights or benefits to parties other than the Township and the County. Article VII. Cooperation and Communication; Dispute Resolution. 7.1 Cooperation. The County agrees to ensure that all County Agents fully cooperate with Township and Township Agents in the performance of all Services under this Agreement. The Township agrees to ensure that Township Agents cooperate with WRC Personnel in the performance of the Services under this Agreement. 7.2 Communication, There shall be an open and direct line of communication established and maintained between the Parties in order to promote the handling of both routine and emergency situations in a timely and cooperative manner according to the circumstances as they exist or become known. Each Party will designate one or more liaisons for such purposes, and will notify the other Party of such designee(s),The liaisons shall also be used for purposes of communicating and coordinating specific needs, plans, instructions, issues, concerns and other matters relating to the System or Services. 7.3 Dispute Resolution. The Parties agree that any and all claims alleging a breach of this Agreement or with respect to the Services provided under this Agreement, shall first be submitted to an alternative dispute resolution process. Such an alternative dispute resolution process may include, but is not limited to, facilitation, binding arbitration, or non-binding arbitration. The Parties shall agree upon the form and procedures for the agreed upon alternative dispute resolution process. If the matter is not resolved through 7 an alternative dispute resolution process, or if the Parties cannot agree upon the form and procedures for the alternative dispute resolution process, the Parties may seek legal recourse in a court of competent jurisdiction. For claims requiring immediate relief to prevent irreparable harm, either Party may seek relief directly from a court of competent jurisdiction without submitting the matter to the alternative dispute resolution process. Article VIII. Term; and Termination. 8.1 Term. The Parties agree that the term of this Agreement shall begin on the Effective Date of this Agreement. This Agreement shall be effective for an initial term of ten (10) years from the effective date, and shall be automatically extended for additional ten (10) year terms, unless terminated as provided herein, or otherwise agreed to in writing by the Parties. 8.2 Termination. Notwithstanding any other term or provision in any other section of this Agreement, either Party, upon a minimum of One Hundred and Eighty (180) calendar days written notice to the other Party, may terminate this Agreement for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 8.3 Survival of Certain Terms and Conditions Following Termination or Expiration of Agreement. The Parties agree that record-keeping and audit requirements, any payment obligations to the other Party, and/or any other related obligations provided for in this Agreement with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred during the term of this Agreement, shall survive the termination or expiration of this Agreement. 8.4 Cooperation Following Termination of Agreement. In the event the Agreement is terminated as provided herein, the Parties agree to cooperate in all respects and assist in the wind down from the County's operation and maintenance of the System. The Township will be responsible for all Costs and Overhead incurred by the County through the date of termination, including the Costs and Overhead incurred by the County during the termination notice period referenced above to wind down and end of the County's involvement in the provision of the Services. Article IX. Agreement Approval; Effective Date; and Amendments; Changes to Scope of Services. 9.1 Agreement Approval; Amendments: and Effective Date. Except as otherwise provided herein, this Agreement, and/or any subsequent amendments thereto, shall not become effective prior to the approval by resolutions of both the Township and the County. The Effective Date of this Agreement, and any amendments hereto, shall be the date as reflected in the opening paragraph of this Agreement. 9.2 Amendment to Scope of Services. During the term of this Agreement, the Scope of Services attached hereto as Exhibit B, may be amended by the WRC and approved by resolution of the Township during the term of this Agreement without requiring a resolution from the County Board of Commissioners. 8 Article X. General Provisions. 10.1 Governing Law. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this Agreement is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Agreement, the singular or plural number, possessive or non-possessive shall be deemed to include the other whenever the context so suggests or requires. 10.2 Reservation of Rights; Governmental Function. This Agreement 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 Parties. In addition, the Parties maintain that the obligations set forth in this Agreement will be in the exercise or discharge of a governmental function. 10.3 Severability. If any provision of this Agreement or the application to any person or circumstance is, to any extent, judicially determined to be invalid or unenforceable, the remainder of the Agreement, or the application of the provision of persons or circumstances other than those as to which it is invalid or unenforceable, is not affected and is enforceable, provided the invalid provision does not substantially alter the Agreement or make execution impractical. 10.4 Binding Contract; Assignment: and Amendments. This Agreement will be binding upon and for the benefit of the Parties hereto and their respective successors and assigns, subject to any assignment requiring the prior written consent of the non-assigning Party by an amendment to this Agreement signed by all Parties, and the assignee binding the assignee to the terms and provisions of this Agreement. 10.5 Captions. The section headings or titles and/or all section numbers contained in this Agreement are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Agreement. 10.6 Notices. Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Agreement to be delivered to the following: COUNTY OF OAKLAND: OAKLAND COUNTY WATER RESOURCES COMMISSIONER 1 Public Works Drive Waterford, Michigan 48328 CHARTER TOWNSHIP OF ROYAL OAK: Township Supervisor and Township Clerk 21131 Gardenlane 2nd Floor Grant School Ferndale, Michigan 48220 9 10.7 Notice Delivery. Except with respect to notices of termination, all correspondence and written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. Notices of termination shall be personally delivered or sent by certified mail, return receipt requested, and shall be considered delivered to a party on the date of receipt as represented by the return receipt or by a proof of personal service. 10.8 Entire Agreement. This Agreement sets forth the entire agreement between the County and the Township and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Township in any way related to the subject matter hereof, except as expressly stated herein, This Agreement shall not be changed or supplemented orally and may be amended only as otherwise provided herein. 10.9 Recitals. The recitals shall be considered an integral part of the Agreement. IN WITNESS WHEREOF, this Agreement if executed by the Parties on the date hereafter set forth in the opening paragraph of this Agreement. COUNTY OF OAKLAND By Michael J. Gingell, Chairperson Oakland County Board of Commissioners TOWNSHIP OF ROYAL OAK By: onna J. Squalls, /Supervisor By: L,LJO-pL, --A) Gwendolyn Turner, Cler tr,r- T 500 1,000 Feet ffM.VMEEda%MffM 01-n,s Publ;c Works 011Ye oul=1;no C"5",1.3, Wrrteitor.d.. MEchicron 45„',12-11,0.7 DISCLAIMER; .Loyed In his Imp i:complInd I rDro worded veo.s.au;s, kax hop. sunleys cn1 other public mon.. AIInhiQn IhkifllbftflOtbr.IS iii,hdoial InforrnalIoni IA hhnl le gin!Ii Fecor6ed Mot,. sumay and hi nol intendnidi :nits c0ri C cro. 11..15 1Werininilmn sniurceswIu 0010010,1bini Exhibit A Charei Township of Royal Oak Sanitary anc Combined Main Legend = Combined Interceptor - Combined Lateral Main Sanitary Lateral Main WRC LVATER RES0131iCES C0MMISS161;1-42 fri tsrrtd, Updated: 6/23/2017 aze rs t 1 5,57:31-dra 71 a 7 I. 7x; g MILE 1=1=0, 456.1..2t -umia.la a pp =spp=st 500 1,000 Feet WRC WATER RESOURC.CS COMMISSIONER pro, No,:it DiSCLAIMER: Tipp ipjp,polpf, cikplcyccrin Ihi,4 map Lc PPmplled irnm rpr_nrood dead, plal, I. Mu., ar,pys opC olher puiAlc.cords. AHroPuph1,14 WOrrliPflorAs 4PIPPCIPO iv apf.ncIp!...T.Accr. IptapPc r.p/orrnellon, Ii mi not rpePOPPI flicipor I cymyuhftnmoi h,imcnnccl in ned rps nec. Wpm hOuuId consull Pltoralplions04-111,, when-, Glx,mprfoup. Exhibit A Charter Township of Royal Oak Wafer Main Lege d Water Main Maintained by Others 01-m,Lb1Wks Orive "SWFA.k waterford. P.IiuhlOop 48-Z2_3-1907 Updated: 6/23/2077 Sewer System Operation & Maintenance Exhibit B Scope of Services Sewer System Operation and Maintenance The County agrees to perform the following operation and maintenance services of the Royal Oak Township Sewer System ("System") (all of the following being referred as the "VVRC Services" or "Services") on behalf of the Township: 1. Operation and maintenance of pump stations and appurtenances, Including the payment of power costs and lawn and landscape maintenance. 2. Operation and maintenance of the System, including all System gravity sewers, force mains, manholes, meters, pump stations and all other facilities, equipment and appurtenances that are part of the System. The sewer service lead from the public sewer system to the building including the sewer lead connection at the public sewer system is the responsibility of the property owner and will not be maintained by the VVRC as it is not part of the System, 3. Compute and bill quarterly, charges for the Services rendered to each user connected to the System in accordance with the Rates and Charges established by the Township. The charges will be payable thirty (30) days after the date of each quarterly billing or such other time period as may be set by the Township by ordinance or resolution and shall bear such penalties and late charges, as the Township by ordinance shall provide. Past due amounts may also be certified to the tax roll for collection. 4. Provide house lead connection inspections in accordance with Township issued permits. 5. Respond to requests from customers and Township for maintenance, inspections and repairs, both emergency and routine. 6. Establish, maintain, manage, and administer a System Enterprise Fund. Revenue collected by the County shall be deposited and maintained in the System Enterprise Fund. On a quarterly basis, the County shall determine the costs and overhead incurred during said quarter in performing the Services under this Contract and deduct such amount from the System Enterprise Fund as payment for such Services. 7. Keep all necessary records and books of account pertaining to its dealings with the users of the System within the Township and the System Enterprise Fund, and make same available to the Township upon request. 8. Comply with applicable laws and governmental accounting standards in the keeping, management, administration, use and auditing of the System Enterprise Fund. Upon request of the Township, provide Township a quarterly accounting statement, a quarterly operation and maintenance activity report and annual report for the Township's review in accordance with the County's fiscal year. Upon request, allow the Township or Township agents to audit the System Enterprise Fund accounts, books and statements, and provide Township with supporting documentation and copies of such materials if requested. 9. The County will provide, maintain and monitor a Supervisory Control and Data Acquisition System (SCADA) to provide alarms on System facilities operated and maintained by the County. 10. The County will provide a 24-hour, 7-day per week dispatch center to receive alarms from the SCADA system and any other reports of System emergencies, and will dispatch emergency service crews to respond to such alarms and reports. Sewer System Operation & Maintenance 11, All Services provided by the County under this Contract will be performed in accordance with all applicable County, state and federal permits and regulations, all applicable state and federal laws and all applicable Township ordinances. 12. The County shall establish, provide and implement sewer system operation and maintenance related programs, studies, reports, testing, sampling, inspections and surveys in accordance with Township, state, and federal mandates. 13. The County will, replace or repair existing components of the System which are identified by the County or the Township to be in need of repair or replacement. Upon completion of such repairs and replacements, if the System has been altered in any material way the County will provide to the Township record drawings and update the Geographic Information System (GIS) and any related database(s) to contain current infrastructure information. Unless otherwise agreed in writing by the Parties, the County's obligation to repair Of replace shall be limited to the fund balance contained in the System Enterprise Fund. 14, The County will maintain, and update as necessary, the GIS and any related database(s) of the System. The County will also provide Township hard and digital copies of the mapping, and updates as requested, in a manner compatible with the Township's GIS, and will provide interconnectivity between the Township and County GIS when in place. The County will update the GIS and any related database(s) of the System upon being provided record drawing or other information from the Township identifying corrections and/or modifications of the System and upon the County performing Services that result In modifications of the System. The Township is responsible for providing accurate record drawing information. 16. MISS DIG. The County will conduct MISS DIG operations, in accordance with Public Act 53 of the Public Acts of 1974, as amended, (MCLA 460.701 at seq) on behalf of the Township as they pertain to the operations and maintenance of the Sewer System, 17. PA 222 Notification. in the event that either the Township or the County receives notice from a user of the Sewer System of a possible claim and such notice is governed by the provisions of Act 222 of 2002, then the party receiving the notice agrees to: (i) provide the potential claimant with the Information required by Act 222, (ii) notify the other party to this Agreement of the potential claim, and (iii) fully comply with the requirements of Act 222. 16. In the event System repairs or replacement is deemed attributable to outside parties, (i,e. Contractor damage or customer negligence), consistent with applicable Township ordinances, the WRC will bill the responsible party at the Township's direction, if any, or the entire bill is deemed uncolfectible, the uncollected amount will be charged directly to the System Enterprise Fund. 2 Water System Operation & Maintenance Exhibit B Scope of Services Water System Operation and Maintenance The County agrees to perform the following operation and maintenance services of the Royal Oak Township Water System (System") (all of the following being referred as the "WRC Services" or "Services") on behalf of the Township: 1. Operation and maintenance of booster pump stations, storage tank(s), and appurtenances including the payment of power costs, lawn and landscape maintenance, and all sampling and testing required by the state and federal government. 2. Read water meters for billing purposes. 3. Operation and maintenance of the System, Including all system mains, meters, service leads, fire hydrants, valves, and all other facilities, equipment and appurtenances that are part of the System. The water service lead between the service valve and the water meter is the responsibility of the property owner and will not be maintained by the WRC as it is not a part of the System. 4. Perform residential and commercial cross connection inspections in accordance with the Michigan Safe Drinking Water Act, Public Act 399 of the Public Acts of 1976, as amended (MCLA 325.1001 et seq), and the rules promulgated thereunder, and the WRC's Cross- Connection Program. 5. Compute and bill charges for the Services rendered to each user connected to the System in accordance with the Rates and Charges established by the Township. The charges will be payable thirty (30) days after the date of each billing cycle or such other time period as may be set by the Township by ordinance or resolution and shall bear such penalties and late charges. Past due amounts may also be certified to the tax roll for collection. 6. Receive and process all payments from customers of the System, and respond to customer and Township inquiries regarding billing. Provide delinquent billings, at the appropriate time and according to law, for placement on and collection under the tax roll by the Township. In the event of customers declaring bankruptcy and listing delinquent water bills in the bankruptcy proceedings, report the same to the Township for follow-up, and provide all necessary information to the Township. 7. Receive and process all applications relating to water service connections to the System and collect all Rates and Charges relating to service connections. 8. Install all water service connections to the System, two (2) inches or less, including tapping the water main, installing the service lead within the road right-of-way or easement, installing a curb stop, installing the water meter and restoration of the area effected in accordance with all of the Township's design and installation standards and requirements. 9. Respond to requests from customers and the Township for maintenance, inspections and repairs, both emergency and routine, 10. Establish, maintain, manage, and administer a System Enterprise Fund. Revenue collected by the County shall be deposited and maintained in the System Enterprise Fund. Costs for performing the Services under this Contract will be deducted from the System Enterprise Fund as payment for such Services. 1 Water System Operation & Maintenance 11. Keep all necessary records and books of account pertaining to its dealings with the users of the System within the Township and the System Enterprise Fund, and make same available to the Township upon request. 12. Comply with applicable laws and governmental accounting standards in the keeping, management, administration, use and auditing of the System Enterprise Fund. Upon request of the Township, provide the Township a quarterly accounting statement, a quarterly operation and maintenance activity report and annual report for the Township's review in accordance with the County's fiscal year. Upon request, allow the Township or Township agents to audit the System Enterprise Fund accounts, books and statements, and provide the Township with supporting documentation and copies of such materials if requested. 13. Subject to applicable laws, Township ordinances and proper notice to the System users, on behalf of the Township, the County may terminate any water service to a water customer that has failed to pay the customer's water charges for a period of ninety (90) days following the date on which the quarterly billing is due, or sixty (60) days for monthly billing, for such water service. Upon request of the Township, the County shall notify the Township at least seven (7) days prior to termination of water service. 14. The County will pay over to the Township, upon request, any surcharges for water connections for water service which the Township may establish and charge in excess of the Rates and Charges established and collected by the County. 15. The County will provide, maintain and monitor a Supervisory Control and Data Acquisition System (SCADA) to provide alarms on System facilities operated and maintained by the County. 16. The County will provide a 24-hour, 7-day per week dispatch center to receive alarms from the SCADA system and any other reports of System emergencies, and will dispatch emergency service crews to respond to such alarms and reports. 17. The County and VVRC Personnel shall comply with all federal, state, Great Lakes Water Authority (GLWA), and local permits and license issues applicable to the operation and maintenance of the System. 18. All Services provided by the County under this Contract will be performed in accordance with all applicable state and federal laws and regulations, including, without limitation, the Michigan Safe Drinking Water Act, Public Act 399 of the Public Acts of 1976, as amended, MCL 325.1001 to 325.1023, as well as all applicable Township ordinances. 19. The County shall establish, provide and implement water system operation and maintenance related programs, studies, reports, testing, sampling, inspections and surveys in accordance with Township, state, and federal mandates. 20. The County will, replace or repair existing components of the System which are identified by the County or the Township to be in need of repair or replacement. Upon completion of such repairs and replacements, if the System has been altered in any material way the County will provide to the Township record drawings and update the Geographic Information System (G1S) and any related database(s) to contain current infrastructure information. Unless otherwise agreed In writing by the Parties, the County's obligation to repair or replace shall be limited to the fund balance contained in the System Enterprise Fund. 21. The County will maintain, and update as necessary, the GIS and any related database(s) of the System. The County will also provide Township hard and digital copies of the 2 Water System Operation & Maintenance mapping, and updates as requested, in a manner compatible with the Township's GIS, and will provide interconnectivity between the Township and County GiS when in place. The County will update the GIS and any related database(s) of the System upon being provided record drawing or other information from the Township identifying corrections and/or modifications of the System and upon the County performing Services that result In modifications of the System. The Township is responsible for providing accurate record drawing information. 22. The County will conduct MISS DIG operations, in accordance with Public Act 53 of the Public Acts of 1974, as amended, (MCLA 460.701 et seq) on behalf of the Township as they pertain to the operations and maintenance of the System. 23. In the event System repairs or replacement is deemed attributable to outside parties, (i.e. Contractor damage or customer negligence), consistent with applicable Township ordinances, the WRC will bill the responsible party at the Township's direction, If any, or the entire bill is deemed uncollectible, the uncollected amount will be charged directly to the System Enterprise Fund. 3 Exhibit C OVERHEAD EXPENSE VVRC Overhead charges are expenses not included in the direct hourly system labor and equipment costs. Overhead is allocated to all the systems that WRC services. Overhead expense includes, but is not limited to: Billing Services Unit Labor, equipment, payment processing, bill preparation, postage and other related costs necessary to provide customer service for the communities VVRC operates and maintains. Safety Program Labor, equipment and training needed to meet or exceed all required safety standards. Training Training and certification costs for field and engineering staff required to keep them up-to-date on industry standards and innovations. WRC Administration Labor, equipment and training required to oversee the daily WRC operations. This includes Permitting, Mapping, GIS, Asset Management and Miss Dig, Building Maintenance Labor, equipment, insurance, utilities, supplies and other related costs needed to operate and maintain the various VVRC buildings (Includes Water Maintenance, Pump Maintenance, Billing Services and Public Works buildings), Miscellaneous Supplies Supplies which are not inventoried and not purchased for a specific system are allocated to the benefiting systems. This category includes uniforms, gloves, boots and repair parts. Oakland County Support Various Oakland County departments support the staff and work performed at WRC. These departments include Human Resources, Purchasing, Info Tech and Fiscal Services, The portion of their costs which is charged to WRC is then allocated to the funds operated by this division. Resolution #17305 October 26, 2017 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (MISC. #17305) November 9, 2017 BY: Commissioner Thomas Middleton, Chairperson, Finance Committee IN RE: WATER RESOURCES COMMISSIONER WATER AND SEWER SYSTEM OPERATIONS AND MAINTENANCE AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND THE CHARTER TOWNSHIP OF ROYAL OAK 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 approves an Agreement between Oakland County and the Charter Township of Royal Oak for the operation and maintenance of the township's water and sewer system. 2. The Water Resources Commissioner has sufficient staffing and possesses the necessary knowledge to assist the township with the requested services provided under the Agreement. 3. The County's cost and overhead incurred for services performed shall be compensated from the revenues of the water and sewer systems. 4. The County will assist the township in the operations and maintenance of the water and sewer system on a non-profit basis. Therefore, the County and its General Fund will not be charged with or be liable for the cost of operating, maintaining, repairing, replacing, or administering the water and sewer system. 5. The Agreement shall be effective for an initial term of ten (10) years and automatically extended an additional ten years, unless the County and the Township agree in writing to terminate the Agreement. A minimum of One Hundred and Eighty (180) calendar day's written notice may terminate the Agreement without any penalty. 5. No budget amendment is required. No General F. und appropriationi;squir,ed. Cortimissioner Thomas Middleton, District #4 Chairperson, Finance Committee FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Resolution #17305 November 9, 2017 Moved by Fleming supported by Bowman the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Crawford, Dwyer, Fleming, Gershenson, Gingell, Hoffman, Jackson, Kochenderfer, KowaII, Long, McGillivray, Middleton, Quarles, Spisz, Taub, Tietz, Weipert, Woodward, Zack, Berman, Bowman. (21) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). i REAM APPIeVe 'THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45.559A (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, 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 November 9, 2017, 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 9th day of November, 2017. Lisa Brown, Oakland County