Loading...
HomeMy WebLinkAboutResolutions - 2001.02.01 - 26368, 2 . February 1, 2001 MISCELLANEOUS RESOLUTION #01021 BY: Planning and Building Committee, Charles E. Palmer, Chairperson IN RE: DRAIN COMMISSIONER - INTERLOCAL AGREEMENTS FOR ILLICIT DISCHARGE ELIMINATION SERVICE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS, pursuant to Miscellaneous Resolution #00047 the Drain Commissioner was authorized to accept federal grant funding of $408,000 from the County of Wayne via Unites States Environmental Protection Agency (USEPA) to implement illicit discharge elimination, public education and sub-watershed planning for restoring water quality of the Rouge River and its tributaries within Oakland County; and, WHEREAS, said grant, among other things, requires a 50% match in funds or in-kind services from local municpalities; and, WHEREAS, the Drain Commissioner is prepared to provide illicit discharge elimination services on a cost reimbursement basis to local municipalities located within the Rouge River watershed; and, WHEREAS, Miscellaneous Resolution #00047 required that before any work being done that Interlocal Agreements be entered into between the Drain Commissioner and the local municipalities; and, WHEREAS, City of Southfield, ("Municipality") has requested the Oakland County Drain Commissioner for assistance in performing illicit discharge elimination services; and, WHEREAS, the Municipality, by resolution, has agreed in return to reimburse the County as provided for in the attached copies of interlocal agreement; and, WHEREAS, the Oakland County Drain Commissioner has determined, at the present time, that it has sufficient personnel, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested services under the terms and conditions of the interlocal agreement; and, WHEREAS, the municipality recognizes and agrees that absent an agreement such as this, the County has no obligation to provide these services or grant funding to or for the Municipalities; NOW THEREFORE BE IT RESOLVED, in accordance Miscellaneous resolution #00047, the Oakland County Board of Commissioners authorized the Drain Commissioner to execute the attached Interlocal Agreement with City of Southfield, BE IT FURTHER RESOLVED, that the Drain Commissioner is authorized to provide illicit discharge elimination services in accordance with the Interlocal Agreements, BE IT FURTHER RESOLVED, that the Drain Commissioner is hereby authorized to extend this Interlocal agreement for illicit discharge elimination services with the City of Southfield subject to compliance with Article IV 4.1 - 4.5 as well as all other conditions set forth in the agreement. 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 on unanimous roll call vote with Melton and Dingeldey absent OAKLAND COUNTY DRAIN COMMISSIONER'S CONTRACT FOR STORM WATER MANAGEMENT SERVICES WITH THE CITY OF SOUTHFIELD This CONTRACT (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Michigan 48341 (hereafter, the "County"), by and through its Drain Commissioner and the CITY OF SOUTHFIELD, a Municipal Corporation whose address is 26000 Evergreen Road, Southfield, Michigan 48076 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties." WHEREAS, the County of Wayne through the Rouge River National Wet Weather Demonstration Project has offered technical assistance and federal grants to local government entities for addressing and improving the water quality and recreational use of the Rouge River; and, WHEREAS, implementation of the National Pollutant Discharge Elimination System ("NPDES") General Wastewater Discharge for Storm Water Discharges from Separate Storm Water Drainage Systems (Permit No. MIG610000) ("Storm Water General Permit") issued by the State of Michigan will further the goal to improve water quality and recreational use of the Rouge River; and, WHEREAS, illicit discharge elimination, public education and subwatershed management planning are considered examples of the types of activities required by the Storm Water General Permit which will assist in restoring the water quality of the Rouge River; and, WHEREAS, the Oakland County Drain Commissioner is actively participating in the implementation of Storm Water General Permit issued by the State of Michigan for the County of Oakland; and, WHEREAS, the Drain Commissioner has applied for and was awarded, federal grant funding not exceeding $408,000 from the County of Wayne via Unites States Environmental Protection Agency (USEPA), to implement illicit discharge elimination, public education and sub-watershed planning for restoring water quality of the Rouge River and its tributaries within Oakland County; and, WHEREAS, in order to comply with the federal grant funding requirements and objectives, the County of Oakland was required to enter into an Inter-Agency Agreement ("IAA") with the County of Wayne, and further, agreed to comply with certain administrative procedures; and, WHEREAS, said grant, among other things, requires a 50% match in funds or in- kind services from local municpalities; and, WHEREAS, the Drain Commissioner is prepared to provide illicit discharge elimination services on a labor, material and equipment costs basis to local municipalities located within the Rouge watershed in accordance with this agreement, or in the alternative, provide grant funding to local municpalities for illicit discharge elimination, public education and sub-watershed planning activities; and, WHEREAS, the Municipality has requested the Oakland County Drain Commissioner for assistance in performing the scope of services (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract; and, WHEREAS, the Oakland County Drain Commissioner has determined, at the present time, that it has sufficient personnel as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested services under the terms and conditions of this Contract; and, WHEREAS, the Parties recognize and agree that absent an agreement such as this, the County, has no obligation to provide these services or grant funding to or for the Municipality. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: ARTICLE I. DEFINED TERMS. In addition to the above defined terms (i.e., "Contract", "County", "Municipality", "Party" and "Parties"), 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: 1.1 "Consultant" - shall be defined as an independent contractor engaged by the County to perform any services necessary to carry out the objectives under this agreement. 1.2 "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (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 Municipality and/or any Municipality Agents, as defined herein. 2 1.3 "OCDC Personnel" as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Office of the Oakland County Drain Commissioner as shown in the current County budget and/or personnel records of the County. 1.4 "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. 1.5 "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent under or in connection with this Contract or are based on or result in any way from the County's and/or any County Agent's participation in this Contract. 1.6 "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 including specifically, but not limited to, the Michigan Department of Environmental Quality ("MDEQ"). ARTICLE II. OAKLAND COUNTY DRAIN COMMISSIONER'S STORM WATER MANAGEMENT SERVICES. The Parties agree that the full and complete scope of storm water management services shall be as described in attached Exhibit "A" 3 and limited in the following subsections (hereinafter defined and referred to as either "OCDC storm water management services" or services). 2.1 PURPOSE OF "SERVICES" The Parties agree that the purpose of any and all "OCDC storm water management services" or "Services" to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of Municipality's official functions, obligations, and Municipality's legal responsibilities relating the Storm Water General Permit and fulfillment of the state and federal environmental laws and regulations. 2.2 MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "OCDC storm water management services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed by the County's "OCDC Personnel" or consultants as defined herein. 2.2.1 OCDC Personnel or consultants shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.2.2 The Parties agree that the County shall be solely and exclusively responsible for furnishing all OCDC Personnel and consultants with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all OCDC Personnel in the performance of any and all Services under this Contract. 2.2.3 Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and OCDC Personnel. 2.2.4 This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any 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 OCDC Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or OCDC Personnel and/or the conduct and actions of any County Agent or any OCDC Personnel. 4 2.2.5 The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or OCDC Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.2.6 Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any OCDC Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.2.7 The Municipality shall not otherwise provide, furnish or assign any OCDC Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any OCDC Personnel in the performance of any OCDC Storm Water Management Service duty or obligation under the terms of this Contract. 2.3 LIMITS AND EXCLUSIONS ON COUNTY "SERVICES". Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents or consultants shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State or Federal laws or regulations, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before an adjudicative body or court. 2.3.1 The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality's obligations under the General Storm Water Permit or any other Municipality legal obligation under any applicable State or federal laws and/or regulations. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before an adjudicative body or court. ARTICLE III. TERM OF CONTRACT. The Parties agree that the term of this Contract shall begin on the effective date of this Contract. This Contract, unless extended 5 by mutual written agreement, shall expire on May 30, 2001. Any and all OCDC Storm Water Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions in this Contract. ARTICLE IV. BUDGET AND PAYMENT SCHEDULE. The parties acknowledge that this agreement is expected to be funded in part from federal grant funding from the United States Environmental Protection Agency ("USEPA"). The total budget for services under this Contract shall not exceed $108,968.00. The internal distribution of USEPA grant funding by County shall not exceed $54,484.00 and Municipality shall provide a minimum matching costs of $54,484.00. 4.1 In consideration of the premises set forth in this Contract, the Municipality agrees to pay to the County the fees for storm water management services as outlined in the scope of services attached as Exhibit "A" rendered during the life of this Contract. Payment to be due and payable thirty (30) days of receipt of invoice from the County. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 4.2 All time incurred beyond the regular County working hours to be billed at the applicable OCDC Personnel's overtime rate and charged to the Municipality over and above any other fees described in this Contract. 4.3 The Municipality further agrees that if there is any amount due and owing to the County under this Contract, which is still unpaid at the time the County distributes funds to the Municipality from the Delinquent Tax Revolving Fund (DTRF), the County shall be entitled to reduce, set-off, and permanently retain any amount due to the municipality from Delinquent Tax Revolving Fund (DTRF) by any such amount then still due and owing the County pursuant to this Contract. 4.4 Municipality understands and agrees that the County has no funds other than the USEPA grant funds to pay for services under this agreement. All costs other than USEPA funds associated with these services under this agreement will be the responsibility of the Municipality. 4.5 Municipality shall be responsible and pay for any cost for services authorized by the Municipality, which exceed the total budget described herein. ARTICLE V. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY. Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or OCDC Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or 6 liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State or Federal laws or regulations. 5.1 The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to the fulfillment of the requirements of the General Storm Water Permit or any other Municipality legal obligation under any applicable State or federal laws and/or regulations. The Municipality agrees that under no circumstances the County shall be responsible for any and all costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State or federal laws and/or regulations. 5.2 The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 5.3 The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under General Storm Water Permit. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State or federal laws and/or regulations. ARTICLE VI. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY. The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either the Party to any other person or Party. 6.1 The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. ARTICLE VII. LIABILITY. The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7 7.1 The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any other person or entity, or that the County's efforts in the performance of any obligation under this Contract will result in satisfying the Municpality's obligations and requirements under the General Storm Water Permit, or obligations under State and Federal law and regulations. 7.2 In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State and Federal law and regulations, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3 Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent or by any third person, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed 8 on, incurred by, or asserted against either the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. ARTICLE VIII. INDEMNIFICATION. The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. ARTICLE IX. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY. The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with OCDC Personnel in the performance of all Services under this Contract. 9.1 Municipality shall obtain and secure the right of access to all public and private property necessary for OCDC personnel or consultants to perform the services under this Contract. Municipality shall be responsible for all costs or claims associated with securing rights of access to public or private property. 9.2 To the extent necessary in satisfying the conditions of this contract, the Municipality shall employ and assign qualified Municipality Agents, as necessary and appropriate to provide for any and all of Municipality's legal obligations under the General Storm Water Permit and/or applicable State and Federal laws and regulations. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under General Storm Water Permit and/or applicable State and Federal laws and regulations are satisfied. 9.3 The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime 9 wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, ancUor any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent andlor which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 9.4 The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. ARTICLE X. INDEPENDENT CONTRACTOR. The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. ARTICLE XI. COUNTY PRIORITIZATION OF COUNTY RESOURCES. The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. ARTICLE XII. CANCELLATION OR TERMINATION OF THIS CONTRACT. Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract 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. 10 12.1 At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2 The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record-keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. ARTICLE XIII. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT. The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the Council for the City of Southfield. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the Council for the City of Southfield and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Southfield. ARTICLE XIV. COMPLIANCE WITH "URBAN COOPERATION ACT OF 1967". Pursuant to section 10(4) of the Urban Cooperation Act of 1967, as amended, being MCL 124.510(4), the Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. ARTICLE XV. GOVERNING LAW. This Contract 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 Contract 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 Contract, the singular or plural number, possessive or non-possessive shall be deemed to include the other whenever the contest so suggests or requires. ARTICLE XVI. CAPTIONS. The section headings or titles and/or all section numbers contained in this Contract 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 Contract. 11 ARTICLE XVII. 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 Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or 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. ARTICLE XVIII. ENTIRE CONTRACT. This Contract sets forth the entire agreement between the County and the Municipality 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 Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. 12 FOR AND IN CONSIDERATION of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, the Mayor and City Clerk of the City of Southfield hereby acknowledge that they have been authorized by a resolution of the City Council for the City of Southfield, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accept and binds the Municipality to the terms and conditions of this Contract. WITNESSED: ,67ft-,CZYPX--) EXECUTE N kl c:9R (-7> EXECUTED: i \ ,-,AA\ I .)„./Q.„) Nancy L. M. B CityClk IN WITNESS WHEREOF, George W. Kuhn, Oakland County Drain Commissioner, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: DATE: George W. Kuhn Oakland County Drain Commissioner WITNESSED: DATE: G. William Caddell County of Oakland Clerk/Register of Deeds OAKLAND COUNTY DRAIN COMMISSIONER'S OFFICE STORM WATER MANAGEMENT SERVICES The Oakland County Drain Commissioner's Office offers illicit discharge elimination service on a labor, material and equipment cost basis to local communities who choose to limit the costs and manpower requirements for their storm water management requirements. The following is a task summary and an associated budget for the services required to fulfill the general permit requirements. The amount of services required will vary from community to community and with the level of problems identified within a given community. The budget is designed to allow communities to buy services on an as needed basis. This arrangement provides the community with maximum flexibility. The following is a summary of the services currently offered and the costs associated with the service. OUTFALL INVENTORY - Preliminary Surveillance Oakland County Drain Commissioner's Office Supplied Services - A logical way to proceed to initiate an illicit discharge program is to provide an outfall inventory for the open waterway and drainage courses within a given community. The community must first identify over which portions of the overall drainage system they have jurisdiction. Once these have been identified the Oakland County Drain Commissioner's Office staff will perform the following activities: 1). Walk the length of the drainage course and locate all outfalls. 2). Photograph each outfall. 3). Utilize a G-P-S to locate each outfall. 4). Provide a data sheet for each outfall which includes pipe size, information on the physical condition, presence of foreign substances eliminating from the outfall and probable owner/source. The three person crew include two individuals who will walk the river/drainage course while the third remains in radio contact and works in the upland area tying the community provided maps to manholes. The interface of information between the crew working adjacent to the river and the "upland" crew member substantially increases the efficiency of identification process. For example, by hitting the last manhole cover with a hammer, the technician at the outfall can verify the connection of a given outfall to a manhole identified by street location. EXHIBIT "A" 1 Community Supplied Information - The community must provide the best available drainage maps to the Oakland County Drain Commissioner's Office staff prior to any field work. The community is also responsible for contacting the local police and notify them of the field activities. Products - At the conclusion of the inventory, the community will be provide with: 1). Ten copies of a map depicting the data collected. 2). A CD with a "Data view" tool for accessing all information collected. Note that because the GPS manhole location are likely to be more precise than the current MIRIS maps, two sets of the maps will be provided: one displaying the recorded locations and one with "massaged" locations. 3). Both the paper maps and the electronic information will identify outfalls with suspected illicit connections. Cost of Service - Each mile of river/drainage will require an estimate of approximately 8/hours of a three person crew and 4 hours of data analysis/mapping. Thus the estimated cost for one mile is $1,950.00 which includes all transportation, equipment, expendables, overhead and supervision. A written cost estimate with more detail will be provided. Additional maps can be provided at $25.00 per copy. IN SYSTEM SURVEILLANCE Oakland County Drain Commissioner's Office Supplied Services - Once an outfall into the river has been identified as a potential illicit connection and has been identified as a priority, investigation activities shall proceed starting at the outfall moving away from the river into the storm collection system. Every manhole and catch basin connected to the main trunk will be identified using the best available information from the community. A selection of these manholes and catch basins will first be monitored during dry weather conditions to determine if a possible illicit connection exists within the service connection watershed. Dry weather flow into a service connection is not the only indicator of illicit connections. Other types of illicit connections occur during heavy rain events. The investigation team will, therefore, look for "gross solids" even in manholes, without flow. The investigation of each service connection into the main trunk is based upon visual inspections of the storm collection system. These visual inspections will involve documenting dry weather discharge characteristics. In many cases infiltrating groundwater into the storm sewers will create some discharge during all weather conditions. To help determine the source, some dry weather discharge will be collected and screened for ammonia content. Any sign of "gross solids", foul odors, or ammonia concentrations will trigger further facility inspections. As a result of these visual inspect-ions, some facilities may be eliminated as potential illicit connection sources. However, all facilities having suspicious dry weather discharge will be identified as a potential illicit discharger for future consideration by the community. EXHIBIT "A" 2 Community Supplied Information - The community must provide the best available drainage maps to the Oakland County Drain Commissioner's Office staff prior to any field work. The community is also responsible for contacting the local police and notify them of the field activities. Products - At the conclusion of the field activity the community will be provide with: 1). Ten copies of a map depicting the data collected. 2). All information collected will be provided in a digital format for inclusion in local GIS systems (if available). 3). Both the paper maps and the electronic information will identify outfalls with suspected illicit connections. Cost of Service - Each mile of collection system require approximately 12/hours of a two person crew and 12 hours of data analysis/mapping. Thus the estimated cost for one mile is $ 2.750.00 which includes all transportation, equipment, expendables, overhead and supervision. A written cost estimate with more detail will be provided. Additional maps can be provided at $25.00 per copy. FACILITY INSPECTION PROCEDURES SERVED BY CITY SEWERS Oakland County Drain Commissioner's Office Supplied Services - Upon determining that a facility will be investigated, the Oakland County Department of Health will contact the facility in writing requesting access to the facility. The letter will explain that the field investigation crew will need access to internal plumbing fixtures and material storage/handling areas. The following procedures will be carried out to complete the facility inspection: 1.) At a minimum two field crew personnel will be present at each facility inspection. Large facility inspections may require additional field personnel. 2.) Prior to facility entry, the field crew will review all local sewer maps to identify all documented storm and sanitary lines on the property. EXHIBIT "A" 3 3.) Upon arriving at the site, the facility manager will be interviewed in an effort to determine the location of all storm lines and catch basins, sanitary lines and manholes, waste process lines, and hazardous/ polluting material storage areas. If available, a copy of the facility master site plan shall be obtained. 4.) The field crew will survey the entire site to determine the location of the best access points (manholes and catch basins) to the storm, sanitary, and possibly process waste lines. Discrepancies from the site plans, shall be noted. In addition, all plumbing fixtures, manholes, catch basins, and process lines not previously noted on the plans shall be illustrated on the plans. 5.) A review of hazardous/polluting materials handling procedures will be conducted. Suggested improvements will be documented by the field crew in appropriate field log books. In addition, adjacent areas will be examined for evidence of ground/surface water contamination and/or improper storage/handling of waste materials. 6.) Dye Testing - The sanitary sewer line servicing facility shall be identified to locate the first downstream manhole. This manhole will be utilized for tracing dye as it moves through the sewer line. In addition, all storm lines leaving the property shall be followed to locate each downstream manhole or catch basin for each storm line. The access points will also be utilized to monitor for the presence of dye. The field crew shall be trained in confined space entry procedures although no Oakland County Drain Commissioner's Office worker shall enter the collection systems. The manhole will be monitored for dangerous levels of gases utilizing appropriate gas meters. If no gas is detected, the field crew can proceed with the dye test. If gas is detected in any manhole, the field crew will move to the next downstream manhole. If a manhole can not be located without dangerous levels of gas, the test will be abandoned until appropriate equipment can be brought in to evacuate the sewer line of dangerous gas. The dye test begins by a crew member releasing dye into each individual plumbing fixture. The water shall be turned on if possible to facilitate the movement of the dye through the system and to the observation manhole for both the storm and sanitary lines. Different colored dyes may be used for multiple tests. Colors should be alternated to avoid confusion between tests. Two-way radios shall be utilized thereby allowing the crew member releasing the dye to alert crew members observing each downstream manhole or catch basin what color dye(s) was released and the time of the release. The crew member observing each manhole or catch basin will never, under any circumstance, enter the manhole or catch basin to check for dye. A black light and/or high powered flashlight shall be used by each observing crew member to assist in identifying dye. Once dye has been identified, the crew member releasing the dye shall be notified. EXHIBIT "A" 4 The crew member observing the dye shall document the time the dye arrived and calculate the travel time. Appropriate field forms shall be completed by the field crew. In the event dye is only detected in sanitary sewers, the test will be complete. In the event dye is detected in the storm sewer, an illicit connection has been documented. The community will be provided the opportunity to react to the discovery or appropriate action may be taken by the Oakland County Drain Commissioner's Office which may include contacting the enforcement agency. If dye is not detected in either the sanitary or storm sewers, it is likely that the sanitary system is discharging into an on-site system, e.g. septic system, holding tank, dry wells, or an undocumented sanitary line exists. In these cases, the facility manager will be contacted and additional investigation will be warranted. 7.) Once the tests are complete, the field crew must assure that all manholes and catch basins are properly closed and all equipment used in the tests are removed from the site. 8.) Photographs should be taken throughout the tests and inspections to document the condition of the site. Community Supplied Information - The community must provide the best available drainage maps to the Oakland County Drain Commissioner's Office staff prior to any field work. The community is also be given the opportunity to contact the facility prior to any field activities. Products - At the conclusion of the field activity the community will be provide with: 1). Five copies of the site plan depicting the data collected. 2). A recommended disposition of the suspected illicit connections. Cost of Service - Approximately eight facilities can be inspected each week by a two-person crew and four hours of data analysis/mapping. Thus the estimated cost for a given facility is $660.00 . which includes all transportation, equipment, expendables, overhead and supervision. A written cost estimate with more detail will be provided. D:\SANZICA\STORMMGT\ILLDIS.WPD EXHIBIT "A" 5 CITY OF SOUTHFIELD RESOLUTION OF SUPPORT WHEREAS, the County of Wayne through the Rouge River National Wet Weather Demonstration Project has offered technical assistance and federal grants to local government entities for addressing and improving the water quality and recreational use of the Rouge River; and WHEREAS, implementation of the National Pollutant Discharge Elimination System ("NPDES") General Wastewater Discharge Permit for Storm Water Discharges from Separate Storm Water Drainage Systems (Permit No. MIG610000) ("Storm Water General Permit") issued by the Michigan Department of Environmental Quality (MDEQ) will further goals to improve water quality and recreational use of the Rouge River; and WHEREAS, illicit discharge elimination, public education and subwatershed management planning are considered examples of the types of activities required by the Storm Water General Permit which will assist in restoring the water quality of the Rouge River; and WHEREAS, the Oakland County Drain Commissioner (OCDC) is actively participating in the implementation of the NPDES Permit issued by MDEQ for the County of Oakland; and WHEREAS, the Drain Commissioner has applied for and was awarded federal grant funding not exceeding $408,000 from the County of Wayne via the United States Environmental Protection Agency (USEPA) to assist local municipalities in their implementation of illicit discharge inventory and elimination, public education and subwatershed planning for restoring the water quality of the Rouge River and its tributaries within Oakland County; and WHEREAS, said grant requires a 50% local match for eligible activities; and WHEREAS, the Drain Commissioner is prepared to provide illicit discharge identification and elimination services to the City of Southfield in accordance with the attached agreement as part of the OCDC effort to assist Rouge Main 1 - 2 subwatershed communities in satisfying the requirements of the Storm Water General Permit; and WHEREAS, the City of Southfield acknowledges that absent such an agreement, the Drain Commissioner is under no obligation to provide these services to the City or to apply for available grant funding on the City's behalf. THEREFORE, BE IT RESOLVED that the City Council of the City of Southfield hereby authorizes the Mayor and City Clerk to execute the contract for field inventory and identification of illicit discharges into the Rouge River with the Oakland County Drain Commissioner, with said contract having been reviewed and approved as to form by the City Attorney. p r •r • Resolution #01021 February 1, 2001 Moved by Webster supported by Obrecht the resolution be adopted. AYES: Galloway, Garfield, Gregory, Law, McPherson, Melton, Millard, Moffitt, Moss, Obrecht, Patterson, Sever, Suarez, Taub, Webster, Appel, Brian, Buckley, Causey-Mitchell, Coleman, Crawford, Dingeldey, Douglas. (23) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. County Exack....;, F:_:GOING RESOLUTION /i/ / .;, Date STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, 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 February 1, 2001 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 14 day def February, 2001. . William Caddell, County Clerk