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HomeMy WebLinkAboutResolutions - 2005.04.28 - 27771April 28, 2005 MISCELLANEOUS RESOLUTION 105083 BY: Planning & Building Committee, Charles E. Palmer, Chairperson IN RE: Waste Resource Management Division — 2005 Interlocal Agreement for the North Oakland Household Hazardous Waste Consortium To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County and its northern municipalities are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS the improper handling and disposal of toxic and poisonous household chemicals poses a health risk to our citizens; and WHEREAS recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland residents; and WHEREAS collection events for household hazardous waste are widely accepted as the best way to provide citizens with a safe way to dispose of these toxic and poisonous household chemicals, meet Phase II Stormwater Protection requirements, encourage pollution prevention and enhance environmental health and safety in the home; and WHEREAS Oakland County, through its Waste Resource Management Division has facilitated the creation of the North Oakland Household Hazardous Waste Consortium (NO HAZ), and WHEREAS participating municipalities in North Oakland County have appointed an official representative to the NO HAZ Consortium Board; and WHEREAS the NO HAZ Consortium has developed a household hazardous waste collection program; and WHEREAS the municipalities recognize and agree that absent an agreement with the County, the County has no obligation to facilitate such a program; and WHEREAS the County's Corporation Counsel has reviewed and approved an Interlocal Agreement between the County and a number of municipalities in North Oakland County for the creation of a program to collect household hazardous waste; and WHEREAS the following municipalities have approved the Interlocal Agreement: Brandon Township, Commerce Township, Groveland Township. City of Orchard Lake, City of Pontiac, City of Rochester, City of Rochester Hills, City of Sylvan Lake, Waterford Township, White Lake Township, and WHEREAS the Interlocal Agreement is being considered by City of Keego Harbor; and WHEREAS the Interlocal Agreement requires participating municipalities to fully reimburse the County for all costs it incurs in connection with the NO HAZ program. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Interlocal Agreement and authorizes the Chairperson of the Board of Commissioners to sign the Agreement with all municipalities who have signed the Interlocal Agreement and passed a resolution in support thereof Chairperson, on behalf of the Planning & Building Committee, I move the adoption of the foregoing resolution. PLANNING & BUILDING COMMITTEE Planning & Building Committee Vote: Motion carried on unanimous roll call vote THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale, and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program. and, WHEREAS, the NO HAZ Interlocal agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. Now Therefore be it Resolved: That our community, 622 4, 77/4-2t. CLZ-zy 4-xicaep, hereby approves the attached NO HAZ Interlocal Agreement and authorizes its signatufe, and Be it Further Resolved: That we hereby appoinkA,,„z„, (41hexas our official representative to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for spring 2003. 1, hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the "zow r , at a regular meeting held on .ilyz/,--/z/cfi' 0?M_.4; , Charter Township of Brandon Regular Board Meeting Minutes January 18, 2005 - 7:30 p.m. Draft New Business A. 2005 Budget Approve Revenues/Exnenditures No action taken. B. No-114z Resolution and Agreement Motion by Carlson, seconded by Stowell, to adopt the No Haz Resolution for fiscal year 2005 not to exceed $5,000. THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale, and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program, and WHEREAS, the NO HAZ Interlocal agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. Now Therefore be it Resolved: That our community, IlLanclorthmi_phi hereby approves the attached NO HAZ Interlocal Agreement and authorizes its signature, and Page 7 of 10 . Charter Township of Brandon Regular Board Meeting Minutes January 18, 2005 - 730 p.m. Draft Be it Further Resolved: That we hereby appoint Trustee Charlene Carlson as our official representative to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for spring 2005, hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the township board, at a regular meeting held on January 18, 2005_. Roll Call: Ayes: Stowell, Willett, Carlson, McCreery, Owen, DeWitt, Lapp Nays: None Absent: None Motion approved. C. Supervisor's Office Land Division Fees Motion by Carlson, seconded by Willett, to increase the township fees for land division to $75 per each newly created parcel number effective April 4, 2005. Roll Call: Ayes: Willett, Carlson, McCreery, Owen, DeWitt, Stowell, Lapp Nays: None Absent: None Motion approved. D. Tr-Party FY 2005 Project Motion by Owen, seconded by McCreery, to utilize the Hurd Road Phase II Tr-Party project for 2005. Roll Call: Ayes: Carlson, McCreery, Owen, DeWitt, Stowell, Willett, Lapp Nays: None Absent: None Motion approved. E. OTV Cable Purchase Request Motion by Carlson, seconded by McCreery, to approve the OTV channel 18 purchase request for 2 teleprompters, 2 MAC powerbooks, 4 Motorola radios, 1 sound board, and 3 Sony camera boxes not to exceed $9,700 to come out of the payroll commission fund. Roll Call: Ayes: McCreery, Owen, DeWitt, Stowell, Willett, Carlson, Lapp Nays: None Absent: None Motion approved. Page 8 of 10 Charter Township of Brandon Regular Board Meeting Minutes i„aary 18, 2005 - 7:30 p.m. Draft New Businesk A. 2005 Budeet — Approve Revenues/Expenditures No action taken. B. No-Raz Resolution and Agreement Motion by Carlson, seconded by Stowell, to adopt the No Haz Resolution for fiscal year 2005 not to exceed $5,000. THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oaldand County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale, and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program, and WHEREAS, the NO HAZ Interlocal agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. Now Therefore be it Resolved: That our community, _Br nco_I Towrwhin hereby approves the attached NO HAZ Interlocal Agreement and authorizes its signature, and Page 7 of 10 NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND [NAME OF MUNICIPALITY] This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY") and [Name and Address of Municipality] ida.0"."-ii (.14e(ixidee-2 a r5-7y-ki6a-- Ae, 929)d i i //---,itize, rig 04,2_, ("MUNICIPALITY").' n In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1. INTRODUCTORY STATEMENTS The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. 2. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1.1 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 2 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5.4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A, B and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A (ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2nd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. 7. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the 6 PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents sewed program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 7 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has 9 expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 12,1 The COUNTY reserves the right, at any time before it becomes • contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 11 above) and the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This 10 AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgement in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 11 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT, A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void, 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of thisGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North 12 Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall befiddressed to: c-ce ey tA1 Uetiotiii4";i9 . 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between 13 the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 14 IN WITNESS WHEREOF, e yi X a_f p hereby acknowledges that he has been authorized by a resolution of the Z.2,,,-72,/,i,;) , a certified copy of which is attached, to execute this AGREEMENT oninhalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT EXECUTE DATE: di WITNESSED: Vja&e t it_p; DATE: / C IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. EXECUTED: tl6D--V-6AJ DATE: Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED:‘Cflijtc lep LA, DATE:—/0 z/e) Clerk, Regiter V- of Deeds County of Oakland Ruolnn 15 EXHIBIT A 2005 Projected NO ITAZ Program Costs 2005 NO HAZ Program Cost Detail 1 , _50% of Admin , Projected 50% of Admin — , st Municipality Populat on - Co % of Total number of .% of Total ' ' post FIXED , -' :i i Total , , _ ' - VARIABLE ' I PIsPq,Sa > Population cars to Participation based on : Projected Cost , • based on $30 a participate . population participation Brandon/Ortonv ille 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930,00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040.00 $ 11,697.79 Grov eland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Twp/Village 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 _ Rochester Hills 69,568 20.84% - 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46 Waterford 71,365 21.38% 222 23.85% 4,809.71 5,365.20 $ 6,660.00 $ 16,834.91 White Lake 30,066 , 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.00% 931 100.00% 22,500.00 $ 22,500.00 $ 27,930.00 $ 72,930.00 1 : (1) Administration and per car rate are established by the contract , (4) eezuuo rvu 1-114 Z vent ana i citicationai uperations ana Hazaraous waste Disposition tor (terms. (3) Actual community expenses determined by usage The household participation rate estimated based on average participation from 2003 & 2004 .(4) population figures are based on SEMCOG population estimates for December 1, 2004 16 Car 70 lbs $30.00 Per Car Fee EXHIBIT B 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management Operational Administration Education and Outreach TOTAL 2005 NO HAZ Hazardous Waste Disposition $ 2,400.00 $ 4,100.00 $ 21,344.00 $ 17,156.00 45,000.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management $ 2,400.00 Operational $ 4,100.00 Administration $ 21,344.00 Education and Outreach $ 17,156.00 TOTAL 45,000.00 2005 NO HAZ Hazardous Waste Disposition Car 5 70 lbs Per Car Fee $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail 50% of Admin ' Projected 50% of Admin Cost Actual % of Total number of % of Total Coat FIXED Total Municipality Population VARIABLE Disposal Cost Population cars to Participation based on Projected Cost based on el $30 i Caw participate population participation Brandon/Ortonv ille 15,474 4.64% ' 31 3.33% 1,042.88 749,19 $ 930.00 - $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% - 188 18.05% 2,597.64 4,080.15 $ 5,040.00 — $ 11,897.79 G rov eland 5,386 1.91% 8 0.64% 429,04 145,01 $ 180.00 $ 754_05 Ox fad TwpiVillage 18,882 ' 5.59% 18 - 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.89% 23 - 2.47% 154.40 555.85 $ 890.00 $ 1,400.28 Pontiac 88,089 20.40% 29 3.11% 4,588.92 700.88 $ 870.00 $ 8,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054. 24 $ 2,550.00 $ 5,396.35 -Rochester H ills 89,568 20.84% - 223 23,95% 4,688.60 5,389.37 $ 6,690.00 $ 16,707.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.82 120.84 $ 150.00 $ 383.48 - Waterford 71,385 21.38% 222 23.85% 4,809.71 5,365.20 $ 6,880.00 $ 16,834.91 While Lake 30,086 9.01% ' 121 13.00% 2,028.33 2,924.27 $ 3,630.00 $ 8,580.80 TOTAL 333,848 _ 100.00% 931 100.00% $ 22,500.00 22,500.00 $ 27,930.00 $ 72,930.00 (1) Administration and per car rate are established by the contract. (2) See 2005 NO HAZ Event and Educations,/ Operations and Hazardous Waste Disposition for details. (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 (4) population figures are based on SEMCOG population estimates for December 1, 2004 Page 1 of 1 Subj: NO HAZ information Date: 12Q9/2004 1:56:13 PM Eastern Standard Time From: To: Sent from the Internet Hello again (last time today I hope!), It was asked that I put together a summary of the main changes in the 2004 Interlocal agreement and the proposed 2005 Interlocal agreement Following are the main changes: Section 5.41 removed the proposed schedule, which would have been Exhibit A. Since the locations and dates have not been identified, the following language was inserted in Section 5.6: "Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board." Section 6.2 After the language that the county had gone out for bid and selected a househokl hazardous waste vendor in 2004,1 added: "The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the rd year, and with the conditions fisted in the initial proposal, for the 2005 NO HAZ program." Section 6.61 removed the entire section detailing the process for setting appointments for the collection days. Section 6.71 added that the person's name and estimates of the materials brought to a collection would be included on the survey administered at the collections. This is for billing purposes, since we usually obtained this information prior to collections when a resident was setting up an appointment. Section 8.2 I changed a lot of this section to reflect the new system that will be used to calculate the administrative charge to each community. 50% will be based on a community's population, and 50% will be based on the actual participation a community contributes to the overall participation of the Consortium. Section 8.2.1 I included in this section that a community would only be reimbursed if an event were held at a location owned by the community, not at a private site within the community. Other Exhibit A The projected costs are preliminary at this point. Exhibit B The administrative fee for 2005 is reduced to $45,000, based on holding two collection events, and eiminating the appointment process. Thanks, VVhitney IMMney Cako, Environmental Program Coordinator Oakland County Waste Resource Management 1200 N. Telegraph Road Executive Office Building, Room 102 Pontiac, MI 48341 phone: 248-858-2071, fax: 248-858-7898 Sunday, January 02, 2005 America Online: Irishcharl THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM RESOLUTION At a regular meeting of the Charter Township of Commerce, Oakland County, Michigan (the "Township"), held in the Township Hall on the 11th day of January, 2005 at 7:00 PM. PRESENT: Thomas K. Zoner, Susan L. Gross, Sandra S. Abrams, Robert J. Long, Rick Sovel, Daniel P. Munro and Debra N. Kirkwood ABSENT: The following preamble and resolution were offered by Abrams and supported by Gross WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale, and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program. and, WHEREAS, the NO HAZ Interlocal agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. Now Therefore be it Resolved: That our community, Charter Township of Commerce, hereby approves the attached NO HAZ Interlocal Agreement and authorizes its signature, and Be it Further Resolved: That we hereby appoint Thomas K. Zoner and Kelly J. Knight as our official representatives to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for Spring 2005. I hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the Township Board, at a regular meeting held on January 11, 2005. Upon a roll call vote for the adoption of the foregoing resolution, the vote was: AYES: Abrams, Gross, Munro, Sovel, Kirkwood, Zoner NAYS: Long • • ABSENT: None RESOLUTION DECLARED ADOPTED. STATE OF MICHIGAN ) ) ss. COUNTY OF OAKLAND) CLERK'S CERTIFICATE The undersigned, being the duly qualified and acting Clerk of the Charter Township of Commerce, Oakland County, Michigan, hereby certifies that (1) the foregoing is a true and complete copy of a resolution duly adopted by the Township Board at a regular meeting held on the 11 th day of January, 2005 at which meeting a quorum was present and remained throughout; (2) the original thereof is on file in the records in my office; (3) the meeting was conducted, and public notice thereof was given, pursuant to and in full compliance with the Open Meetings Act (Act No. 267, Public Acts of Michigan, 1976, as amended); and (4) minutes of such meeting were kept and will be or have been made available as required thereby. Sandra S. Abrams, Clerk Charter Township of Commerce Township Dated: 1 — — NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND CHARTER TOWNSHIP OF COMMERCE This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and the Charter Township of Commerce, 2840 Fisher Avenue, Commerce Township, MI 48390. ("MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1. INTRODUCTORY STATEMENTS. The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. 2. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1.1 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oaldand COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 2 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5.4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A and B referenced below, and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit A (ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defmed to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the 3 HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2 nd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. 7. MUNICIPALITY'S RESPONSIBILITIE$ 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. The MUNICIPALITY agrees to indemnify and hold harmless the COUNTY from and against any and all CLAIM(S) which arc imposed upon, incurred by, or 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the 6 PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 7 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. I I. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 13 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has expired under this section, the parties may only terminate this agreement as provided in Section 13 of this Agreement. 9 12.1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 12 above) and the COUNTY becomes contactually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 13. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this 10 AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgment in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances 11 beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in -kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers. captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall be addressed to: Thomas K. Zoner, , Supervisor, Charter Township of Commerce, 2840 Fisher Avenue, Commerce Township, Michigan 48390, with a copy to Adkison, Need & Allen, P.L.L.C., 39533 Woodward Avenue, Suite 210, Bloomfield Hills, Michigan 48304. 12 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court, Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 13 DATE: 3 - / 4 - .s" WITNESSED: EXECUTED: B tt9-4 .,(ja Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners IN WITNESS WHEREOF, Thomas K. Zoner, Supervisor, Charter Township of Commerce, hereby acknowledges that he has been authorized by a resolution of the Charter Township of Commerce Board of Trustees, a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT. EXECUTED: '7 DATE: Thomas K. Zoner,'S pe isor Charter Township of Commerce Sharon McClelland, Deputy Clerk Charter Township of Commerce IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. WITNESSED: Ruth Joitkon, Clerk Oakland County Register of Deeds DATE: -Os DATE: Cib 2161' m:‘ctcicontractsIno haztnorth oakland county household hazardous waste interlocal agrinnt.doc 14 EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management $ 2,400.00 Operational $ 4,100.00 Administration $ 21,344.00 Education and Outreach $ 17,156.00 TOTAL $ 45,000.00 2005 NO HAZ Hazardous Waste Disposition Car 70 lbs Per Car Fee $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated rcentage for budgeting purposes. (Per contractual agreement) 15 GO% of Admin Projecbad SO% of Adman Cost % of Total number of % of Total Coat FIXED Total Municipality Population VARIABLE Population care le Participation based on Projected Coat bowed on participate population participation Brandon/Ortonv ille 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060. 15 $ 5,040.00 $ 11, 697.79 ' G rov eland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Ox ford Tw p/Village 18,662 5.59% 18 1.93% 1,257. 74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.69% 23 2.47% ' 154.40 - 555.85 $ 690.00 $ 1,400. 26 Pontiac 68,089 20.40% 29 3.11% 4,588. 92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3. 52% 85 9.13% - 792.10 2,054. 24 $ 2,550.00 $ 5,396.35 Rochester H ills 69,568 20.84% 223 - 23.95% 4,688. 60 5,389. 37 $ 6,690. 00 $ 16, 76/.9 / Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46 Waterbrd 71,365 21.38% ' 222 23.85% 4,809.71 5,385.20 $ 6,660. 00 $ 16,834.91 Whits Lake 30,066 9.01% 121 13.00% 2,026.33 2, 924. 27 $ 3, 630. 00 $ 8,580.60 _ TOTAL 333,848 100.00% 931 100.00% $ 2Z500.00 $ 22,500.00 $ 27,930.00 _ $ 72,930.00 , (1) Administration and per car rate are established by the contract. (2) See 2005 NO HAZ Event and Eckicational Operations and Hazardous Waste Disposition for detaiLs. (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 (4) population figures are based on SEMCOG population estimates for December 1, 2004 16 THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale, and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program. and, WHEREAS, the NO HAZ Interlocal agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. Now Therefore be it Resolved: That our community, Grovela nri Township hereby approves the attached NO HAZ Interlocal Agreement and authorizes its signature, and Be it Further Resolved: That we hereby appoint Robert DePalma as our official representative to the NO HAZ Consortium Board, to work with the Oaldand County Waste Resource Management Division as needed to proceed with implementing a NO HAZ - prop-am for spring 2003. I hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the Grovleand Map_ Board , at a regular meeting held on .Tan, NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND [NAME OF MUNICIPALITY] This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and [Name and Address of Municipality] Grnvpland Tnwnship, 4695 Grange _Ball Road, Holly, Na 48442 ('MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." INTRODUCTORY STATEMENTS The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oaldand COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. 2. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1.1 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 2 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5.4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A, B and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A (ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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, mle, 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the 3 HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such pefsons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2 nd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR 'service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ -BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by , law or court order. 6.7 The COUNTY shall provide educational support for the Program. 7. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the 6 PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 8.2 The MLTNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 7 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.62 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has 9 expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 12.1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 11 above) and -the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MTJNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This 10 AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgement in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERNHTS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 11 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the • date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North 12 Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall be addressed to: 46S Laage ria-t BOaC1-1:1C 4844 27.3 Either Party may change the address and/or individual to which Notice is •sent by notifying the other Party in writing of the change. 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between 13 the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 14 WITNESSED: DATE: 1/11/05 IN WITNESS WHEREOF, Groveland iwp. hereby acknowledges that he has been authorized by a resolution of the Groveland nap. Boarteertified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT. EXECUTED:. Robert DePainia DATE: IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. EXECUTED: 1 L Q PliS06t4 Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners DATE: DATE: ic/Z/405-- WITNESSED: e , Johns Clerk, Register of Deeds County of Oakland 15 EXHIBIT A 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail ., - 11: — — —A n"..;} , •:: .- "••.. 0 it - or f ,2 r.'':-- i cr“6,n ,* , _2,Ar r ust FgACtli . , , of-Total.' ' `otalf; ostFIXEID . • ,.' Total unici pal ity .Population , ' ' -=, •j to , ,-,, ,-,--tolVw. 04VARIABL: Disposal , - 7opulation" cars 44to a p -atiori '" based on - ' .......--., ,,'kc-, ' ' /P ojected Cost 'based on CiT:-.$30 /i4Cai-' ,r,1 1 .s - pop-ulati ---- - . -,•, partict A 0. , --, ,- Brandon/Ortonville 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040.00 $ 11,697.79 Grov eland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Twp/Village 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 Rochester H ills 69,568 20.84% 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46 Waterford 71,365 21.38% 222 23.85% 4,809.71 5,365.20 $ 6,660.00 $ 16,834.91 White Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.000/u 931 100.00% $ 22,500.00 $ 22,500.00 $ 27,930.00 $ 72,930.00 • IIIIIIIIIIIIIIIIIIIIIIIIIIOIIIIIIIIIIIHIIIIIIIIIIIIII (1) Administration and per car rate are established by the contract. (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Disposition for details. (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 -(4) population figures are based on SEMCOG population estimates for December 1. 2004 16 EXHIBIT B 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management $ 2,400.00 Operational $ 4,100.00 Ad ministration $ 21,344.00 Education and Outreach $ 17,156.00 - TOTAL $ 45,000.00 2005 NO HAZ Hazardous Waste Disposition Car 5 70 lbs Per Car Fee I $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) kc. tYrt ( Richard Hartzell —JaYiet Overho Mayor City Clerk THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale; and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ); and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program; and WHEREAS, a NO HAZ Inter-local Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program; and WHEREAS, the NO HAZ Inter-local agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. NOW, THEREFORE BE IT RESOLVED, that the City of Orchard Lake Village, hereby approves the attached NO HAZ inter-local Agreement and authorizes its signature; and BE IT FURTHER RESOLVED, that we hereby appoint Janet Overholt Green as our official representative to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for spring 2005. I hereby certify that the forgoing is a true and complete copy of a resolution duly adopted by the City Council, at a regular meeting held January 18, 2005. NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND [NAME OF MUNICIPALITY] Ct \J1 4 L't C C- cc LK lit tke-ie This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and [Name and Address of Municipality] L k4-1-1 \I` :-1-\c-rci Le -t_L VN(\e\C ("MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1 INTRODUCTORY STATEMENTS 1.1 The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. 2. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 2 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5.4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A, B and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A ( ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the 3 HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions, The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2 nd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 6 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations, The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice 7 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10 HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 9 12. 1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 11 above) and the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this 10 AGREEMENT reflect this allocation of risk and the limitations of liability specified herein, 15.1 The COUNTY will use its best efforts and judgement in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein, The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances 11 beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in fill force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall be addressed to: 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 12 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 13 WITNESSED: Ruth Johifon Clerk, Register of Deeds County of Oakland RICHARD HARTZELL IN WITNESS WHEREOF, hereby acknowledges that he has been authorized by a resolution of the CITY COUNCIL , a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of ti,is AGREEMENT. DATE: 0,2 - O OS— EXECUTED: RICHARD HARTZELL WITNESSE JANT °VERO DATE: IN WITNESS WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. EXECUTED: iQ z3 tkCPAAtQ DATE: 1-1-29 -05 Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners 14 $ 2,400.00 $ 4,100.00 $ 21,344.00 $ 17,156.00 45,000.00 EXHIBIT A 2005 Projected NO HAZ Budget 12005 NO HAZ Program Cost Details Legal Management Operational Administration Education and Outreach TOTAL 2005 NO HAZ Hazardous Waste Disposition Car Per Car Fee 70 lbs $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) 3.33% 749.19 1,042.88 930.00 I $ 2,722.08 5,040.00 I $ 11,697.79 180.00 I $ 540.00 I $ 690.00 I $ 1,400.26 870.00 1 $ 6,159.78 2,550.00 1 $ 5,396.35 6,690.00 1 $ 16,767.97 150.00 1 $ 383.46 6,660.00 1 $ 16,834 91 3,630.00 1 $ 8,580.60 27,930.00 I $ 72,930.00 754.05 2,232.76 18.05% 4,060.15 2,597.64 429.04 145.01 0.64% 435.02 1.93% 2.47% 1,257.74 555.85 154.40 3.11% 700.86 4,588.92 9.13% 2,054.24 23.95% 0.54% 4,688.60 792.10 112.62 5,389.37 120.84 23.85% 5,365.20 4,809.71 13.00% 2,026.33 2,924.27 100.00% 22,500.00 $ 22,500.00 B randon/O rtonv ille 15,474 4.64% 31 Orchard Lake P ontiac 2,291 68,089 0.69% I 23 20.40% I 29 Rochester I 11,753 R ochester H ills I 69,568 Sylvan Lake I 1,671 Waterford 71,365 White Lake I 30,066 TOTAL I 333,848 3.52% I 85 20.84% I 223 0.50% I 5 21.38% I 222 9.01% I 121 100.00% I 931 6 C om m erce/W olv erine Lkl 38,543 11.55% 168 6,366 G rov eland 1.91% O xford Tw p/V illage 18,662 18 5.59% EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail (1) Administration and per car rate are established by the contract. (2) See 2005 NO HA Z Event and Educational O perations and Hazardous Waste Disposition for details. (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 (4) population figures are based on SE MCO G population estimates for December 1, 2004 16 Addison Township Administration ' costs for 2003 $2,016.00 *disposal- fee - 7.. (spring) $0.00 :lost disposal OOSt1 $350.00 400(2004 $2,366.00 host credits (2003) 41oSat fee :Oa $350.00 $840.00 $2,870.00 $70.00 $210.00 $280.00 $420.00 $665.00 Brandon Township Commerce Township Groveland Township City of Lake Angelus Oxford Township City of Orchard Lake City of Pontiac City of Rochester City of Rochester Hills Rose Township Springfield Township City of Sylvan Lake Waterford Township White Lake Township $4,609.00 $10,956.00 $1,899.00 $99.00 $5,232.00 $689.00 $20,439.00 $3,332.00 $21,082.00 $1,925.00 $4,149.00 $528.00 $22,431.00 $8,814.00 $500.00 $250.00 $500.00 $500.00 $500.00 $1,000.00 $500.00 $665.00 $4,655.00 $175.00 $770.00 $105.00 $10,815.00 $9,135.00 $1,120.00 $7,420.00 $490.00 $1 05.00 $1,505.00 $910.00 $700.00 $4,375.00 $6,685.00 $175.00 $1,015.00 $175.00 $8,400.00 $1,645.00 $1,960.00 $10,290.00 $560.00 $315.00 $1,785.00 $1,330.00 $1,365.00 $5,040.00 $11,340.00 $350.00 $1,785.00 $280.00 $19,215.00 $10,780.001 $6,569.00 $20,746.00 $2,209.00 $414.00 $7,017.00 $2,019.00 $21,304.00 $7,872.00 $32,422.00 $2,275.00 $5,434.00 $808.00 $40,646.00 $19,094.00 $108,200.00 * disposal costs= # of 'contractual' cars from municipality x $35.00 per car fee ** total cost was found by adding the actual admin. cost column and the spring and fall disposal fees and then subtracting any host credits $171,195.00 2004 NO•HAZ Billing Summary Admin. fee paid Actual Admin. Admin. Fee host credits *disposal **total cost Municipality (in spring) cost for 2004 Credit (2004) (spring) *disposal (fall) total due (2004) Brandon Township $4,183.04 $3,580.57 $602.47 $210.00 $1,200.00 $597.53 $4,990.57 Commerce Township $9,942.58 $8,510.59 $1,431.99 $500.00 $1,050.00 $4,620.00 $2,688.01 $13,680.59 Groveland Township $1,722.97 $1,474.82 $248.15 $30.00 $300.00 $51.85 $1,804.82 City of Lake Angelus $89.78 $76.85 $12.93 $30.00 $60.00 $47.07 $166.85 Oxford Township $4,748.10 $4,064.25 $683.85 $330.00 $660.00 -$23.85 $5,054.25 City of Orchard Lake $625.65 $535.54 $90.11 $210.00 $330.00 $239.89 $1,075.54 City of Pontiac $18,548.81 $15,877.30 $2,671.51 $500.00 $990.00 $360.00 -$2,811.51 $16,727.30 City of Rochester $3,023.46 $2,588.00 $435.46 $500.00 $1,470.00 $150.00 -$785.46 $3,708.00 City of Rochester Hills $19,132.21 $16,376.67 $2,755.54 $6,450.00 $2,160.00 -$595.54 $24,986.67 Rose Township $1,747.15 $1,495.51 $251.64 $120.00 $180.00 -$71.64 $1,795.51 City of Sylvan Lake $479.17 $410.16 $69.01 $60.00 $210.00 $140.99 $680.16 Waterford Township $20,356.27 $17,424.43 $2,931.84 $1,000.00 $4,350.00 $5,310.00 $1,378.16 $26,084.43 White Lake Township $7,998.37 $6,846.40 $1,151.97 $500.00 $2,070.00 $1,290.00 -$361.97 $9,706.40 * disposal costs= # of cars from municipality x $30,00 per car fee ** total cost was found by adding the actual admin. cost column and the spring and fall disposal fees and then subtracting any host credits 2004 NO HAZ Final Collection Report Percent of Percent of Appointments Percent of Total Municipality's Municipality's Municipality (Actual) Participation Population 'Population - ; Households Households Brandon 46 4.04% 15,050 0.31% 5,126 0.90% Commerce 190 16.67% 35,772 0.53% 12,754 1.49% Groveland 11 0.96% 6,199 0.18% 2,135 0.52% Lake Angelus 3 0.26% 323 0.93% 132 2.27% Oxford Twp. 33 2.89% 17,083- 0.19% 6,148 0.54% Orchard Lake 18 1.58% 2,251 0.80% 762 236% City of Pontiac 45 3.95% 66,736 0.07% 24,429 0.18% City of Rochester 55 4.82% 10,878- 0.51% 4,812 1.14% Rochester Hills 286 25.09% 68,835 0.42% 26,480 1.08% Rose 10 0.88% 6,286 0.16% 2,187 0.46% Sylvan Lake 9 0.79% 1,724 0.52% 827 1.09% Waterford 322 28.25% 73,239 0.44% 29,629 1.09% White Lake 112 9.82% 28,777 0.39% 10,324 1.08% TOTAL 1140 100.00% 333,153 125,745 Total Participation (Population) = Total Participation 0.342% (Households) 0.91% Donations Collected: $3,176.12 Collection Date Location Pounds Collected April 24, 2004 Waterford 9195 May 15, 2004 White lake 7130 May 22, 2004 Rochester 14413 June 12, 2004 Pontiac 4063 September 25, 2004 Commerce 10729 October 23, 2004 Waterford 16577 TOTAL 62107 Approximate Pounds / Actual Appt.= 54.5 Total Participation (Households) = 0.317% 0.845% 2003 NO HAZ Final Collection Report Percent of Percent of Appointments Percent of Total - Municipality's MUnicipality's .... ., . . Municipality <: ; (Actual) Participation ::, Population Population,, , f.Households . :- , Households Addison 7 0.62% 6,581 0.11% 2,230 0.31% Brandon 31 2.77% 15,050 0.21% 5,126 0.60% Commerce 174 15.52% 35,772 0.49% 12,754 1.36% Groveland 7 0.62% 6,199 0.11% 2,135 0.33% Lake Angelus 5 0.45% 323 1.55% 132 3.79% Oxford Twp. 34 3.03% 17,083 0.20% 6,148 0.55% Orchard Lake 23 2.05% 2,251 1.02% 762 3.02% City of Pontiac 23 2.05% 66,736 0.03% 24,429 0.09% City of Rochester 120 10.70% 10,878 1.10% 4,812 2.49% Rochester Hills 224 19.98% 68,835 0.33% 26,480 0.85% Rose 6 0.54% 6,286 0.10% 2,187 0.27% Springfield 23 2.05% 13,547 0.17% 4,694 0.49% Sylvan Lake 5 0.45% 1,724 0.29% 827 0.60% Waterford 288 25.69% 73,239 0.39% 29,629 0.97% White Lake 151 13.47% 28,777 0.52% 10,324 1.46% TOTAL 1121 100.00% 353,281 - 132,669 - Total Participation (Population) = Donations Collected: $3,308.00 • Collection Date• Location Pounds Collected May 3, 2003 White Lake 18538 June 7, 2003 Waterford 19243 June 28, 2003 Pontiac 7058 September 13, 2003 Commerce 12588 September 27, 2003 Springfield 4374 October 11, 2003 Waterford 15288 October 25, 2003 Rochester 17357 TOTAL 94446 84.3 Approximate Pounds / Actual Appt.= A,I12 §P! IVIAN W./2p C CLERK OF THE CITY OF PONTIAC, I (ir GAN RESOLUTION OF THE PONTIAC CITY COUNCIL State of Michigan) SS County of Oakland) City of Pontiac) WHEREAS, nineteen communities representing 333,848 residents of north Oakland County have expressed their desire to join together in an effort to provide regular, reliable household hazardous waste collection events to prevent toxic materials from entering our lakes, rivers, streams, water tables and landfills, and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, Oakland County has taken bids and negotiated a contract with a household hazardous waste collection vendor, and WHEREAS, the Interlocal Agreement has been modified to include administrative (fixed) costs and disposal (variable) costs; and WHEREAS, Pontiac's share of the administrative costs is $4,588.92 and its estimated variable costs are $700.86 (based upon 29 cars using the service @ $30.00 per car) and actual disposal costs of $870.00, and WHEREAS, funds for this program are available in the Sewer Fund; NOW, THEREFORE, BE IT RESOLVED, that the Pontiac City Council approves the final version of the Interlocal Agreement and authorizes its signature by the Mayor, and BE IT FURTHER RESOLVED, that the City Council approves the use of Sewer Fund monies in an amount not-to-exceed $6,159.78, capping the number of Pontiac residents' cars using the events at 29 during the term of the agreement. I, Vivian Spann, City Clerk of Pontiac, Michigan, do hereby certify that the foregoing is a true copy of a Resolution adopted by the Pontiac City Council at a regular meeting held on February 10 , 2005. Given under my hand and seal of The City of Pontiac, Michigan This llth day of February , A.D., 2005 NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF PONTIAC This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and City of Pontiac, 47450 Woodward Ave., Pontiac, Mi. 48342 ("MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1. INTRODUCTORY STATEMENTS The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1.1 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 2 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5,4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A, 13 and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A ( ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5,4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5,5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the 3 HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2'd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. 7. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 6 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 9 12.1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT, Once the agreement commences (as described in section 11 above) and the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY, Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this 10 AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgment in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances 11 beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall be addressed to: Richard Saincome, 55 Wessen St., Pontiac, Mi. 48341 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 12 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 13 DATE: Eayor EXECUTED: IN WITNESS WHEREOF, Mayor Willie W. Payne hereby acknowledges that he has been authorized by a resolution of the Pontiac City Council, a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGRE,EMENT. ' I EXECUTED: Willie W. Payn City of Pontiac WITNESSED: DATE: IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. WITNESSED: EL,G0-(6L/J Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners Ruth Johrebn Clerk, Register of Deeds County of Oakland DATE: q- 2 9- 0 S- DATE: crAA:: 14 EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management $ 2,400.00 Operational $ 4,100.00 Administration $ 21,344.00 Education and Outreach $ 17,156.00 TOTAL 45,000.00 2005 NO HAZ Hazardous Waste Disposition Car 5 70 lbs Per Car Fee $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail - , Projected- 50% of Admin 50%of Ad m i n: Cost % of Total number of % of Total Cost FIXED Total Municipality Population VARIABLE . .. . Population cars to Participation based on Projected Cost based on participate population participation Brandon/Ortonv lite 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040.00 11,697.79 G rov eland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Tw p/V i I lage 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870.00 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 Rochester H ills 69,568 20.84% 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46 Waterford 71,365 21.38% 222 23.85% 4,809.71 5,365.20 $ 6,660.00 $ 16,834.91 Whte Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.00% 931 100.00% $ 22, 500.00 $ 22, 500.00 $ 27,930.00 $ 72, 930.00 (1) Administration and per car rate are established by the contract. _........_ ..._,,.. _ (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Disposition for details. (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 I t (4) population figures are based on SEMCOG population estimates for December 1, 2004 16 EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details •Legal Management $ 2,400.00 Operational $ 4,100.00 Administration $ 21,344.00 Education and Outreach $ 17,156.00 TOTAL 45,000.00 2005 NO HAZ Hazardous Waste Disposition Car 5. 70 ins Per Car Fee $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail , -st.,.. Projected . 50% of Admit' 747° of Admin % of Total number of °A of Total Cost FIXED Cost Total Municipality Population •- VARIABLE Population cars to - Participation based on Projected Cost based on participate - population participation Brandon/Ortonv ille 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040.00 $ 11,697.79 Groveland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Tw p/Village 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 ' 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 Rochester Hills 69,568 20.84% 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sy lvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46_ Waterford 71,365 21.38% 222 23.85% 4,809.71 5,365.20 - $ 6,660.00 $ 16,834.91 White Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.00% 931 100.00% $ 22,500.00 $ 22,500.00 $ 27,930.00 $ 72,930.00 (1) Administration and per car rate are established by the contract. (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Disposition for details i _ (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 (4) population figures are based on SEMCOG population estimates for December 1, 2004 16 FA An• O'Connor, City Clerk Q1it zf 11.orkeoter 400 SIXTH STREET ROCHESTER, MICHIGAN 48307 TELEPHONE(248)651-9061 FAX (248) 651-2624 RESOLUTION NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM (No RAZ) WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic material from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale; and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium ;NO HAZ); and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program; and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the partiripating communities, and identifies Oakland County's role in administering and managing the NO HAZ program; and WHEREAS, the NO HAZ Interlccal Agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. NOW THEREFORE BE IT RESOLVED, that the Rochester City Council does hereby approve the attached NO HAZ Interlocal Agreement and authorizes the Mayor and City Clerk to sign on behalf of the City. I, Lee Ann O'Connor, the duly authorized Clerk of the City of Rochester do hereby certify that the foregoing is a true and correct copy of a resolution adopted by the Rochester City / Council on the 10 th day of January 2005. Recycled Paper Olitu of florizeoter 400 SIXTH STREET ROCHESTER, MICHIGAN 48307 TELEPHONE (248) 651-9061 FAX (248) 651-2624 RESOLUTION NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM (NO RAZ) WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and reqponsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program; and WHEREAS, the NO PAZ Interlocal Agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. NOW THEREFORE BE IT RESOLVED, that the Rochester City Council does hereby appoint Megan Greening, Assistant to the City Manager, as our official representative to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for 2005. I, Lee Ann O'Connor, the duly authorized Clerk of the City of Rochester do hereby certify that the foregoing is a true and correct copy of a resolution adopted by the Rochester City Council on the 10 th day of January 2005. Ali I ) / A / `AidIA Ann O' onnor, City Clerk Recycled Paper • CITY OF ROCHESTER MINUTES OF COUNCIL MEETING JANUARY 10, 2005 UNAPPROVED DRAFT COPY A regularly scheduled meeting of the City Council for the City of Rochester was called to order at 7:30 p.m. on Monday, January 10, 2005, by Mayor Karen Lewis, at 400 Sixth Street, Rochester, Michigan. PRESENT: Mayor Karen Lewis, Mayor Pro Tern David Becker, Councilmembers Stuart Bikson, William Gray, David Katulic (arrived 7:32) and Thomas Werth. ABSENT: Councilmember Penny Crissman. Gray moved, Becker seconded to approve the minutes and synopsis of minutes of the regular meeting held on December 20, 2004. YES: Lewis, Becker, Bikson, Gray and Werth. NO: None. ABSENT: Crissman and Katulic. Motion Carried. Council considered a request from the First Congregational Church, United Church of Christ, to utilize the Municipal Park on Sunday, June 26, 2005, to celebrate the church's 178 th Anniversary in Rochester. Councilmember Katulic arrived 7:32 p.m. Reverend Doctor David Wheeler was present and clarified that amplification would be used during the services in the Kiwanis Pavilion only. Werth moved, Gray seconded to approve the request from the First Congregational Church, United Church of Christ, to utilize the Municipal Park on Sunday, June 26, 2005, to celebrate the church's 178th Anniversary in Rochester, subject to coordinating the final details with Bruce Austin. YES: Lewis, Becker, Bikson, Gray, Katulic and Werth. NO: None. ABSENT: Crissman. Motion Carried. Council reviewed notice from the Detroit Water and Sewerage Department regarding Public Hearings on the proposed rates for fiscal year 2005-06 to be held on January 26, 2005 and February 10, 2005. Council considered a request from the Downtown Development Authority to sponsor the 2005 No Ordinary Sale on Friday and Saturday, January 28-29, 2005. Gray moved, Katulic seconded to approve the request from the Downtown Development Authority to sponsor the 2005 No Ordinary Sale on Friday and Saturday, January 28-29, 2005. YES: Lewis, Becker, Bikson, Gray, Katulic and Werth. NO: None. ABSENT: Crissman. Motion Carried. Council considered the 2005 NO HAZ Interlocal Agreement with Oakland County regarding household hazardous waste collections. UNAPPROVED DRAFraeOPY • CITY OF ROCHESTER COUNCIL MEETING MINUTES JANUARY 10, 2005 Werth moved, Katulic seconded to adopt a Resolution to approve the 2005 NO HAZ Interlocal Agreement with Oakland County for household hazardous waste collections. YES: Lewis, Becker, Bikson, Gray, Katulic and Werth. NO: None. ABSENT: Crissman. Motion Carried, Becker moved, Katulic seconded to adopt a Resolution to appoint Megan Greening, Assistant to the City Manager, as the City's representative to the NO HAZ Board. YES: Lewis, Becker, Bikson, Gray, Katulic and Werth. NO: None. ABSENT: Crissman. Motion Carried. Council considered an appointment to the Zoning Board of Appeals. Mayor Lewis directed staff to place the appointment to the Zoning Board of Appeals on the agenda for January 24, 2005. Council considered an appointment to the Board of Review. Council requested staff advertise for applicants on the City's website. Mayor Lewis directed staff to place the appointment to the Board of Review on the agenda for January 24, 2005. Council considered receipt of the Quarterly Financial Report through December 31, 2004. Katulic moved, Gray seconded to receive the Quarterly Financial Report through December 31, 2004. YES: Lewis, Becker, Bikson, Gray, Katulic and Werth. NO: None. ABSENT: Crissman. Motion Carried. Council discussed options for Mayor's Exchange for 2005. Gray moved, Werth seconded to participate in Mayor's Exchange for 2005 and authorize the Mayor and staff to arrange pairing with Holland or similar community. YES: Lewis, Becker, Bikson, Gray, Katulic and Werth. NO: None. ABSENT: Crissman. Motion Carried. Manager Johnson reminded Council that the 2005 Goals & Objectives meeting is scheduled for next Monday, January 17, 2005 at 7:30 p.m.. Werth asked if the East University bridge railings were completed. Becker asked if the aluminum railing on the East University bridge could be replaced with the more attractive green railing. Manager Johnson stated the aluminum railing may be a safety requirement but would look into it. Bikson mention the crosswalk light on Main Street near the Spartan Motel was still no working. Manger Johnson will follow up. UNAPPROWD DRAFT COPY 'CITY OF ROCHESTER COUNCIL MEETING MINUTES JANUARY 10, 2005 Bikson asked if the City had heard from the other communities regarding the OPC age issue. Attorney Cox stated that she had heard from both attorneys and they were preparing opinions for their respective Councils. Adjourned at 8:05 p.m. LEE ANN O'CONNOR, CITY CLERK KAREN LEWIS, MAYOR 1.1 1.7 NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF ROCHESTER This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and the City of Rochester, 400 Sixth Street, Rochester, Michigan 48307 ("MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1. INTRODUCTORY STATEMENTS The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. 2. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 2 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5.4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A, B and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A ( ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4,2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MLTNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the 3 HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5,8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2 nd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. 7. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 72 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 73 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR, 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY. subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 6 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 9 12.1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 11 above) and the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this 10 AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgement in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances 11 beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall be addressed to: City Manager, 400 Sixth Street, Rochester, Michigan 48307 12 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 13 ay or WITNESSED: WITNESSED: Ruth Johnstin Clerk, Register of Deeds County of Oakland DATE: 54 2./Or she IN WITNESS WHEREOF,Karen Lewi S hereby acknowledges that Ighas been authorized by a resolution of the Ci ty Council , a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT. EXECUTED: City Clerk DATE: /- /7 - DATE: 1 - I .7 -65 IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. EXECUTED: Pa12_ 111- DATE: Li - Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners 14 EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management Operational Administration Education and Outreach TOTAL 2005 NO HAZ Hazardous Waste Disposition Car Per Car Fee $ 2,400_00 $ 4,100.00 $ 21,344.00 $ 17,156.00 45,000.00 70 lbs $30.6-6 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail t Projected; 50% of Admin 50% of Admin Cost % of Total number of % of Total Cost FIXED Total Municipality Population VARIABLE . , Population cars to Participation based on based Projected Cost on participate population participation Brandon/Ortonville 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040.00 $ 11,697.79 Groveland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Twp/Village 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 Rochester Hills 69,568 20.84% 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46 VVcderford 71,365 21.38% 222 23.85% 4,809.71 5,365.20 $ 6,660.00 $ 16,834.91 White Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.00% 931 100.00% $ 22,500.00 $ 22,500.00 $ 27,930.00 $ 72,930.00 (1) Administration and per car rate am established by the contract. (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Disposition for details. I'll dr-tital r-rImmi mitt" e.yrm.nesr,c rie.tpirr;rinexi hv s LcarAci Thf4 houmnhold nartinination into n.ctimated baspAl on averaae narticiontion from 2003 & 2004 (4) population figures are based on SEMCOG population estimates for December 1, 2004 16 xiiiliget.A.44\ Rochester Hills t Certified Copy 4ss 7.7.4..iw Purchase: RES0009-2005 1000 Rochester Hills Drive Rochester Hills, MI 48309 (248) 656-4660 Home Page: www.rochesterhills.org File Number: 2004-0626 Enactment Number: RES0009-2005 Approval of North Oakland County Household Hazardous Waste (No-Haz) Interlocal 2005 Agreement between Oakland County and the City of Rochester Hills Whereas, the Rochester Hills City Council recognizes the continual need and is committed to the protection of the natural environment and the prevention of toxic materials from entering our waterways and landfills; and Whereas, a No-Haz Interlocal agreement has been drafted setting forth the administrative duties and obligations of the County, participating communities and the City of Rochester Hills under the No-Haz program. Now Therefore It Be Resolved that the Rochester Hills City Council hereby approves the attached I nterlocal Agreement and authorizes the Mayor to execute it. Be It Further Resolved that the Rochester Hills City Council authorizes a blanket purchase order to Oakland County in the amount not-to-exceed $25,000.00 for administration and collection costs of participation in the household hazardous waste program. I, Beverly Jasinski, City Clerk, certify that this is a true copy of RES0009-2005, passed at a Regular Rochester Hills City Council meeting held on 1/19/2005 by the following vote: Moved by Dalton, Seconded by Barnett, Aye: Hill, Barnett, Dalton, Duistermars, Holder and Raschke Absent: Robbins January 26, 2005 Beverlf JarObski, City Clerk Date Certified Rochester Hills Page 1 Printed on 1/25/2005 NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND City of Rochester Hills This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and City of Rochester Hills, 1000 Rochester Hills Dr., Rochester Hills 48309-3033. ("MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1. INTRODUCTORY STATEMENTS The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. 2. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1.1 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5.4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A, B and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A ( ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the 3 HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2'd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. 7. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 6 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 7 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 9 12.1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 11 above) and the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this 10 AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgement in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances 11 beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25, SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall be addressed to: 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 12 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 13 WITNESSED: Ruth Johns Clerk, Regisitr of Deeds County of Oakland IN WITNESS WHEREOF,Mayor Pat Somerville hereby acknowledges that she has been authorized by a resolution of the Rochester Hills City Council, a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT. - EXECUTED: L' DATE: A t;'; WITNESSED: 2-X7( -.,; DATE:7- IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. EXECUTED: BLQ lot )4q DATE: q-zet- 05- Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners DATE: C/Z/4) r 14 $ 2,400.00 $ 4,100.00 $ 21,344.00 $ 17,156_00 $ 45,000.00 EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management Operational Administration Education and Outreach TOTAL 2005 NO HAZ Hazardous Waste Disposition Car Per Car Fee 70 lbs $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail Projected 50% of Admin 50% of AdmIn Cst , % of Total number of % of Total Cost FIXED o ., Total Municipality Population VARIABLE Population cars to Participation based on Projected Cost based on • participate population participation ,. Brandon/Ortonv ille 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040.00 $ 11,697.79 Groveland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Twp/Village 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 . Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 ' 3.11% 4,588.92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054,24 $ 2,550.00 $ 5,396.35 Rochester Hills 69,568 20,84% 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46 Waterford 71,365 21.38% 222 23.85% 4,809.71 5,365.20 $ 6,660.00 $ 16,834.91 White Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.00% I 931 100.00% $ 22,500.00 $ 22,500.00 $ 27,930.00 $ 72,930.00 (1) Administration and per car rate are established by the contract. (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Disposition for details. (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 8, 2004 (4) population figures are based on SEMCOG population estimates for December 1, 2004 16 CITY of SYLVAN LAKE • 1820 Inverness, Sylvan Lake, MI 48320 • (248) 682-1440 • (248) 682-7721 Fax THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM At a regular City Council meeting held on January 12, 2005 at 8:00 p.m. in the Sylvan Lake Lutheran Church, located at 2399 Figa, West Bloomfield Township. Present: Conkey, Dzenko, Eriksen, Hunger, Lorenz Absent: None WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and meet Phase II Stormwater Protection requirements, encourage pollution prevention and enhance environmental health and safety in the home; and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program, and WHEREAS, the NO HAZ Interlace' Agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. In light of the foregoing, it was moved by Eriksen, seconded by Hunger, that the City of Sylvan Lake hereby approves the attached NO HAZ Interlocal Agreement and appoints the City Manager as our official representative to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for spring 2005. Yes: All No: None CiY1/1"LA-ALQ_, Den 'se Clipped, City Clerk I, the undersigned, duly qualified and acting City Clerk of the City of Sylvan Lake, Oakland County, Michigan, do hereby certify that the foregoing is a true and complete copy of a Resolution adopted by the City Council of the City of Sylvan Lake at a City Council meeting held on January 12, 2005, the original of which is on file in my office. IN WITNESS WHEREOF, I have hereunto affixed my office signature this 18th day of January, 2005. DeniLiise Clippert, City Clerk NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF SYLVAN LAKE This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and The City of Sylvan Lake ("MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1. INTRODUCTORY STATEMENTS 1.1 The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. 2. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 2 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR, 5.4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A, B and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A (ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the 3 HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2'd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 6 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 7 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MTJNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 9 12.1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 11 above) and the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this 10 AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgement in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 21. FORCE MAJEURE, Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances 11 beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 21 IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall be addressed to: Sylvan Lake City Hall, 1820 Inverness, Sylvan Lake, MI 48320 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 12 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 13 EXECUTED: DATE: WITNESSED: DATE: WITNESSED: Ruth John Clerk, Regikier of Deeds County of Oakland IN WITNESS WHEREOF, John Martin, City Manager, hereby acknowledges that he has been authorized by a resolution of the Sylvan Lake City Council, a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT. IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. EXECUTED: LA--C-k-;14 jet DATE: Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners q-21-o.5 DATE: 14 $ 2,400.00 $ 4,100.00 $ 21,344.00 $ 17,156.00 $ 45,000.00 lbs $30.00 EXHIBIT A 2005 Projected NO RAZ Budget 2005 NO HAZ Program Cost Details Legal Management Operational Administration Education and Outreach TOTAL 2005 NO HAZ Hazardous Waste Disposition Car Per Car Fee Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail 50% of Admin ,. Projected, 50% of Admin Cost % of Total number of % of Total Cost FIXED , . ti, Total Municipality Population VARIABLE Dispo , Population cars to Participation based on Projected Cost based on $30 * participate population participation B randon/Ortonv ille 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040,00 $ 11,697.79 Grov eland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Twp/Village 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 Rochester H ills 69,568 20.84% 223 23.95% 4,688.60 5,389,37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46 Waterford 71,365 21.38% 222 23.85% 4,809.71 5,365.20 $ 6,660.00 $ 16,834.91 White Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.00% 931 100.00% $ 22,500.00 $ 22,500.00 $ 27,930.00 $ 72,930.00 (1) Administration and per car rate are established by the contract. (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Disposition for details. (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 (4) population figures are based on SEMCOG population estimates for December 1, 2004 16 4 THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale, and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program. and, WHEREAS, the NO HAZ Interlocal agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. Now Therefore be it Resolved: That our community, Charter Township of Ila ter f ord , hereby approves the attached NO HAZ Interlocal Agreement and authorizes its signature, and Be it Further Resolved: That we hereby appoint Betty Fortino , Clerk as our official representative to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for 2005. I hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the Township Board , at a regular meeting held on January 10, 2005 . NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE CHARTER TOWNSHIP OF WATERFORD This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and The Charter Township of Waterford, Waterford, Michigan 48329 ("MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1. INTRODUCTORY STATEMENTS The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. 2. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1.1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4.5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5.2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. A 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5.4 "AGREEMENT"_means the terms and conditions of this AGREEMENT, Exhibits A, B and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A (ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event. The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees. AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such contracts include, but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2 nd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identifying information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. 7. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the 6 PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation. 8.4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 7 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9. MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. If the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send written notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has 9 expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 12.1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 11 above) and the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days' notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. 10 This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgement in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a Party shall furnish copies of any permit, license, certificate or governmental authorization to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 11 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties!), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25. SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires. 27. NOTICES. Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. 27.2 If Notice is sent to the MUNICIPALITY, it shall be addressed to: Betty Fortino, Clerk, 5200 Civic Center Drive, Waterford, Michigan 48329 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29.1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29.2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between 13 the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 14 DATE: /"..//1-- -1f-) WITNESSED: WITNESSED: Ruth John Clerk, Regiaer of Deeds County of Oakland . • IN WITNESS WHEREOF, hereby acknowledges that he has been authorized by a resolution of the , a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT. EXECUTED: „Te-64, DATE: / IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. EXECUTED: 1,c0 e 44 9(1 Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners DATE: DATE: EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management $ 2,400.00 Operational $ 4,100.00 Administration $ 21,344.00 Education and Outreach $ 17,156.00 TOTAL $ 45,000.00 2005 NO HAZ Hazardous Waste Disposition Car 70 lbs Per Car Fee $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO RAZ Program Cost Detail „ , . , pol IW---‹ I.'m r in - Projected 50/ot Adnln - Cost < % of Total , number of % of Total Cost FIXED , . , Total Municipality . Population :'-.,. - , .. -, , , VARIABLE , Cost Cost Population cars to Participation based on , , , , Projected,cost based on :A.391,P4r participate population participation Brandon/Ortonv ille 15,474 4.64% 31 3.33% 1,042.88 749.19 930.00 $ 2,722.08 Commerce/Wolv erine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040.00 $ 11,697.79 Grov eland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Two/Village 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 Rochester Hills 69,568 20.84% 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 383.46 Waterford 71,365 21.38% 222 23.85% 4,809.71 5,365.20 $ 6,660.00 $ 16,834.91 White Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.00% 931 100.00% 22,500.00 $ 22,500.00 $ 27,930.00 $ 72,930.00 , (1) Administration and per car rate are established by the contract. (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Disposition for details. I (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 1(4) population figures are based on SEMCOG population estimates for December 1, 2004 • Minutes of the Waterford Township Board Meeting, held January 10, 2005 at 6:30 PM in Town Hall Auditorium, 5200 Civic Center Drive, Waterford, Michigan. PRESENT: Carl W. Solder, Supervisor Betty Fortino, Clerk Dee A. Minton, Treasurer Todd A. Fox, Trustee David J. Maloney, Trustee Bette O'Shea, Trustee ABSENT: Stan Moore, Trustee OTHERS PRESENT: John Topolewski Steve Ryan Bea Stephenson Chris Brakke Liz Sorles Eileen KowaII Joe Latozas Delores Condon Fred Stephenson Sue Brakke Tom Middleton Bob Duschinske Mike Karageusian Michael Kupelian John Makowski David Elliston Dan McCaw Curt Motsinger Tom Selhost Linda Makowski Carol Elliston Dennis Pittman Supervisor Carl Solden called the meeting to order at 6:30 PM. Rev. Curt Motsinger of Shepherd Fellowship Church led an ecumenical prayer on behalf of the Board. Supervisor Solden then led the Pledge of Allegiance. Moved by O'Shea, Supported by Fox, RESOLVED, to approve the agenda, adding Economic Development Corporation appointment to (existing) no. 6 under New Business. Motion carried unanimously. Moved by O'Shea, Supported by Maloney, RESOLVED, to approve the December 13, 2004 regular minutes and the December 15, 2004 special meeting minutes as printed. Motion carried unanimously. Nfrti-iptes of Township Board meeting, held January 10, 2005 2 Moved by Fox, Supported by Minton, RESOLVED, to approve the payment of the bills for January 10, 2005. A list of bills is attached to these minutes. Motion carried unanimously. Supervisor Solden expressed appreciation for the volunteers of Michigan Spotlight, our weekly community television program. Honorees include Mr. David Elliston, Mr. John Makowski, Mr. Chris Brakke, Mr. Paul Pietrofesa, Ms. Marcia Tschirhart, Ms. Delores Condon, Mr. Michael Kupelian. The following reports were presented: Police Dept, December, 2004 Treasurer Dept, November, 2004 Moved by O'Shea, Supported by Fox, RESOLVED, to receive the foregoing reports. Motion carried unanimously. Township Attorney Peter Donlin presented the following amendment to the Code of Ordinances for First Introduction: AMENDMENT TO CODE OF ORDINANCES It is ordained that Chapter 11, "Offenses", Article IV, Division 2, "Theft", be amended, in part, to read as follows: Sec. 11-101 Larceny of Property (A) It is a violation of this code for any person within the township to steal, take, carry away, obtain by deceit, trick or conversion any money, goods, chattels, property or services of another person or entity where such property has any personal or market value. (B) Violation of this section is punishable by imprisonment for not more than 93 days, or a fine of not more than $500.00 dollars, or both, in the discretion of the Court. This Amendment shall become effective 30 days following publication in accordance with the manner prescribed by law. Minules of Township Board meeting, held January 10, 2005 Moved by O'Shea, Supported by Maloney, RESOLVED, to approve the foregoing amendment to the Code of Ordinances, Chapter 11, Article IV, Division 2, Theft, for First Introduction, publish it in the newspaper and place on the next agenda for Final Adoption. Motion carried unanimously. Clerk Betty Fortino presented the following resolution: RESOLUTION AUTHORIZING CLERK TO SUBMIT GRANT APPLICATION WHEREAS, the Waterford Township Board wishes to apply to the Michigan Secretary of State for a grant to purchase an optical scan voting system and related election management system software to comply with the Help America Vote Act (HAVA); WHEREAS, the Waterford Township Board has chosen to submit a grant application for a new optical scan voting system in 2005; WHEREAS, the Oakland County Clerk must have this resolution as proof of authority for entering into upcoming grant agreements with the State by the end of January, 2005 in order to meet the wishes of the majority of the local clerks in this county that Oakland County qualify for ordering the new voting system in the 051 order period in early February, 2005; NOW, THEREFORE, BE IT RESOLVED, that the Waterford Township Clerk is authorized to submit the grant application on behalf of the Township of Waterford, Oakland County, on this tenth day of January, 2005. Moved by Minton, Supported by O'Shea, RESOLVED, to approve the foregoing resolution authorizing the Clerk to apply for a grant for new voting system equipment. Motion carried unanimously. A Lot Split for 3390 Floretta had been denied and was on the agenda for consideration/appeal. Community Planning and Development Division Head Larry Lockwood presented the following: As you may recall, this appeal came before the Township Board on December 13, 2004. Discussion occurred regarding the fact that the proposal to split off an additional parcel from this property did not meet minimum ordinance requirements. 3 The property and surrounding area is zoned R-1A, Single Family Residential District and requires an average lot width of 70 ft. for a newly created parcel. In addition, the Nttn,utes of Township Board meeting, held January 10, 2005 Lockwood memo continued: maximum depth to width ratio for any newly created parcel shall not exceed 3:1. Section 15-105, Article V, Platted Lot Splits states that in no event shall the officials designated herein (the administrative review committee) approve the division or the partitioning of any such lots into more than four (4) parts, each of which shall, in regards to width, depth and area, conform to the provisions of the Zoning Ordinance. Another ordinance provision for this district requires a minimum sideyard setback of 10 feet from a dwelling unit to a side property line. The original survey showed a proposal for a 65 ft. wide parcel (Parcel "A") along with the required sideyard setback from the existing home of 10 ft. The applicant has now prepared a revised drawing showing proposed Parcel "A" to have an average width of 70 ft. but, with a sideyard setback from the existing home to the proposed property line of 5 ft. This decrease to 5 ft. would require a variance from the Zoning board of Appeals. It should be noted that although the proposed parcel still does not meet the maximum depth to width ratio, the split as proposed would be in character with developed lots or parcels on the same side of Floretta. Therefore, staff would not be opposed to granting the necessary variance regarding the depth to width ratio. However, if it is the Township Board's decision to grant the creation of this new parcel, it should be done with the stipulation that the approval is contingent upon the applicant receiving the necessary variances involving the proposed reduced sideyard setback from the Zoning Board of Appeals. The following draft motion of approval is provided for your consideration: Draft Motion of Approval: To grant the appeal of the administrative denial of the proposed lot split for 3390 Floretta conditioned upon the applicant applying for and receiving all necessary variances relative to the proposed sideyard setback from the existing home to the newly created property line. If however, the ZBA does not grant the necessary variances, the lot split denial would be upheld. Staff will be in attendance at Monday's meeting to answer any questions that may arise. As always, if you have nay questions in advance of the meeting, please feel free to contact this office. Moved by Fortino, Supported by O'Shea, RESOLVED, to grant the appeal of the administrative denial of the proposed lot split for 3390 Floretta conditioned upon the applicant applying for and receiving all necessary variances relative to the proposed side yard setback from the existing home to the newly created property line. Motion carried unanimously. 4 Minutes of Township Board meeting, held January 10, 2005 Supervisor So!den presented the following memo: Please place on the agenda for the January 10, 2005 Township Board Meeting the following: • Appreciation to the volunteers of Michigan Spotlight. • The reappointment of Ralph Woznick to the Zoning Board of Appeals as an alternate, term to expire December 31, 2007. Moved by Fortino, Supported by Minton, RESOLVED, to concur with the Supervisor and approve Ralph Woznick to the Zoning Board of Appeals as an alternate, term to expire December 31, 2007. Motion carried unanimously. Fiscal and Human Resource Director Rob Seeterlin presented the following: Attached is a resolution authorizing a study group to explore the possibility of transferring the 51 st District Court to Oakland County. A similar resolution is being presented to the Board of Commissioners. In our preliminary discussions with County Administrators, we discussed the political feasibility of making the transfer. As the resolution points out the process involves agreement by the Township and County as well as the eventual approval of the State Legislature and Governor. Based on this, I believe it is best to have both the County and Township Board's approve the formation of the study group. I recommend that the Township appoint the Court Administrator and myself to the study group. The Board may also want to appoint a member of the Township Board to participate in the research and study group meetings. The appointment of the study group in no way authorizes or approves the transfer. The group is tasked with evaluating the complex financial and policy issues involved with the transfer and reporting its findings back to the respective Boards. Please contact me should you have any questions on this matter. Resolution authorizing a Study of the Transfer of the Administration of 51 6' District Court to Oakland County WHEREAS Waterford Township has approached members of the Board of Commissioners and County administration concerning the possibility of transferring the Waterford District Court to Oakland County; and WHEREAS should all parties in interest agree, the transfer would require approvals from the Waterford Township Board, Oakland County Board of Commissioners and the State Legislature and Governor; and I . 5 4. 141 Minutes of Township Board meeting, held January 10, 2005 6 Court study continued; WHEREAS before any such transfer could be considered by the parties in interest, financial and programmatic analyses should be performed in order that an informed decision could be made. NOW, THEREFORE, BE IT RESOLVED, that the Waterford Township Board of Trustees authorizes the creation of the Waterford Township District Court Review Study Group to explore the financial and programmatic implications of transferring the Township's District Court to Oakland County; and BE IT FURTHER RESOLVED that the Study Group be comprised of representatives of the Township administration and District Court (to be appointed by the Township), the Board of Commissioners (to be appointed by the Chairperson of the Board of Commissioners), and County administration (to be appointed by the County Executive) with a report on this matter due back to the Board of Trustees no later than 90 days after the passage of this resolution. Moved by Fortino, Supported by O'Shea, RESOLVED, to approve the foregoing resolution authorizing a study be done of whether to transfer the administration of 51 st District Court from the Township to the County, and assign Fiscal & Human Resource Director Rob Seeterlin and Court Administrator Jennifer Marlinga to the panel. Motion carried unanimously. Environmental Coordinator Stacey St. James presented the following: THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale, and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and ni4tes of Township Board meeting, held January 10, 2005 NO HAZ resolution continued: WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program and, WHEREAS, the NO HAZ Interlocal agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium, NOW, THEREFORE, be it resolved, that our community, Waterford Township, hereby approves the attached NO HAZ Interlocal Agreement and authorizes its signature, and BE IT FURTHER RESOLVED, that we hereby appoint Betty Fortino, Township Clerk , as our official representative to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for spring 2005. Note: Due to its length, the NO HAZ Inter-local Agreement is attached to these minutes. Moved by O'Shea, Supported by Fortino, RESOLVED, to approve the foregoing resolution for the NO HAZ Interlocal Agreement 2005 and appoint Betty Fortino, Clerk as our representative and Environmental Coordinator Stacey St. James as staff person on the NO HAZ Consortium Board. Motion carried unanimously. Supervisor Solden made the following recommendations for committee appointments: Please place on the agenda for the January 10, 2005 Township Board Meeting the following: THE APPOINTMENTS OF THE TOWNSHIP BOARD TRUSTEES TO THE VARIOUS BOARDS: • Cable Commission, the appointment of Trustee Todd Fox Appointments continued: • General Employees Pension, the appointment of Treasurer Dee Minton • Hess Hathaway Park Committee, appointment of Trustee Bette O'Shea • Library Advisory Board, the appointment of Trustee Todd Fox • Planning Commission, the appointment of Trustee Bette O'Shea • Police & Fire Pension Board, appointment of Treasurer Dee Minton 7 Betty Fortino; Clerk Irnwtes of Township Board meeting, held January 10, 2006 R. LAKE BOARDS • Huntoon Lake Board, the appointment of Treasurer Stan Moore Lake Oakland, the appointment of Treasurer Dee Minton • Pontiac Lake Board, the appointment of Treasurer Dee Minton Rainbow Lake Board, the appointment of Trustee Stan Moore • Scott Lake Board, the appointment of Treasurer Dee Minton • Van Norman Lake Board, the appointment of Trustee Stan Moore • Watkins Lake Improvement Board, the appointment of Clerk Betty Fortino THE REAPPOINTMENTS OF DONNA ELLIOTT, NORRIS MILLER AND JAMES SCHELL TO THE BOARD OF REVIEW, TERMS TO EXPIRE, JANUARY 1, 2007. Moved by Fortino, Supported by Fox, RESOLVED, to concur with the Supervisor and approve the foregoing Board of Trustee appointments, concurrent with terms of office. In addition, to reappoint Donna Elliott, Norris Miller and James Schell to the Board of Review, terms to expire January 1, 2007, and to appoint Dave Maloney to the Economic Development Corporation. Motion carried unanimously. Moved by Fox, Supported by Maloney, RESOLVED, to adjourn the meeting at 6:55 PM. Motion carried unanimously. 8 Carl W. So!den, Supervisor WHITE LAKE TOWNSHIP OAKLAND COUNTY, MICHIGAN RESOLUTION TO SUPPORT THE NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE CONSORTIUM WHEREAS, the northern cities, villages, and townships in Oakland County are committed to protection of the natural environment and preventing toxic materials from entering our waterways and landfill resources; and WHEREAS, the improper handling and disposal of toxic and poisonous household chemicals also pose a health risk to our citizens; and WHEREAS, recognizing there is a need to provide regular and easily accessible household hazardous waste collection services to North Oakland County residents; and WHEREAS, collection events for household hazardous waste have become widely accepted as the best way to provide citizens with a safe method of disposal of these toxic and poisonous household chemicals, and for the communities to realize the economies of scale; and WHEREAS, Oakland County, through its Waste Resource Management Division, has joined these northern Oakland County Communities in creating the North Oakland County Household Hazardous Waste Consortium (NO HAZ), and WHEREAS, the NO HAZ consortium has developed a household hazardous waste collection program, and WHEREAS, a NO HAZ Interlocal Agreement has been drafted to address necessary legal, liability, and responsibility issues for both the County and the participating communities, and identifies Oakland County's role in administering and managing the NO HAZ program, and WHEREAS, the NO HAZ Interlocal agreement establishes a NO HAZ advisory board to assist and advise Oakland County in the development of the NO HAZ consortium. Now Therefore be it Resolved: That our community White Lake Township, hereby approves the attached NO HAZ Interlocal Agreement and authorizes its signature, and Be it Further Resolved: That we hereby appoint Supervisor Kowall as our official representative to the NO HAZ Consortium Board, to work with the Oakland County Waste Resource Management Division as needed to proceed with implementing a NO HAZ program for spring 2005. AYE: 7 NAYS: ABSENT: 0 RESOLUTION DECLARED ADOPTED. STATE OF MICHIGAN ) ss. COUNTY OF OAKLAND I, the undersigned duly qualified Township Clerk of the Charter Township of White Lake. Oakland County. Michigan, do certify the foregoing is a true and complete copy of a resolution duly adopted by the Township Board of the Charter Township of White Lake at a meeting held on the llth day of January, 2005. Carol J. Burkard, Clerk Charter Township of White Lake NORTH OAKLAND COUNTY HOUSEHOLD HAZARDOUS WASTE INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND WHITE LAKE TOWNSHIP This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("COUNTY"), and White Lake Township, 7525 Highland Road, White Lake, Michigan 48383 ("MUNICIPALITY"). In this AGREEMENT the COUNTY and the MUNICIPALITY may also be referred to individually as "Party" or jointly as "Parties." 1. INTRODUCTORY STATEMENTS The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterway and landfill resources. 1.2 In order to accomplish this goal, there is a need to provide regular and easily accessible household hazardous waste collection services to north Oakland COUNTY residents. 1.3 These northern cities, villages and townships have sought the COUNTY'S assistance in coordinating a household hazardous waste collection program. 1.4 The COUNTY has agreed to assist these communities by coordinating and facilitating this AGREEMENT in order to form a comprehensive household hazardous waste management program. 1.5 This interlocal AGREEMENT will allow participating communities to obtain economic benefits of scale, without placing an undue burden on any one community, in the provision of a coordinated program of household hazardous waste collection and disposal. Residents of these communities will enjoy access to a coordinated, frequent, convenient, ongoing collection program supported by an aggressive educational program regarding the hazards of household hazardous wastes and their proper re-use and disposal. PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967. 1967 PA 7, MCL 124.501 et seq., the COUNTY and the MUNICIPALITY enter into this AGREEMENT for the purpose of developing a comprehensive household hazardous waste management program ("Program") that will meet the following goals and objectives. 1.1 1 3. GOALS OF THE PROGRAM: 3.1 To provide regular, reliable and easily accessible household hazardous waste collection services to the residents of northern Oakland COUNTY. The Program will help prevent toxic materials from entering Oakland COUNTY'S waterways, water tables, and landfill resources and help to remove them from potentially hazardous situations in area households. 3.2 To establish, coordinate, and promote an educational program to inform residents about re-use, return, and reduction of potentially hazardous materials, bolster community spirit, and educate residents about environmentally sensitive behavior in general. 4. OBJECTIVES OF THE PROGRAM: 4.1 Increase public awareness of return, disposal, and source reduction options. 4.2 Initiate a reliable, regular, and convenient collection program for household hazardous waste collection; 4.3 Promote knowledge of program requirements; 4.4 Help divert significant quantities of household hazardous materials from landfills, 4,5 Help return significant quantities of potentially household hazardous materials to point of purchase or recycling outlets for proper disposition; and 4.6 Collect data about the amount and type of household hazardous materials in north Oakland COUNTY and their ultimate disposition. NOW THEREFORE, in consideration of the mutual promises, obligations, representations, and assurances in this AGREEMENT, the Parties agree to the following: 5. DEFINITIONS. The following words and expressions used throughout this AGREEMENT, whether used in the singular or plural, within or without quotation marks, or possessive or non-possessive, shall be defined, read, and interpreted as follows: 5.1 "ACCEPTABLE HAZARDOUS WASTE" shall be defined as any and all forms of HAZARDOUS WASTE that the HAZARDOUS WASTE VENDOR specifically agrees to collect and properly dispose of and/or recycle at any and all collection events throughout this program. 5,2 "ADMINISTRATIVE COSTS" shall be defined as any and all Program costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid by the COUNTY in the administration of this program. ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS are mutually exclusive cost categories. 2 5.3 "AGENT" OR "AGENTS" of the COUNTY or the MUNICIPALITY, shall be defined to include any and all of that Party's 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, 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. AGENT shall also include any person who was an AGENT at any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. AGENT, as defined for any purpose in this AGREEMENT, shall NOT include the HAZARDOUS WASTE VENDOR. 5.4 "AGREEMENT" means the terms and conditions of this AGREEMENT, Exhibits A, B and C referenced below and any other mutually agreed to and properly executed modification, amendment, addendum, or change order. 5.4.1 Exhibit. A (ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS) 5.4.2 Exhibit B (Population statistics and estimates of percentage of total participation in program contributed by MUNICIPALITY used to calculate ADMINISTRATIVE COSTS of this program for participating MUNICIPALITIES). 5.5 "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, 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, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes 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 MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the AGREEMENT. 5.6 "COLLECTION SCHEDULE" means the dates scheduled for hazardous waste collection services throughout North Oakland County. Oakland County will schedule dates and times for hazardous waste collection services for the 2005 year program in cooperation with the NO HAZ Board. 5.7 "COLLECTION SITE PROTOCOL" shall be a clearly defined set of operating procedures for every scheduled hazardous waste collection event. This protocol shall clearly define the duties and responsibilities of the 3 HAZARDOUS WASTE VENDOR, COUNTY, and MUNICIPALITY at each collection event. The protocol shall clearly provide that the HAZARDOUS WASTE VENDOR is solely responsible for the collection, sorting, transport and proper disposition of all ACCEPTABLE HAZARDOUS WASTE collected at an event, The COUNTY has developed this protocol in consultation with the NO HAZ VENDOR and NO HAZ BOARD, and will update as needed or requested by the parties 5.8 "COUNTY" means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.9 "HAZARDOUS WASTE VENDOR" shall be defined as the vendor selected by the COUNTY to perform hazardous waste collection services on behalf of participating municipalities. The HAZARDOUS WASTE VENDOR will conduct and oversee household hazardous waste collection events throughout northern Oakland County. The vendor will be responsible for all core operations at each event including receiving and handling of household hazardous wastes, waste characterization, manifestation and ultimate disposition of materials collected. The vendor will assume all liability for ACCEPTABLE HAZARDOUS WASTE once collected. 5.10 "HAZARDOUS WASTE COLLECTION COSTS" shall be defined as any and all actual amounts paid to the HAZARDOUS WASTE VENDOR by the COUNTY on behalf of participating MUNICIPALITIES for the collection and disposal of ACCEPTABLE HAZARDOUS WASTE. 5.11 "MUNICIPALITY" as defined above also includes, without limitation, its Council, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, AGENTS, subcontractors, volunteers, and/or any such persons' successors. 5.12 "NORTH OAKLAND HOUSEHOLD HAZARDOUS WASTE ADVISORY BOARD" ("NO HAZ BOARD") means an advisory board made up of one appointed representative from each participating MUNICIPALITY. This board shall provide counsel and recommendations to the COUNTY regarding the operation and administration of this Program. 6. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this AGREEMENT, and applicable changes in law, the COUNTY shall carry out the following: 6.1 The COUNTY shall be responsible for development and operation of the Program and shall enter into contracts for the benefit of the Program. Such 4 contracts include. but are not limited to, a contract with the HAZARDOUS WASTE VENDOR. 6.2 The COUNTY prepared a Request for Proposal (RFP) that was used to solicit bids from potential HAZARDOUS WASTE VENDORS for the program, based on established program terms and conditions. The COUNTY used its best efforts to select a HAZARDOUS WASTE VENDOR for the program in 2004. The COUNTY will exercise its ability to renew the contract with the 2004 HAZARDOUS WASTE VENDOR selected, at the prices listed for the 2'd year, and with the conditions listed in the initial proposal, for the 2005 NO HAZ program. 6.3 The COUNTY, together with the NO HAZ BOARD, will monitor the services and activities of the HAZARDOUS WASTE VENDOR in order to insure that all terms and conditions of the HAZARDOUS WASTE VENDOR contract are satisfied. The COUNTY will take whatever steps are reasonably necessary, in its sole discretion, to modify or correct a deficiency in the HAZARDOUS WASTE VENDOR service and/or to enforce or terminate the agreement in the event of default by the • HAZARDOUS WASTE VENDOR. 6.4 The COUNTY shall be responsible for selecting dates and locations for hazardous waste collection services with the recommendation of the NO HAZ BOARD. 6.5 The COUNTY, in consultation with the HAZARDOUS WASTE VENDOR and NO HAZ BOARD, shall develop a COLLECTION SITE PROTOCOL for hazardous waste collection events within the MUNICIPALITY. 6.6 The COUNTY, in consultation with the NO HAZ BOARD, shall formulate a survey to be filled out by MUNICIPAL residents upon their arrival at a scheduled collection event. This survey will require residents to provide their name, address (including street, city or township and zip code) and an estimate of the types and quantities of materials that they are bringing to the collection. Information gathered by way of this survey shall only be used by the COUNTY for reasons directly related to the administration of the NO HAZ program which include, but are not limited to, the calculation of HAZARDOUS WASTE COLLECTION COSTS for each MUNICIPALITY participating in this AGREEMENT. All personal identify' ing information collected from MUNICIPAL residents shall be confidential and will not be released by the County except as required by law or court order. 6.7 The COUNTY shall provide educational support for the Program. 7. MUNICIPALITY'S RESPONSIBILITIES 7.1 Upon approval of this agreement, The MUNICIPALITY shall appoint a MUNICIPAL AGENT to the NO HAZ BOARD to represent its interests. This Board member shall be available to assist the COUNTY, as necessary, in the administration of the program within the MUNICIPALITY. 5 7.2 The MUNICIPALITY shall assign a sufficient number of MUNICIPAL AGENTS to work at a collection event in accordance with the COLLECTION SITE PROTOCOL. 7.3 The MUNICIPALITY shall assist the COUNTY and HAZARDOUS WASTE VENDOR in the set-up and operation of hazardous waste collection events within the MUNICIPALITY. Such assistance may include the provision of MUNICIPAL employees to oversee parking at the event, traffic control and the provision of facility access for all hazardous waste collection events within the MUNICIPALITY. 7.4 At each collection event within the MUNICIPALITY, MUNICIPAL AGENTS shall have each program participant fill out the survey provided by the COUNTY. The MUNICIPALITY shall provide these surveys to the COUNTY for purposes of calculating HAZARDOUS WASTE COLLECTION COSTS for participating MUNICIPALITIES. 7.5 The MUNICIPALITY further agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by a MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/ or other allowances of reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protections and benefits, any employment taxes and/or 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, constitutional or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. 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 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 Paragraph. 7.6 Neither the MUNICIPALITY nor the COUNTY is responsible for handling or disposing of household hazardous waste. This function will be performed solely by the HAZARDOUS WASTE VENDOR. 8. FINANCIAL RESPONSIBILITIES. 8.1 The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to pay the HAZARDOUS WASTE COLLECTION COSTS and ADMINISTRATIVE COSTS of the PROGRAM. The MUNICIPALITY shall repay the COUNTY in the following manner. 6 8.2 The MUNICIPALITY shall repay the COUNTY a percentage of the total ADMINISTRATIVE COST of the PROGRAM. The MUNICIPALITY'S share of administrative costs under the program shall be the sum total of two different calculations. The first calculation, based upon MUNICIPAL population figures, represents half of the MUNICIPALITIES share of ADMINISTRATIVE COSTS under the program. This figure shall be based upon total MUNICIPAL population compared to the overall population of participating MUNICIPALITIES program-wide. For purposes of illustration without limitation, if the MUNICIPALITY consists of 1,000 residents and there are a total of 10,000 MUNICIPAL residents served program-wide, then the MUNICPALITY would pay 10 (ten) percent of this half of the PROGRAM'S total ADMINISTRATIVE COST. The second half of the MUNICIPALITY'S total ADMINISTRATIVE COST shall be the percentage of total MUNICIPAL participation compared to the overall participation of residents program-wide. For purposes of illustration without limitation, if 1000 MUNICIPAL residents participate in the program and there are a total of 10,000 MUNICIPAL residents participating program-wide, then the MUNICIPALITY would pay 10% of this half of the ADMINISTRATIVE COST. 8.2.1 If a MUNICIPALITY hosts a hazardous waste collection event as part of this program at one of its own sites, the MUNICIPALITY shall be reimbursed by the COUNTY out of the program's administrative budget. The amount of money provided to reimburse a MUNICIPALITY for hosting a collection event shall be a set amount and will be determined by the NO HAZ BOARD once formed. Any expenses incurred by a MUNICIPALITY which are beyond the amount determined by the NO HAZ BOARD to be appropriate for a collection event shall be the sole responsibility of the MUNICIPALITY. 8.3 The MUNICIPALITY shall also repay the COUNTY a portion of the HAZARDOUS WASTE COLLECTION COSTS. The HAZARDOUS WASTE COLLECTION COST will be all costs paid by the COUNTY to the HAZARDOUS WASTE VENDOR for collecting and disposing of a MUNICIPAL resident's hazardous waste material. The MUNICIPALITY may cap its HAZARDOUS WASTE COLLECTION COSTS by limiting the number of MUNICIPAL residents that may participate in collection events. The MUNICIPALITY shall advise the COUNTY of any such limitation upon MUNICIPAL resident participation, 8,4 The COUNTY shall submit an invoice to the MUNICIPALITY itemizing all amounts due under this AGREEMENT for its share of ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS. The MUNICIPALITY shall pay the invoice submitted to the COUNTY within thirty (30) days after receipt of the invoice. 7 8.5 Except as expressly provided in this AGREEMENT, the COUNTY is not responsible for any cost, fee, fine or penalty incurred by the MUNICIPALITY in connection with this AGREEMENT. 8.6 MUNICIPALITY'S Failure to Pay 8.6.1 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the COUNTY Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund ("DTRF") or any other source of funds due the MUNICIPALITY in the possession of the COUNTY, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the COUNTY, or its officials, for any such amounts paid to the COUNTY. 8.6.2 To the maximum extent provided by law, should the MUNICIPALITY fail, for any reason, to timely pay the COUNTY the amounts required under this AGREEMENT, the MUNICIPALITY agrees that upon notice from the Oakland COUNTY Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the COUNTY. Such funds shall be paid directly to the COUNTY. Further, the MUNICIPALITY waives any CLAIMS against the State or COUNTY, or their respective officials, for any such amounts paid to the COUNTY. 8.6.3 Neither of these provisions shall operate to limit in any way the COUNTY'S right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the COUNTY under this AGREEMENT. The remedies in this paragraph are available to the COUNTY on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. 9, MUNICIPALITY INDEMNIFICATION OF COUNTY. 9.1 The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss, or damage connected to or resulting from any work done by the MUNICIPALITY and/or any MUNICIPALITY AGENT'S under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENTS following direct instructions from COUNTY AGENT(S). 8 10. HAZARDOUS WASTE VENDOR INDEMNIFICATION OF THE MUNICIPALITY. 10.1 The COUNTY shall seek the following indemnification for participating MUNICIPALITIES within the HAZARDOUS WASTE VENDOR CONTRACT: 10.1.1 "The Contractor will protect, defend and indemnify all Municipalities participating in the North Oakland County Household Hazardous Waste Program, together with their officers, agents, servants, volunteers, and employees from any and all liabilities, claims, liens, demands, and costs, of whatever kind and nature which may result in injury or death to any persons, and for loss or damage to any property, including property owned or in the care, custody or control of participating MUNICIPALITIES in connection with or in any way incident to or arising out of the occupancy, use, service operations, performance, or non- performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Contractor, any sub-contractor, or any employee, agent or representative of the Contractor or subcontractor. 11. LENGTH OF AGREEMENT. This AGREEMENT shall remain in effect for one year after the effective date of the HAZARDOUS WASTE VENDOR CONTRACT or until cancelled or terminated by either Party pursuant to Section 12 below. if the MUNICIPALITY terminates this AGREEMENT after the program has commenced but before the expiration of the HAZARDOUS WASTE VENDOR CONTRACT, it shall nevertheless remain liable for its share of the ADMINISTRATIVE and HAZARDOUS WASTE COLLECTION COSTS for the one-year term of the Agreement. 12. COMMENCEMENT OF AGREEMENT. This agreement shall not become binding upon either party until such time as the COUNTY becomes contractually obligated or owing to a HAZARDOUS WASTE VENDOR. Forty-five (45) calendar days before the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the COUNTY will send a copy of the proposed HAZARDOUS WASTE VENDOR contract, to the MUNICIPALITY for review. Along with a copy of the proposed HAZARDOUS WASTE VENDOR CONTRACT, the COUNTY will also send vvritten notice to the MUNICIPALITY of its estimated ADMINISTRATIVE and HAZARDOUS WASTE VENDOR COSTS under the program. If the MUNICIPALITY concludes, in its sole discretion, that the cost of the program is too high or that indemnification and/or insurance specifications within the HAZARDOUS WASTE VENDOR CONTRACT are inadequate, the MUNICIPALITY shall notify the COUNTY, in writing, within 45 calendar days of the date of the COUNTY'S notice regarding costs of the program that it will not participate in the program. The MUNICIPALITY'S participation shall be cancelled upon the timely receipt of such notice. After the 45 calendar days notice period has expired under this section, the parties may only terminate this agreement as provided in Section 12 of this Agreement. 9 12.1 The COUNTY reserves the right, at any time before it becomes contractually obligated to the HAZARDOUS WASTE VENDOR, to unilaterally cancel this agreement if it determines, in its sole discretion, that the number of participating MUNICIPALITIES is too small to economically support the cost of this program. 13. TERMINATION OR CANCELLATION OF AGREEMENT. Once the agreement commences (as described in section 11 above) and the COUNTY becomes contractually obligated to the HAZARDOUS WASTE VENDOR, the parties may only terminate this AGREEMENT as provided below: 13.1 Either Party may terminate or cancel this AGREEMENT for any reason upon thirty (30) days notice. The effective date for termination or cancellation shall be clearly stated in the notice. If the MUNICIPALITY terminates this AGREEMENT after commencement of the program, it shall nevertheless remain liable for its share of the ADMINISTRATIVE COSTS and HAZARDOUS WASTE COLLECTION COSTS for the term of this Agreement. 13.2 The COUNTY may cancel this AGREEMENT at any time should the MUNICIPALITY "default" on any obligation under this AGREEMENT. "Default" is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon default, the COUNTY shall notify the MUNICIPALITY in writing of any default and provide the MUNICIPALITY with an opportunity to correct the situation. If after a reasonable period to cure the default, the MUNICIPALITY has not corrected the circumstances giving rise to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in this program. 14. SUSPENSION OF SERVICES. Upon notice to the MUNICIPALITY and the NO HAZ ADVISORY BOARD the COUNTY may immediately suspend this AGREEMENT if the MUNICIPALITY has failed to reasonably comply, within the COUNTY'S sole discretion, with federal, state, or local law, or any requirements contained in this AGREEMENT. The right to suspend services is in addition to the right to terminate or cancel this AGREEMENT contained in Section 12. The COUNTY shall not incur penalty, expense, or liability if services are suspended under this Section. 15. LIMITATION OF LIABILITY. Except as expressly provided otherwise in this AGREEMENT, in no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages incurred by the other party whether in any action in contract or tort, whether or not the other Party has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total HAZARDOUS WASTE COLLECTION COSTS paid by the MUNICIPALITY to the COUNTY. This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this 10 AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 15.1 The COUNTY will use its best efforts and judgement in selecting a qualified and reputable HAZARDOUS WASTE VENDOR for this program. The MUNICIPALITY agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes, negligence, or omissions in the bid specifications, the bid procedure, the bid award process, the HAZARDOUS WASTE VENDOR contract negotiation process, the preparation or execution of the HAZARDOUS WASTE VENDOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the HAZARDOUS WASTE VENDOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT, the HAZARDOUS WASTE VENDOR relationship to the COUNTY shall be that of an Independent Contractor and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the HAZARDOUS WASTE VENDOR. 16. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this AGREEMENT does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right, in favor of any other person or entity. 17. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this AGREEMENT, including, but not limited to, the policies, procedures, rules and regulations attached as Exhibits to this AGREEMENT, and properly promulgated amendments to those Exhibits. 18. DISCRIMINATION. The Parties shall not discriminate against their employees, AGENTS, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 19. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this AGREEMENT, all licenses, permits, certificates, and governmental authorizations necessary to perform all its obligations under this AGREEMENT Upon request, a party shall furnish copies of any permit, license, certificate or governmental authorizaiion to the requesting Party. 20. RESERVATION OF RIGHTS. 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. 21. FORCE MAJEURE. Each Party shall be excused from any obligations under this AGREEMENT during the time and to the extent that a Party is prevented from performing due to causes beyond such Party's control, including, but not limited to, an act of God, war, acts of government (other than the Parties'), fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances 11 beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event, 22. IN-KIND SERVICES. This AGREEMENT does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 23. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this AGREEMENT without the prior written consent of the other Party. A delegation, subcontract and/or assignment made without the prior written consent of the other Party is void. 24. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this AGREEMENT shall constitute a waiver of those rights with regard to any existing or subsequent breach of this AGREEMENT. No waiver of any term, condition, or provision of this AGREEMENT, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this AGREEMENT. No waiver by either Party shall subsequently effect its right to require strict performance of this AGREEMENT. 25, SEVERABILITY. If a court of competent jurisdiction finds a term, or condition, of this AGREEMENT to be illegal or invalid, then the term, or condition, shall be deemed severed from this AGREEMENT. All other terms, conditions, and provisions of this AGREEMENT shall remain in full force. 26. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this AGREEMENT are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this AGREEMENT. Any use of the singular or plural number, any reference to the male, female, or neuter genders, and any possessive or non-possessive use in this AGREEMENT shall be deemed the appropriate plurality, gender or possession as the context requires, 27. NOTICES, Notices given under this AGREEMENT shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing Zrst class or certified U.S. mail. 27.1 If Notice is set to the COUNTY, it shall be addressed and sent to: Oakland County Department of Waste Resource Management, 1200 North Telegraph Road, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341. If Notice is sent to the MUNICIPALITY, it shall be addressed to: Mr. Mike Kowall, Supervisor, White Lake Township, 7525 Highland Road, White Lake, Michigan 48383 772 12 27.3 Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 28. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This AGREEMENT shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any CLAIM arising under or related to this AGREEMENT shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 29. AGREEMENT APPROVAL AND AMENDMENT: 29,1 This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the County Board of Commissioners and governing Legislative Body of the MUNICIPALITY and shall also be filed with the office of the Clerk for the County and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 29,2 Except as expressly provided herein, this AGREEMENT may be amended only by concurrent written resolutions of the County Board of Commissioners and the governing Legislative Body of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage, or custom shall be deemed to amend or modify this AGREEMENT. 30. ENTIRE AGREEMENT. This AGREEMENT constitutes the complete and entire AGREEMENT between the COUNTY and MUNICIPALITY and fully supersedes any and all prior AGREEMENTS or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further'agreed that the terms and conditions herein are contractual and are not a mere recital and that are no other AGREEMENTS, understandings, contracts, or representations between the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 31. CONCLUSION: For and in consideration of the mutual promises, acknowledgements and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and MUNICIPALITY hereby agree to be bound by the above terms and provisions. 13 EXECUTED: DATE: EXECUTED: k/al uuk,t,i) Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: IN WITNESS WHEREOF, Mike Kowa11, Supervisor, hereby acknowledges that he has been authorized by a resolution of the White Lake Township Board of Trustees a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT. WITNESSED: c1Shi,LA ,Ait106-6 DATE:1111-4 1 0 G IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, 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 AGREEMENT on behalf of the County of OAKLAND and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT. Ruth Johyon Clerk, Register of Deeds County of Oakland DATE: 4/ — DATE: 14 $ 2,400.00 $ 4,100.00 $ 21,344.00 $ 17,156.00 $ 45,000.00 70 lbs $30.00 EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management Operational Administration Education and Outreach TOTAL 2005 NO RAZ Hazardous Waste Disposition Car Per Car Fee ; Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO [[AZ Program Costs 2005 NO 11AZ Program Cost Detail ,.. 0,0 min.:, -,,, . - - Projected ' /.,.o .dtu - Cost -,- !IP., otal .. _ / of Total number o of 1Total Cost FIXED Municipality Population VARIABLE' - P0150110iiin cars to arti@iblatibn based b , -.-„,---,'-:,.:J-_ -Pro etteb±COst 4 ,,..-, - ' . -_-; ' participate population ..,_.,:-.. a rap •O .. _.a, . . . -.--•-•'-, . Brandon/Ortonv ille 15,474 4.64• 31 3.33% 1,0,42.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolv erine Lk 38,543 11.55% 168 18.05% 259764 4,060.15 $ _ 5,040.00 $ 11,697.79 Grov eland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 ......_ Oxford Two/Village 18,662 5.59% 18 1.93% 1,257.74 435.02 $ 540,00 $ 2,232.76- Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870,00 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 Rochester H ills 69,568 20.84%' 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150,00 $ 383.46-1 Waterford 71,365 21.38% 222 23.85% 4,809 71 5,365.20 $ 6,660.00 $ 16,834.91 White Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580 60 TOTAL 333,848 100.00% 931 100.00% 22,500.00 $ 22,500.00 $ 27,930.00 $ 72,930.00 1 (1) Administration and per car rate are established by the contract. . 1 s (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Prsposition for details. In) Actual community expenses determined by usage The household Participation - rate estimated based on average particination from 2003 & 2004 (4) population figures are based on SEMCOG population estimates for December 1, 2004 16 EXHIBIT A 2005 Projected NO HAZ Budget 2005 NO HAZ Program Cost Details Legal Management $ 2,400.00 Operational $ 4,100.00 Administration $ 21,344.00 Education and Outreach $ 17,156.00 TOTAL $ 45,000.00 2005 NO HAZ Hazardous Waste Disposition -tar 0 lbs Per Car Fee $30.00 Actual community expenses are determined by usage. The household participation rate is an estimated percentage for budgeting purposes. (Per contractual agreement) EXHIBIT B 2005 Projected NO HAZ Program Costs 2005 NO HAZ Program Cost Detail •, •t6-'- t 11 =i, . „ . -,- " Cdt4 • Total IVIunIcipailty pulatIon • ,t. .;i 4' ,.," i AE11.1 ,..,- . 13OOulatIcit; tr ca -,,,,, i ,1 ', 74' ,,, ,` ' 4 Projected Cost ' god Ari :c. jaarti_F.1t, °tau ititibn - '-'‘ parti cipation . B randon/0 di:my ille 15,474 4.64% 31 3.33% 1,042.88 749.19 $ 930.00 $ 2,722.08 Commerce/Wolverine Lk 38,543 11.55% 168 18.05% 2,597.64 4,060.15 $ 5,040.00 $ 11,697.79 -Groveland 6,366 1.91% 6 0.64% 429.04 145.01 $ 180.00 $ 754.05 Oxford Two/Village 18,662 5.59% 18 1.93% 1,257.74 , 435.02 $ 540.00 $ 2,232.76 Orchard Lake 2,291 0.69% 23 2.47% 154.40 555.85 $ 690.00 $ 1,400.26 Pontiac 68,089 20.40% 29 3.11% 4,588.92 700.86 $ 870.00 $ 6,159.78 Rochester 11,753 3.52% 85 9.13% 792.10 2,054.24 $ 2,550.00 $ 5,396.35 Rochester Hills 69,568 20.84% 223 23.95% 4,688.60 5,389.37 $ 6,690.00 $ 16,767.97 Sylvan Lake 1,671 0.50% 5 0.54% 112.62 120.84 $ 150.00 $ 383.46 Waterford 71,365 21.38% 722 23.85% 4,809.71 5,365.20 $ 6,660.00 $ 16,834.91 While Lake 30,066 9.01% 121 13.00% 2,026.33 2,924.27 $ 3,630.00 $ 8,580.60 TOTAL 333,848 100.00% 931 100.00% $ 22,500.00 22,500.00 $ 27,930_00 $ 72,930.00 (1) Administration and per car rate am established by the contract. (2) See 2005 NO HAZ Event and Educational Operations and Hazardous Waste Disposition for details. (3) Actual community expenses determined by usage. The household participation rate estimated based on average participation from 2003 & 2004 (4) population figures are based on SEMCOG population estimates for December 1, 2004 i , Ruth-75ffris5n, County Clerk Resolution #05083 April 28, 2005 Moved by Crawford supported by Melton the resolutions on the Consent Agenda be adopted and the report be confirmed. AYES: Coulter, Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter, Scott, Suarez, Wilson, Woodward, Zack, Bullard, Coleman. (24) NAYS: None. (0) A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted and the report was confirmed. •••n•• STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on April 28, 2005 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 28th day of April, 2005.