HomeMy WebLinkAboutResolutions - 2018.12.06 - 30909ommissioner Philip Weipert, District #8
Chairperson, Planning and Building Committee
MISCELLANEOUS RESOLUTION #18390 November 14, 2018
BY: Commissioner Philip Weipert, Chairperson, Planning and Building Committee
IN RE: WATER RESOURCES COMMISSIONER — CHARTER TOWNSHIP OF HIGHLAND WATER
SYSTEM OPERATION AND MAINTENANCE AGREEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Charter Township of Highland has a water system currently operated and maintained
through Oakland County by the office of the Water Resources Commissioner on a non-profit basis; and
WHEREAS the Charter Township of Highland desires to engage the County to continue to operate and
maintain its water system on a non-profit basis pursuant to the terms of an operation and maintenance
agreement; and
WHEREAS Oakland County, by and through the office of the Water Resources Commissioner, has
qualified personnel capable of providing water operations and maintenance services; and
WHEREAS the terms of an agreement for the operation and maintenance of the Charter Township of
Highland water system by Oakland County through the office of the Water Resources Commissioner have
been negotiated, set forth in writing, and approved by resolution of the Charter Township of Highland's
Board of Trustees on October 10, 2018.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves the Charter Township of Highland Water System Operation and Maintenance Agreement.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its
Chairperson or designee to execute the Charter Town Orplif Highland Water System Operation and
Maintenance Agreement.
Chairperson, on behalf of the Planning and Building/Corcimittee/Ilmove the adoption_of the foregoing
resolution.
PLANNING AND BUILDING COMMITTEE
Motion carried unanimously on a roll call vote.
CHARTER TOWNSHIP OF HIGHLAND
WATER SYSTEM
OPERATION AND MAINTENANCE AGREEMENT
THIS AGREEMENT is made and entered into as of the 10th day of October, 2018,
by and between the COUNTY OF OAKLAND, a Michigan constitutional corporation
("County"), whose address is 1200 N. Telegraph, Pontiac, Michigan, 48341 and the CHARTER
TOWNSHIP OF HIGHLAND, a Michigan municipal corporation, whose address is 205 N. John
Street, Highland, Michigan, 48357 ("Township"), In this Agreement, either the County and/or the
Township may also be referred to individually as a "Party" or jointly as "Parties."
Recitals:
WHEREAS, the Township owns a water supply system, which includes water mains and
related appurtenances which shall collectively be known as the Charter Township of Highland
Water Supply System, as set forth in the attached Exhibit A and as it may be expanded or
altered from time to time (the "System"); and,
WHEREAS, the Township desires to engage the County to operate and maintain the
System on behalf of the Township on a non-profit basis and in accordance with the terms and
conditions set forth for in this Agreement; and,
WHEREAS, the County, by and through the Office of the Oakland County Water
Resources Commissioner ("WRC"), has qualified personnel capable of providing water
operations and maintenance services; and,
WHEREAS, the Michigan Constitution of 1963, Article 7, § 28, and the Urban
Cooperation Act of 1967, being MCL 124.501, et. seq. (the "Act 7"), authorizes a political
subdivision to exercise jointly with any other political subdivision any power, privilege or
authority which such political subdivisions share in common with which each might exercise
separately; and,
WHEREAS, pursuant to resolutions adopted by their respective legislative bodies, the
Parties each have been authorized to execute this Agreement for the Services according to the
terms and conditions of this Agreement,
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NOW, THEREFORE, in consideration of these premises and the mutual promises,
representations, and agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the County and the
Township mutually agree as follows:
Article I. Statement of Authority and Purpose.
1.1 Authority. Pursuant to Act 7 of 1967, and any other applicable laws of the State of
Michigan, the County and the Township enter into this Agreement to establish terms and
conditions for the operation and maintenance of the System. Each Party agrees to take
all actions reasonably necessary to effectuate the objectives set forth in this Agreement.
1,2 Purpose. The purpose of this Agreement is to authorize the County to operate and
maintain the System on behalf of the Township on a non-profit basis and in accordance
with the Services detailed in Exhibit B attached hereto. In exchange for the Services, the
County shall be reimbursed for its Costs and Overhead from the Revenue collected and
deposited in the System Enterprise Fund maintained by the County on behalf of and for
the benefit of the Township.
Article II. Definitions.
In addition to the above defined terms (i.e. "County", "Township", "WRC", "Party" and "Parties')
and any terms defined in other sections of this Agreement (e.g., "Services"), the Parties agree
that the following words and expressions, whether used in the singular or plural, possessive or
non-possessive, and/or either within or without quotation marks, shall be defined and interpreted
as follows:
2,1 "Agreement" shall mean each of the various provisions and parts of this document,
including all attached Exhibits and any amendments thereto, as may be executed and
approved by the Parties.
2.2 "Cost(s)" shall be defined as the labor, including statutory and customary fringe benefits,
overtime, material and supplies, power and utility services, vehicle/equipment rental and
subcontractor services devoted to the Services as defined in this Agreement.
2.3 "Contractor" shall be defined as an independent contractor engaged by the County to
perform the Services and responsibilities necessary to carry out the objectives under this
Agreement.
2.4 "County Agent" or 'County Agents" shall be defined as any and all Oakland County
elected officials, appointed officials, directors, board members, commissioners,
authorities, other boards, committees, commissions, employees, managers,
departments, divisions, volunteers, agents, representatives, and/or any such persons'
successors or predecessors (whether such persons act or acted in their personal
representative or official capacities), and/or any persons acting by, through, under, or in
concert with any of them, excluding the Township and/or any Township Agents, as
defined herein.
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2.5 "Claim(s)" shall be defined to include any and all alleged claims, complaints, demands
for relief or damages, lawsuits, and causes of action, whether in law or equity, tort,
contract, or otherwise, by third parties, arising out of the ownership, operation,
maintenance of the System, but does not include claims between the Parties.
2.6 "Overhead" shall be defined to include the following: all allocation of the labor cost,
including statutory and customary fringe benefits, of personnel responsible for
administering this contract or supervising the work performed in connection with this
Agreement; an allocation of expenses of the WRC; and an allocation of indirect costs of
Oakland County charged to the WRC for support services, such as (but not limited to)
legal, personnel, accounting, computer support, and insurance/risk management. The
Overhead expense allocations and methodology are set forth in Exhibit C.
2.7 "Rates and Charges" shall be defined as the charges and other fees, such as late fees,
connection charges, capital charges, meter charges, assessed against and paid by the
users of the System for the services provided by the Township, including without
limitation the Services provided pursuant to this Agreement, as periodically established
by resolution of the Township.
2,8 "Revenue" shall be defined as the funds derived from the Rates and Charges assessed
against and paid by customers or users of the System, and other sources of revenue,
such as grants,
2.9 "State" shall be defined as the "State of Michigan," a sovereign governmental entity of
the United States, and shall also include within its definition any and all departments or
agencies of State government.
2.10 "System Enterprise Fund" shall be defined as the account for the System established
and maintained by the County on behalf of the Township.
2.11 "Township Agent" or "Township Agents", shall be defined to include any and all
Township officers, elected officials, appointed officials, directors, board members,
council members, authorities, boards, committees, commissions, employees, managers,
departments, divisions, volunteers, agents, representatives, consultants, and/or any
such persons' successors or predecessors (whether such persons act or acted in their
personal, representative, or official capacities), and/or any persons acting by, through,
under, or in concert with any of them, excluding the County and/or any County Agents,
as defined herein.
2,12 "WRC Personnel" as used in this Agreement shall be defined as a specific subset of,
and included as part of the larger group of County Agents as defined above, and
assigned by the County to work in the Office of the Oakland County Water Resources
Commissioner as shown in the County budget and/or personnel records of the County.
Article Ill. County Responsibilities; WRC Operation and Maintenance Services.
3.1 Services. The County agrees to perform the operation and maintenance services for the
System (all of the following being referred to in this Agreement as the "WRC Services" or
"Services") as set forth in Exhibit B attached to this Agreement.
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(a) The Services to be provided by the County to the Township under this
Agreement shall be performed by the County's "WRC Personnel" and/or
Contractor. The County will maintain and designate a sufficient number of County
Agents and WRC Personnel, having sufficient qualifications, in order to carry out
and provide the Services under and in accordance with this Agreement.
However, the County will give due consideration to any input received from the
Township concerning the number and charges of Contractors and WRC
Personnel assigned to provide Services for the System.
(b) The County shall be responsible for furnishing all WRC Personnel and
Contractors with all job instructions, job descriptions and job specifications and
shall in all circumstances control, supervise, train or direct all WRC Personnel in
the performance of any and all Services under this Agreement. The County shall
remain the sole and exclusive employer of all County Agents and WRC
Personnel.
(c) This Agreement is neither intended, nor shall it be interpreted, to create, change,
or otherwise affect or control, in any manner any employment right, privilege,
benefit, or any other term or condition of employment, of any kind or nature
whatsoever, in, upon, or for any County Agent or WRC Personnel. Except as
expressly provided for under the terms of this Agreement and/or laws of this
State, no County Agent or VVRC Personnel, while such person is currently and/or
actively employed by the County shall be employed or utilized to perform any
other services by or for the Township during the term of this Agreement. This
section shall not prohibit the Township from employing any person who was a
former County Agent but is no longer employed in that cape Township by the
County.
3.2 System Capital Replacement Expenditures. The County shall not expend funds from the
System Enterprise Fund for capital replacement or improvement projects without prior
approval from the Township.
3.3 Establish Reserves. The County may establish a reserve for system emergencies,
system replacement, or other purposes with the consent of the Township.
3.4 Independent Contractor. At all times and for all purposes under the terms of this
Agreement, the County and/or any and all County Agents' legal status and relationship
to the Township shall be that of an Independent Contractor.
3.5 Insurance - County. The County will endeavor to obtain and to maintain for the duration
of this Agreement the following insurance coverages with insurance companies licensed
to do business in the State of Michigan, but only if such insurance coverage is
commercially available. it is understood and agreed, that all costs, including the
premium, self-insured retention or deductible, shall be included as a System Cost:
(a) Professional Liability or Errors and Omissions with limits of $10,000,000 per
occurrence and $15,000,000 aggregate.
(b) Commercial General Liability with limits of $10,000,000 per occurrence and
$15,000,000 aggregate.
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(c) Certificates of Insurance.
So long as the Township maintains current on its annual premium for the
coverage outlined herein, it shall be a Named Insured under the policy.
(d) Non-Exclusivity and Limitations of Insurance Coverage, it is understood by the
Township, that the insurance coverages set forth herein and obtained and
maintained by the County is not exclusive to this Agreement. Meaning, that the
County may purchase and maintain the insurance coverages to insure the
County (its respective elected officials, officers, employees, and agents) against
such Claims arising from the County Services provided under this Agreement, as
well as similar Services the County provides to other municipal public
corporations. As such, the Township, along with other participating municipal
corporations, will share in the cost of the insurance premium paid by the County.
To this end, the County agrees to reasonably allocate the premium paid for the
insurance to the various water and sewer systems operated and maintained by
the County, including the Township'sSystem, and provide reasonable justification
for the allocation of said cost to the Township. In addition, it is understood and
agreed, that the purchase of insurance and payment of the premium (as a
System Cost), does not guarantee insurance coverage for any Claim. All policies
set forth herein are subject to the terms, conditions, and limitations set forth in
the insurance policies. As such uninsured Claims shall be and remain a System
Cost. Moreover, insured Claims arising from the County's Services to a municipal
water and sewer system, other than the Township's System, may limit or possibly
eliminate coverage of a Claim arising from the County's Services under this
Agreement. In the event of such an occurrence, it is understood that an
otherwise insured Claim that is in excess of any valid and collectible insurance
rights/policies, shall be and remain a System Cost.
3.6 Permit Assistance. The County will assist the Township in the procurement of all
permits, guarantees, warranties, easements, licenses, and other similar approvals and
consents necessary to operate and maintain the System received by or granted to the
Township as the owner of the System.
3.7 Regulatory Compliance. The County will supervise all regulatory compliance and
financial transactions, except for the enforcement of the Township's ordinances or
regulations.
3.8 Disbursing Funds. Upon request from the Township for the dispersal of funds from the
System Enterprise Fund, the County shall promptly disburse funds to the Township in
the amount and manner requested, provided that the balance remaining in the System
Enterprise Fund is adequate for the operation and maintenance of the System.
Article IV. Township's Responsibilities.
4.1 Ordinance — Rates and Charges. The Township has adopted or shall hereafter adopt
one or more ordinances or resolutions as are necessary under the terms of the
Agreement, which provides the Rates and Charges sufficient to provide the Revenue
necessary to reimburse the County for its Costs and Overhead related to the Services
provided by the Agreement; and provide for the billing and collection of the Rates and
Charges pertaining to the System.
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4.2 Ordinance — Enforcement. The Township is responsible for enforcement of the
Township's ordinances and regulations relating to the System.
4.3 Capital Replacement of System. The Township shall be responsible for expenditures for
all capital replacement of System components.
4,4 Testing and Sampling Fees; Consultant Fees. The Township agrees that the term Costs
includes, but not limited to, fees for testing, sampling, engineering services or studies,
hydrological studies, master planning, capital improvements, as well as all of the costs
related to procurement of the same, are a Cost which may be accounted for in the Rates
and Charges.
4.5 Permits - Township. The Township will be responsible for procuring, and in accordance
with their respective terms, all permits, guarantees, warranties, easements, licenses,
and other similar approvals and consents necessary to operate and maintain the System
received by or granted to the Township as the owner of the System.
4.6 Township - Insurance.
(a) It shall be the responsibility of the Township to determine and obtain real
and personal property insurance with limits that the Township in its
discretion, deems necessary and appropriate for the System and
components of the System. To the extent permitted by law, and subject to
the availability of funds necessary for the County to operate and maintain
the System, the Township may include as a System Cost, the Township's
cost of insurance, including any premium, self-insured retention or
deductible. The County shall disburse funds to the Township from the
System Enterprise fund upon request from the Township to pay for the
cost of real and personal property insurance. In lieu of the Township
purchasing real and personal property insurance described herein, if
commercially available to the County, the County, on behalf of the
Township, may purchase and maintain real and personal property
insurance, and charge the same as a System Cost.
(b) It shall be the responsibility of the Township to determine and obtain
General Liability Insurance or self-insurance to protect the Township's
liabilities and exposures set forth in Article VI.
4.7 Property Access. Township will be responsible for and will secure the right of access
necessary for WRC Personnel or Contractors to perform the Services under this
Agreement. The Township will be responsible for all costs or Claims associated with
securing rights of access,
4.8 Compliance with State and Federal Law and Regulations. The Township will be and
remain responsible for Costs associated with compliance with all federal, state, and local
laws, ordinances, regulations, and requirements in any manner affecting any work or
performance of this Agreement or with any Township duty or obligation under any
applicable state or federal laws and/or regulations.
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4.9 System Ownership. Notwithstanding any other term or condition in this Agreement, no
provision in this Agreement is intended, nor shall it be construed, as constituting a
divestiture or forfeiture of the Township's absolute ownership of and authority over the
System.
Article V. Compensation for Services,
5.1
Compensation from System Revenue. The County's Costs and Overhead incurred for
the Services shall be compensated from the Revenue from the System. In the event that
the Costs and Overhead exceed the Revenue in any one year, then any deficiency may
be recovered by adjusting the Rates and Charges charged to customers of the System
or from the general fund of the Township. In the event that annual Costs and Overhead
are less than the annual Revenue, then upon the sole discretion and direction of the
Township, future rates to the customers may be adjusted to balance the account. The
County shall be required to perform an audit of its procedures with respect to the manner
of the computation and assignment of Costs and Overhead to the Township within one
(1) year of the date of this Agreement, and shall provide the Township with a copy of the
results, including any recommendations regarding Cost and Overhead computation
and/or assignment formulas and practices. Additionally, the Township shall be entitled to
conduct, and/or may request the County to conduct, an independent audit of the
County's records relating to the computation and assignment of the Township's Costs
and Overhead at anytime. The cost of conducting such a review or audit shall be a Cost
of the System.
5.2 County Services Performed Non-Profit Basis, The Township acknowledges and agrees
that the County will assist the Township in the operations and maintenance of the
System on a non-profit basis for the benefit of the users of the system and therefore the
County is without funds to finance, operate and maintain the System except for the
Revenue derived from the System users, Therefore, it is understood and agreed that in
no event shall the County or its general fund be charged with or liable for the cost of
operating, maintaining, repairing, replacing, or administering the System. All Costs and
Overhead associated with the Services under this Agreement will be the responsibility of
the Township.
Article VI. Standard of Care; Warranty Waiver; Consequential Damages; Liability.
6.1 Standard of Care; Waiver of Warranty and Consequential Damages. The County will
perform the Services under this Agreement in accordance with the standard of care and
diligence normally provided by other professional firms providing similar Services.
However, the County makes no warranty, express or implied, with respect to any
Services provided. SPECIFICALLY, NO WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY IS MADE
OR TO BE IMPLIED BY THE COUNTY WITH RESPECT TO SERVICES PROVIDED
UNDER THIS AGREEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED IN
THIS AGREEMENT, IN NO EVENT SHALL THE COUNTY BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHATSOEVER UNDER CONTRACT, TORT OR OTHERWISE.
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6.2 Liability for Claims. Except as otherwise provided in this Agreement, it is understood that
each Party shall be responsible for any Claims made against that Party and for the acts
or omissions of its respective employees or Township/County Agents. With respect to
Claims that arise from the performance of this Agreement, each Party shall seek its own
legal representation and bear the costs associated with such representation including
attorney fees. Except as otherwise provided in this Agreement, neither Party shall have
any right under any legal principle to be indemnified by the other Party or any of its
employees or Agents in connection with any Claim. This Agreement does not, and is not
intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or
other legal right, privilege, power, obligation, duty or immunity of the Parties. Nothing in
this Agreement shall be construed as a waiver of the privileges and immunities as
provided by law afforded to the Parties, The Parties expressly reserve all privileges and
immunities as provided by law.
6.3 Force Majeure; System Malfunction; Misuse or Vandalism of System. The Township will
be responsible for damage and liability to the System or components thereof caused by
flood, fire, Acts of God or other force majeure, civil disturbance, Acts of War, terrorism or
misuse of property. In addition, the Township will be responsible for all Claims, damages
and liability caused by design and/or construction defects, malfunction or failure of the
System or any component thereof; water loss, main breaks, hydrant damage and
vandalism provided the same is not directly caused by the acts or omissions of County
Agents.
6.4 No Third Party Beneficiary. This Agreement does not create any rights or benefits to
parties other than the Township and the County.
Article VII. Cooperation and Communication; Dispute Resolution,
7.1 Cooperation. The County agrees to ensure that all County Agents fully cooperate with
Township and Township Agents in the performance of all Services under this
Agreement. The Township agrees to ensure that Township Agents cooperate with WRC
Personnel in the performance of the Services under this Agreement.
7.2 Communication. There shall be an open and direct line of communication established
and maintained between the Parties in order to promote the handling of both routine and
emergency situations in a timely and cooperative manner according to the
circumstances as they exist or become known. Each Party will designate one or more
liaisons for such purposes, and will notify the other Party of such designee(s).The
liaisons shall also be used for purposes of communicating and coordinating specific
needs, plans, instructions, issues, concerns and other matters relating to the System or
Services.
7.3 Dispute Resolution. The Parties agree that any and all claims alleging a breach of this
Agreement or with respect to the Services provided under this Agreement, shall first be
submitted to an alternative dispute resolution process. Such an alternative dispute
resolution process may include, but is not limited to, facilitation, binding arbitration, or
non-binding arbitration. The Parties shall agree upon the form and procedures for the
agreed upon alternative dispute resolution process. If the matter is not resolved through
an alternative dispute resolution process, or if the Parties cannot agree upon the form
and procedures for the alternative dispute resolution process, the Parties may seek legal
recourse in a court of competent jurisdiction. For claims requiring immediate relief to
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prevent irreparable harm, either Party may seek relief directly from a court of competent
jurisdiction without submitting the matter to the alternative dispute resolution process.
Article VIII. Term; and Termination.
8.1 Term. The Parties agree that the term of this Agreement shall begin on the Effective
Date of this Agreement. This Agreement shall be effective for an initial term of ten (10)
years from the effective date, and shall be automatically extended for additional ten (10)
year terms, unless terminated as provided herein, or otherwise agreed to in writing by
the Parties.
8,2 Termination, Notwithstanding any other term or provision in any other section of this
Agreement, either Party, upon a minimum of One Hundred and Eighty (180) calendar
days written notice to the other Party, may terminate this Agreement for any reason,
including convenience, without incurring any penalty, expense, or liability to the other
Party. The effective date for any such termination is to be clearly stated in the notice.
8,3 Survival of Certain Terms and Conditions Following Termination or Expiration of
Agreement. The Parties agree that record-keeping and audit requirements, any payment
obligations to the other Party, and/or any other related obligations provided for in this
Agreement with regard to any acts, occurrences, events, transactions, or Claim(s) either
occurring or having their basis in any events or transactions that occurred during the
term of this Agreement, shall survive the termination or expiration of this Agreement.
8.4 Cooperation Following Termination of Agreement. In the event the Agreement is
terminated as provided herein, the Parties agree to cooperate in all respects and assist
in the wind down from the County's operation and maintenance of the System. The
Township will be responsible for all Costs and Overhead incurred by the County through
the date of termination, including the Costs and Overhead incurred by the County during
the termination notice period referenced above to wind down and end of the County's
involvement in the provision of the Services.
Article IX. Agreement Approval; Effective Date; and Amendments; Changes to Scope of
Services.
9,1 Agreement Approval; Amendments; and Effective Date. Except as otherwise provided
herein, this Agreement, and/or any subsequent amendments thereto, shall not become
effective prior to the approval by resolutions of both the Township and the County. The
Effective Date of this Agreement, and any amendments hereto, shall be the date as
reflected in the opening paragraph of this Agreement.
9.2 Amendment to Scope of Services. During the term of this Agreement, the Scope of
Services attached hereto as Exhibit B, may be amended by the WRC and approved by
resolution of the Township during the term of this Agreement without requiring a
resolution from the County Board of Commissioners,
Article X. General Provisions.
10.1 Governing Law. This Agreement is made and entered into in the State of Michigan and
shall in all respects be interpreted, enforced and governed under the laws of the State of
Michigan. The language of all parts of this Agreement is intended to and, in all cases,
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shall be construed as a whole according to its fair meaning, and not construed strictly for
or against any party. As used in this Agreement, the singular or plural number,
possessive or non-possessive shall be deemed to include the other whenever the
context so suggests or requires.
10,2 Reservation of Rights; Governmental Function. This Agreement does not, and is not
intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or
other legal right, privilege, power, obligation, duty, or immunity of the Parties. in addition,
the Parties maintain that the obligations set forth in this Agreement will be in the exercise
or discharge of a governmental function.
10.3 Severability. If any provision of this Agreement or the application to any person or
circumstance is, to any extent, judicially determined to be invalid or unenforceable, the
remainder of the Agreement, or the application of the provision of persons or
circumstances other than those as to which it is invalid or unenforceable, is not affected
and is enforceable, provided the invalid provision does not substantially alter the
Agreement or make execution impractical.
10.4 Binding Contract; Assignment; and Amendments. This Agreement will be binding upon
and for the benefit of the Parties hereto and their respective successors and assigns,
subject to any assignment requiring the prior written consent of the non-assigning Party
by an amendment to this Agreement signed by all Parties, and the assignee binding the
assignee to the terms and provisions of this Agreement.
10.5 Captions. The section headings or titles and/or all section numbers contained in this
Agreement are intended for the convenience of the reader and not intended to have any
substantive meaning and are not to be interpreted as part of this Agreement.
10.6 Notices. Except as otherwise expressly provided for herein, any and ail correspondence,
invoices, and/or any other written notices required, permitted or provided for under this
Agreement to be delivered to the following:
COUNTY OF OAKLAND:
OAKLAND COUNTY WATER
RESOURCES COMMISSIONER
1 Public Works Drive
Waterford, Michigan 48328
TOWNSHIP:
CHARTER TOWNSHIP OF HIGHLAND
205 N. John Street
Highland, Michigan 48357
10,7 Notice Delivery. Except with respect to notices of termination, all correspondence and
written notices shall be considered delivered to a Party as of the date that such notice is
deposited with sufficient postage with the U.S. Postal Service. Notices of termination
shall be personally delivered or sent by certified mail, return receipt requested, and shall
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be considered delivered to a party on the date of receipt as represented by the return
receipt or by a proof of personal service.
10.8 Entire Agreement. This Agreement sets forth the entire agreement between the County
and the Township and fully supersedes any and all prior agreements or understandings
between them in any way related to the subject matter hereof. It is further understood
and agreed that the terms and conditions herein are contractual and are not a mere
recital and that there are no other agreements, understandings, contracts, or
representations between the County and the Township in any way related to the subject
matter hereof, except as expressly stated herein. This Agreement shall not be changed
or supplemented orally and may be amended only as otherwise provided herein.
10.9 Recitals. The recitals shall be considered an integral part of the Agreement.
IN WITNESS WHEREOF, this Agreement if executed by the Parties on the date
hereafter set forth in the opening paragraph of this Agreement.
COUNTY OF OAKLAND
By:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
By:
Tami Flowers, Clerk
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Exhibit A
Charter Township of Highland
Water Main
One Public Wm'. DI-ye
BulTdIng 95 West
Wolesford, hal9h1pap
48328-1907
Legend
Highland Twp.
Water Main
Updated: 7/]3/201 7 *Storage tanks, well houses, PRVs, and other appurtenances of water system not shown on map.
Charter Township of Highland Water System
Operation & Maintenance
Exhibit B
Scope of Services
Water System Operation and Maintenance
The County agrees to perform the following operation and maintenance services of the
Highland Township Water System ("System") (all of the following being referred as the "VVRC
Services" or "Services") on behalf of the Township:
1. Operation and maintenance of booster pump stations, pressure reducing valves, storage
tank(s), and appurtenances including the payment of power costs, lawn and landscape
maintenance, and all sampling and testing required by the state and federal government.
2. Read water meters for billing purposes.
3. Operation and maintenance of the System, including all system mains, meters, public
service leads, fire hydrants, valves, and all other facilities, equipment and appurtenances
that are part of the System. The water service lead between the service valve and the
water meter is the responsibility of the property owner and will not be maintained by the
WRC as it is not a part of the System.
4. Perform residential and commercial cross connection inspections in accordance with the
Michigan Safe Drinking Water Act, Public Act 399 of the Public Acts of 1976, as amended
(MCLA 325,1001 et seq), and the rules promulgated thereunder, and the WRC's Cross
Connection Program.
5. Compute and bill charges for the Services rendered to each user connected to the
System in accordance with the Rates and Charges established by the Township. The
charges will be payable thirty (30) days after the date of each billing cycle or such other
time period as may be set by the Township by ordinance or resolution and shall bear
such penalties and late charges as set forth. Past due amounts may also be certified to
the tax roll for collection.
6. Receive and process all payments from customers of the System, and respond to
customer and Township inquiries regarding billing, Provide delinquent billings, at the
appropriate time and according to law, for placement on and collection under the tax roll
by the Township. In the event of customers declaring bankruptcy and listing delinquent
water bills in the bankruptcy proceedings, report the same to the Township for follow-up,
and provide all necessary information to Township,
7. Receive and process all applications relating to water service connections to the System
and collect all Rates and Charges relating to service connections.
8. Install all water service connections to the System, two (2) inches or less, including
tapping the water main, installing the service lead within the road right-of-way or
easement, installing a curb stop, supplying the water meter, and installing the reading
device.
9. Respond to requests from customers and Township for maintenance, water quality
concerns, inspections and repairs, both emergency and routine,
10. Establish, maintain, manage, and administer a System Enterprise Fund. Revenue
collected by the County shall be deposited and maintained in the System Enterprise
Fund. Costs for performing the Services under this Contract will be deducted from the
System Enterprise Fund as payment for such Services.
1
Charter Township of Highland Water System
Operation & Maintenance
11. Keep all necessary records and books of account pertaining to its dealings with the users
of the System within the Township and the System Enterprise Fund, and make same
available to the Township upon request.
12. Comply with applicable laws and governmental accounting standards in the keeping,
management, administration, use and auditing of the System Enterprise Fund, Upon
request of the Township, provide Township a quarterly accounting statement, a quarterly
operation and maintenance activity report and annual report for the Township's review in
accordance with the County's fiscal year. Upon request, allow the Township or
Township's agents to audit the System Enterprise Fund accounts, books and statements,
and provide Township with supporting documentation and copies of such materials if
requested.
13. Subject to applicable laws, Township ordinances and proper notice to the System users,
on behalf of the Township, the County may terminate any water service to a water
customer that has failed to pay the customer's water charges for a period of ninety (90)
days following the date on which the quarterly billing is due, or sixty (60) days for monthly
billing, for such water service, Upon request of the Township, the County shall notify the
Township at least seven (7) days prior to termination of water service.
14. The County will pay over to the Township, upon request, any surcharges for water
connections for water service which the Township may establish and charge in excess of
the Rates and Charges established and collected by the County.
15, The County will provide, maintain and monitor a Supervisory Control and Data
Acquisition System (SCADA) to provide alarms on System facilities operated and
maintained by the County,
16, The County will provide a 24-hour, 7-day per week dispatch center to receive alarms from
the SCADA system and any other reports of System emergencies, and will dispatch
emergency service crews to respond to such alarms and reports as appropriate.
17. The County and WRC Personnel shall comply with all federal, state, and local permits
and license issues applicable to the operation and maintenance of the System.
18, All Services provided by the County under this Contract will be performed in accordance
with all applicable state and federal laws and regulations, including, without [imitation, the
Michigan Safe Drinking Water Act, Public Act 399 of the Public Acts of 1976, as
amended, MCL 325.1001 to 325.1023, as well as all applicable Township ordinances.
19. The County shall establish, provide and implement water system operation and
maintenance related programs, studies, reports, testing, sampling, inspections and
surveys in accordance with Township, state, and federal mandates.
20. The County will, replace or repair existing components of the System which are identified
by the County or Township to be in need of repair or replacement. Upon completion of
such repairs and replacements, if the System has been altered in any material way the
County will provide to the Township record drawings and update the Geographic
Information System (GIS) and any related database(s) to contain current infrastructure
information. Unless otherwise agreed in writing by the Parties, the County's obligation to
repair or replace shall be limited to the fund balance contained in the System Enterprise
Fund.
21, The County will maintain, and update as necessary, the GIS and any related database(s)
of the System. The County will also provide Township hard and digital copies of the
mapping, and updates as requested, in a manner compatible with Township's GIS, and
2
Charter Township of Highland Water System
Operation 8i Maintenance
will provide interconnectivity between the Township and County GIS when in place. The
County will update the GIS and any related database(s) of the System upon being
provided record drawings or other information from the Township identifying corrections
and/or modifications of the System and upon the County performing Services that result
in modifications of the System. The Township is responsible for providing accurate record
drawing information.
22. The County will conduct MISS DIG operations, in accordance with Public Act 174 of the
Public Acts of 2013, as may be amended, (MCLA 460.721 at see) on behalf of the
Township as they pertain to the operations and maintenance of the System.
23. In the event System repairs or replacement is deemed attributable to outside parties, (i.e.
Contractor damage or customer negligence), consistent with applicable Township
ordinances, the WRC will bill the responsible party at the Township's direction. If any, or
the entire bill is deemed uncollectible, the uncollected amount will be charged directly to
the System Enterprise Fund.
3
Exhibit C — OVERHEAD EXPENSE
WRC Overhead charges are expenses not included in the direct hourly system labor and equipment
costs. Overhead is allocated to all the systems that VVRC services. Overhead expense includes, but is not
limited to:
Billing Services Unit
Labor, equipment, payment processing, bill preparation, postage and other related costs
necessary to provide customer service for the communities WRC operates and maintains.
Safety Program
Labor, equipment and training needed to meet or exceed all required safety standards.
Training
Training and certification costs for field and engineering staff required to keep them up-to-date on
industry standards and innovations.
WRC Administration
Labor, equipment and training required to oversee the daily WRC operations, This includes
Permitting, Mapping, GIS, Asset Management and Miss Dig.
Building Maintenance
Labor, equipment, insurance, utilities, supplies and other related costs needed to operate and
maintain the various WRC buildings (includes Water Maintenance, Pump Maintenance, Billing
Services and Public Works buildings).
Miscellaneous Supplies
Supplies which are not inventoried and not purchased for a specific system are allocated to the
benefiting systems. This category includes uniforms, gloves, boot's and repair parts.
Oakland County Support
Various Oakland County departments support the staff and work performed at WRC. These
departments include Human Resources, Purchasing, Info Tech and Fiscal Services. The portion
of their costs which is charged to WRC is then allocated to the funds operated by this division.
Form DC-001
OAKLAND COUNTY
WATER RESOURCES COMMISSIONER MEMORANDUM
TO: Commissioner Philip J. Weipert, Chairperson
Planning and Building Committee, Board of Commissioners
FROM: Kelsey Cooke, Drainage District Legal Counsel
SUBJECT: Charter Township of Highland Water System Operation and Maintenance Contract
DATE: October 30, 2018
In June 2017, the office of the Water Resources Commissioner and Oakland County Corporation
Counsel began a joint review of existing water and sewer system operations and maintenance
contracts between Oakland County and local cities, villages and townships. WRC is the county agent
for these contracts. Many of the contracts were found to be outdated, insufficient or incomplete.
Upon review of the contracts, they were prioritized and WRC began discussions with the communities
based on the prioritized list. The Charter Township of Highland is a top priority for a new water
system operation and maintenance contract. At a meeting of the Township Board on October 10,
2018, the water system operation and maintenance contract was approved and executed by the
Township Supervisor and Clerk.
In addition to the operation and maintenance contract with the Township, the Township is joining the
County's general liability and public official's liability insurance policies as a named insured by paying
an allocated annual premium. This coverage protects the County and also the Township for claims of
bodily injury or property damage resulting from the operation of the Township's water system.
The terms of the contract include the authorization for the County to operate and maintain the water
system on behalf of the Township on a non-profit basis and in accordance with a scope of services to
be performed by the WRC, set forth as an exhibit to the contract. Terms regarding general liability
and professional liability insurance coverage are also included in the contract language, along with
setting rates and charges, and the fact that all expenses of the systems are billed as a system cost to
the enterprise fund held by the County for the benefit of the Township. Furthermore, the operations of
the systems will be compensated from the revenue from the Township's system. The term of the
contract is for ten years with a ten year renewal option and a termination notice of 180 days for any
reason.
Requested Committee Action: Recommend adoption of the attached Resolution to the Board of
Commissioners.
Contact: Kelsey Cooke cookek@oakgov.com 248-452-2013
OAKLAND COUNTY WATER RESOURCES COMMISSIONER
Page 1 of 1 Rev.: 11105/08
Resolution #18390 November 14, 2018
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #18390) December 6, 2018
BY: Commissioner Thomas Middleton, Chairperson, Finance Committee
IN RE: WATER RESOURCES COMMISSIONER — CHARTER TOWNSHIP OF HIGHLAND
WATER SYSTEM OPERATION AND MAINTENANCE AGREEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced
resolution and finds:
1. Resolution approves an Agreement between Oakland County and the Charter Township
of Highland for the operation and maintenance of the township's water system.
2. The Water Resources Commissioner is currently providing operation and maintenance
services and has sufficient staffing with the necessary knowledge to assist the township
with the requested services provided under the Agreement.
3. The County's cost and overhead incurred for the services performed shall be
compensated from the revenues of the water system.
4. The County will assist the township in the operations and maintenance of the water
system on a non-profit basis. The County and its General Fund will not be charged with
or be liable for the cost of operating, maintaining, repairing, replacing, or administering
the water system.
5. The Agreement shall be effective for an initial term of ten (10) years and automatically
extended an additional ten years, unless the County and the Township agree in writing to
terminate the Agreement. A minimum of One Hundred and Eighty (180) calendar day's
written notice may terminate the Agreement without any penalty.
6. No budget amendment is not required and no General Fund appropriation is required.
aimmissioner Thomas Middleton, District #4
Chairperson, Finance Committee
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with KowaII absent.
Resolution #18390 December 6, 2018
Moved by Kochenderfer supported by Bowman the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Crawford, Gershensort, Gingell, Hoffman, Jackson, Kochenderfer, Kowa11, McGillivray,
Middleton, Quarles, Spisz, Taub, Tietz, Weipert, Woodward, Zack, Berman, Bowman. (18)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COb„MTV EXECUTIVE
ACTING PURSUAWt. vKJL 45,559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on December 6,
2018, 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 6th day of December, 2018.
v
Lisa Brown, Oakland County