HomeMy WebLinkAboutResolutions - 2019.07.18 - 32087MISCELLANEOUS RESOLUTION #19227 July 18, 2019
BY: Commissioner William Miller, Chairperson, Economic Growth and Infrastructure Committee
IN RE: WATER RESOURCES COMMISSIONER — VILLAGE OF BINGHAM FARMS SEWER SYSTEM
OPERATION AND MAINTENANCE AGREEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Village of Bingham Farms has a sewer system currently operated and maintained through
Oakland County by the office of the Water Resources Commissioner on a revenue -neutral basis; and
WHEREAS the Village of Bingham Farms desires to engage the County to continue to operate and maintain
its sewer system on a revenue -neutral 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 sewer operations and maintenance services; and
WHEREAS the County's cost and overhead incurred for the services performed shall be compensated from
the revenues of the sewer system; and
WHEREAS the County will assist the Village of Bingham Farms in the operations and maintenance of the
sewer system on a revenue -neutral basis and the County's General Fund will not be charged with or be
liable for the cost of operating, maintaining, repairing, replacing, or administering the sewer system; and
WHEREAS the agreement shall be effective for an initial term of ten (10) years with a ten (10) year renewal
option; and
WHEREAS the agreement includes a termination notice of 180 days for any reason and without penalty;
and
WHEREAS the terms of an agreement for the operation and maintenance of the Village of Bingham Farms
sewer 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 Village of Bingham Farms' Council on
May 28, 2019.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
the Village of Bingham Farms Sewer 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 attached Village of Bingham Farms' Sewer System Operation and
Maintenance Agreement.
BE IT FURTHER RESOLVED that no budget amendment is required.
Chairperson, on behalf of the Economic Growth and Infrastructure Committee, I move the adoption of the
foregoing resolution.
Commissioner William Miller, District 14
Chairperson, Economic Growth and
Infrastructure Committee
ECONOMIC GROWTH AND INFRASTRUCTURE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
VILLAGE OF BINGHAM FARMS
SEWER SYSTEM
OPERATION AND MAINTENANCE AGREEMENT
THIS AGREEMENT is made and entered into as of the AO' day of flay
2019, by and between the COUNTY OF OAKLAND, a Michigan constitutional corporation
("County"), whose address is 1200 N. Telegraph, Pontiac, Michigan 48341 and the VILLAGE
OF BINGHAM FARMS, a Michigan municipal corporation, whose address is 24255 West
Thirteen Mile Road, Suite 190, Bingham Farms, Michigan 48025 ("Village"). In this Agreement,
either the County and/or the Village may also be referred to individually as a "Party" or jointly as
"Parties."
Recitals:
WHEREAS, the Village owns a sewer system that is further described in Exhibit A,
which is known as the Village of Bingham Farms Sewer System, and as it may be expanded or
altered from time to time (the "System"); and,
WHEREAS, the Village desires to engage the County to operate and maintain the
System on behalf of the Village on a non-profit basis and in accordance with the terms and
conditions set forth in this Agreement; and,
WHEREAS, the County, by and through the Office of the Oakland County Water
Resources Commissioner ("WRC"), has qualified personnel capable of providing sewer
operations and maintenance services; and,
WHEREAS, the Michigan Constitution of 1963, Article 7, § 28, and the Urban
Cooperation Act of 1967, being MCL 124.501, et seq. (the "Act 7"), authorizes a political
subdivision to exercise jointly with any other political subdivision any power, privilege or
authority which such political subdivisions share in common with which each might exercise
separately; and,
WHEREAS, pursuant to resolutions adopted by their respective legislative bodies, the
Parties each have been authorized to execute this Agreement for the Services according to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of these premises and the mutual promises,
representations, and agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the County and the
Village mutually agree as follows:
Article 1. 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 Village 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 Village 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 Village.
Article II. Definitions.
In addition to the above defined terms (i.e. "County", "Village", "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, building/facility and
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
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concert with any of them, excluding the Village and/or any Village Agents, as defined
herein.
2.5 "WRC Personnel" as used in this Agreement shall be defined as a specific subset of,
and included as part of the larger group of County Agents as defined above, and
assigned by the County to work in the Office of the Oakland County Water Resources
Commissioner as shown in the County budget and/or personnel records of the County.
2.6 "Village Agent or "Village Agents" shall be defined to include any and all Village officers,
elected officials, appointed officials, directors, board members, council members,
authorities, boards, committees, commissions, employees, managers, departments,
divisions, volunteers, agents, representatives, consultants, and/or any such persons'
successors or predecessors (whether such persons act or acted in their personal,
representative, or official capacities), and/or any persons acting by, through, under, or in
concert with any of them, excluding the County and/or any County Agents, as defined
herein.
2.7 "Claim(s)" shall be defined to include any and all alleged claims, complaints, demands
for relief or damages, lawsuits, and causes of action, whether in law or equity, tort,
contract, or otherwise, by third parties, arising out of the ownership, operation,
maintenance of the System, but does not include claims between the Parties.
2.8 "Overhead" shall be defined to include the following: all allocation of the labor cost,
including statutory and customary fringe benefits, of personnel responsible for
administering this 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 the use of buildings and facilities and 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.
2.9 "Rates and Charges" shall be defined as the charges and other fees, such as late fees,
connection charges, capital charges, meter charges, assessed against and paid by the
users of the System for the services provided by the Village, including without limitation
the Services provided pursuant to this Agreement, as periodically established by
ordinance and/or resolution of the Village.
2.10 "Revenue" shall be defined as the funds derived from the Rates and Charges assessed
against and paid by customers or users of the System, and other sources of revenue,
such as grants.
2.11 "State" shall be defined as the "State of ,Michigan," a sovereign governmental entity of
the United States, and also shall include within Its definition any and all departments or
agencies of State government.
2.12 "System Enterprise Fund" shall be defined as the account for the System established
and maintained by the County on behalf of the Village.
Article III. County Responsibilities; WRC Operation and Maintenance Services.
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3.1 Services. The County agrees to perform the operation and maintenance services for the
System (all of the following being referred to in this Agreement as the "WRC Services" or
"Services") as set forth in Exhibit B attached to this Agreement.
(a) The Services to be provided by the County to the Village 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 Village concerning the
number and charges of Contractors and WRC Personnel assigned to provide
Services for the System.
(b) The County shall be responsible for furnishing all WRC Personnel and
Contractors with all job instructions, job descriptions and job specifications and
shall in all circumstances control, supervise, train or direct all WRC Personnel in
the performance of any and all Services under this Agreement. The County shall
remain the sole and exclusive employer of all County Agents and WRC
Personnel,
(c)
This Agreement is neither intended, nor shall it be interpreted, to create, change,
or otherwise affect or control, in any manner any employment right, privilege,
benefit, or any other term or condition of employment, of any kind or nature
whatsoever, in, upon, or for any County Agent or WRC Personnel. Except as
expressly provided for under the terms of this Agreement and/or laws of this
State, no County Agent or WRC Personnel, while such person is currently and/or
actively employed by the County shall be employed or utilized to perform any
other services by or for the Village during the term of this Agreement. This
section shall not prohibit the Village from employing any person who was a
former County Agent but is no longer employed in that capaVillage by the
County.
3.2 System Capital Replacement Expenditures. Except in cases of emergencies, the County
shall not expend funds from the System Enterprise Fund for capital replacement or
improvement projects in excess of $20,000 without prior approval from the Village.
3.3 Establish Reserves. The County may establish a reserve for system emergencies,
system replacement, or other purposes with the consent of the Village.
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 Village 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.
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(b) Commercial General Liability with limits of $10,000,000 per occurrence and
$15,000,000 aggregate.
(c) Certificates of Insurance.
So long as the Village 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
Village, 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 Village, 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 Village's System, and provide reasonable justification
for the allocation of said cost to the Village. 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 Village'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 Village 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 Village as
the owner of the System.
3.7 Reiulatory Compliance, The County will supervise all regulatory compliance and
financial transactions, except for the enforcement of the Village's ordinances or
regulations.
3.8 Disbursing Funds. Upon request from the Village for the disbursal of funds from the
System Enterprise Fund, the County shall promptly disburse funds to the Village 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. Village's Responsibilities.
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4.1 Ordinance -- Rates and Charges. The Village 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.
42 Ordinance — Enforcement. The Village is responsible for enforcement of the Village's
ordinances and regulations. The Village has adopted or shall hereafter adopt one or
more ordinances regulating or prohibiting the discharge of fats, oils and grease, or
industrial waste to the System, including those pertaining to user pretreatment
standards; and, the billing and collection of Costs related thereto.
4.3 Capital Replacement of System. The Village shall be responsible for expenditures for all
capital replacement of System components.
4.4 Testing and Sampling Fees Consultant Fees, The Village agrees that the term "Costs"
includes, but is not limited to, fees for testing, sampling, engineering services or studies,
master planning, capital improvements, as well as all of the costs related to procurement
of the same, are a Cost which may be accounted for in the Rates and Charges.
4.5 Permits - Village. The Village will be responsible for procuring, and in accordance with
their respective terms, ail permits, guarantees, warranties, easements, licenses, and
other similar approvals and consents necessary to operate and maintain the System
received by or granted to the Village as the owner of the System.
4.6 Village - Insurance.
(a) It shall be the responsibility of the Village to determine and obtain real
and personal property insurance with limits that the Village, in its discretion,
deems necessary and appropriate for the System and components of the
System.
(b) It shall be the responsibility of the Village to determine and obtain General
Liability Insurance or self-insurance to protect against the Village's liabilities and
exposures set forth in Article VI.
4.7 Property Access. The Village 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 Village 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 Village 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 Village duty or obligation under any
applicable state or federal laws and/or regulations.
4.9 System Ownership. Notwithstanding any other term or condition in this Agreement, no
provision in this Agreement is intended, nor shall it be construed, as constituting a
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divestiture or forfeiture of the Village'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 Village. In the event that annual Costs and Overhead are
less than the annual Revenue, then upon the sole discretion and direction of the Village,
future rates to the customers may be adjusted to balance the account.
5.2 County Services Performed Non -Profit Basis. The Village acknowledges and agrees that
the County will assist the Village 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
Village.
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 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.
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 VillagelCounty 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
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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 Village 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 Village will be responsible for all Claims, damages
and liability caused by design and/or construction defects, malfunction or failure of the
System or any component thereof, sewer breaks, and vandalism provided the same is
not directly caused by the acts or omissions of County Agents.
6.4 No Third Party Beneficiary. This Agreement does not create any rights or benefits to
parties other than the Village 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
the Village and Village Agents in the performance of ail Services under this Agreement.
The Village agrees to ensure that Village 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
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 Vill. 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.
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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 shall 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
Village 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 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 Village 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 Village 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 info in the State of Michigan and
shall in all respects be interpreted, enforced and governed under the laws of the State of
Michigan. The language of all parts of this Agreement is intended to and, in all cases,
shall be construed as a whole according to its fair meaning, and not construed strictly for
or against any party. As used in this Agreement, the singular or plural number,
possessive or non -possessive shall be deemed to include the other whenever the
context so suggests or requires.
10.2 Reservation of Rights; Governmental Function, This Agreement does not, and is not
intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or
other legal right, privilege, power, obligation, duty, or immunity of the Parties. in addition,
the Parties maintain that the obligations set forth in this Agreement will be in the exercise
or discharge of a governmental function.
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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 ail section numbers contained in this
Agreement are intended for the convenience of the reader and not intended to have any
substantive meaning and are not to be interpreted as part of this Agreement.
10.6 Notices. Except as otherwise expressly provided for herein, any and all correspondence,
Invoices, and/or any other written notices required, permitted or provided for under this
Agreement to be delivered to the following:
COUNTY OF OAKLAND:
OAKLAND COUNTY WATER
RESOURCES COMMISSIONER
1 Public Works Drive
Waterford, Michigan 48328
VILLAGE OF BINGHAM FARMS:
VILLAGE ADMINISTRATOR
24255 West 13 Mile Road, Suite 190
Bingham Farms, Michigan 48025
10.7 Notice Delivery. Except with respect to notices of termination, all correspondence and
written notices shall be considered delivered to a Party as of the date that such notice is
deposited with sufficient postage with the U.S. Postal Service. Notices of termination
shall be personally delivered or sent by certified mail, return receipt requested, and shall
be considered delivered to a party on the date of receipt as represented by the return
receipt or by a proof of personal service.
10.8 Entire Agreement. This Agreement sets forth the entire agreement between the County
and the Village 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 Village 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.
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10.9 Recitals. The recitals shall be considered an integral part of the Agreement.
IN WITNESS WHEREOF, this Agreement is executed by the Parties on the date
hereafter set forth in the opening paragraph of this Agreement.
COUNTY OF OAKLAND
By:
David T. Woodward, Chairperson
Oakland County Board of Commissioners
VILLAGE OF BINGHAM FAS
071
By:
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Village of Bingham Farms
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Sewer System
Operation & Maintenance
Exhibit S
Scope of Services
Sewer System Operation and Maintenance
The County agrees to perform the following operation and maintenance services of the
Bingham Farms Sewer System ("System") (all of the following being referred as the "WRC
Services" or "Services") on behalf of the Village:
1. Operation and maintenance of pump stations and appurtenances, Including the payment
of power costs and lawn and landscape maintenance.
2. Operation and maintenance of the System, including all System gravity sewers, force
mains, manholes, meters, pump stations and all other facilities, equipment and
appurtenances that are part of the System. The sewer service lead from the public sewer
system to the building including the sewer lead connection at the public sewer system is
the responsibility of the property owner and will not be maintained by the WRC as it is not
part of the System.
3. Compute and bill quarterly, charges for the Services rendered to each user connected to
the System in accordance with the Rates and Charges established by the Village. The
charges will be payable thirty (30) days after the date of each quarterly billing or such
other time period as may be set by the Village by ordinance or resolution and shall bear
such penalties and late charges, es the Village by ordinance shall provide. Past due
amounts may also be certified to the tax roll for collection.
4. Provide house lead connection inspections in accordance with Village issued permits.
5, Respond to requests from customers and Village for maintenance, inspections and
repairs, both emergency and routine.
B. Establish, maintain, manage, and administer a System Enterprise Fund, Revenue
collected by the County shall be deposited and maintained in the System Enterprise
Fund. On a quarterly basis, the County shall determine the costs and overhead incurred
during said quarter in performing the Services under this Contract and deduct such
amount from the System Enterprise Fund as payment for such Services.
7, Keep all necessary records and books of account pertaining to its dealings with the users
of the System within the Village and the System Enterprise Fund, and make same
available to the Village upon request.
8. Comply with applicable laws and governmental accounting standards in the keeping,
management, administration, use and auditing of the System Enterprise Fund. Upon
request of the Village, provide Village a quarterly accounting statement, a quarterly
operation and maintenance activity report and annual report for the Village's review in
accordance with the County's fiscal year. Upon request, allow the Village or Village
agents to audit the System Enterprise Fund accounts, books and statements, and
provide Village with supporting documentation and copies of such materials if requested.
9. The County will provide, maintain and monitor a Supervisory Control and Data
Acquisition System (SCADA) to provide alarms on System facilities operated and
maintained by the County.
10. The County will provide a 24-hour, 7 -day per week dispatch center to receive alarms from
the Supervisory Control and Data Acquisition (SCADA) system and any other reports of
System emergencies, and will dispatch emergency service crews to respond to such
alarms and reports.
Sewer System
Operation & Maintenance
• 11, All Services provided by the County under this Contract will be performed in accordance
with all applicable County, State and Federal permits and regulations, all applicable State
and Federal laws and all applicable Village ordinances.
12, The County shall establish, provide and implement sewer system operation and
maintenance -related programs, studies, reports, testing, sampling, inspections and
surveys in accordance with Village, State, and Federal mandates.
13. The County will, replace or repair existing components of the System, excluding private
sewer leads, which are identified by the County or Village 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 Village as-builts and update the
GIS infrastructure mapping and database. 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,
14. The County will maintain, and update as necessary, Geographic information System
(GIS) infrastructure mapping and database of the System. The County also will provide
Village hard copies and digital copies of the mapping, and updates as requested, in a
manner compatible with Village's GIS system, and will provide Interconnectivity between
the Village and County GIS systems when in place, The County will update the GIS
mapping and database of the System upon being provided as -bunts or other information
from the Village identifying corrections and/or modifications of the System and upon the
County performing Services that result in modifications of the System. The Village is
responsible for providing accurate "as -built" information.
16. MISS DIG. The County will conduct MISS DIG operations, In accordance with Public Act
53 of the Public Acts of 1974, as amended, (MCLA 460.701 et seq,) on behalf of the
Village as they pertain to the operations and maintenance of the Sewer System.
17. PA 222 Notification. In the event that either the Village or the County receives notice from
a user of the Sewer System of a possible claim and such notice is governed by the
provisions of Public Act 222 of 2001, then the party receiving the notice agrees to: (i)
provide the potential claimant with the information required by Act 222, (ii) notify the other
party to this Agreement of the potential claim, and (iii) fully comply with the requirements
of Act 222.
18. In the event that System repairs or replacement is deemed attributable to outside parties,
(i.e. Contractor damage or customer negligence), consistent with applicable Village
ordinances, the WRC will bill the responsible party at the Village's direction. If any portion
or the entire bill is deemed uncollectible, the uncollected amount will be charged directly
to the System Enterprise Fund.
2
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 WRC services, Overhead expense includes, but is not
limited to:
Billing Services Unit
Labor, equipment, payment processing, bill preparation, postage and other related costs
necessary to provide customer service for the communities 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 Use and Maintenance
Use of the various WRC buildings (includes Water Maintenance, Pump Maintenance, Billing
Services and Public Works buildings) and labor equipment, insurance, utilities, supplies and
other related costs needed to operate and maintain such buildings.
Miscellaneous Supplies
Supplies which are not inventoried and not purchased for a specific system are allocated to the
benefiting systems. This category includes uniforms, gloves, boots and repair parts.
Oakland County Support
Various Oakland County departments support the staff and work performed at WRC. These
departments include Human Resources, Purchasing, Info Tech and Fiscal Services, The portion of
their costs which is charged to WRC is then allocated to the funds operated by this division.
Resolution *19227
July 18, 2019
Moved by Luebs seconded by Hoffman the resolutions on the Consent Agenda be adopted (with
accompanying reports being accepted).
AYES: Gingell, Hoffman, Jackson, Kochenderfer, Kovvall, Kuhn, Long, Luebs, Markham,
McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, INeipert, Woodward, Zack,
Gershenson, (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted (with
accompanying reports being accepted).
GERALD D. POISSON
CHIEF DEP COUNTY' EXEC E
ACTING PURSUANT TO MCL 45.85 A(7)
GERALD D, POISSON
CHIEF DEPUTY COUNTY EXECUTIVP
ACTING PURSUANT TO tvin. -
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 July 18, 2019,
with the original record thereof now remaining in my office.
In Testimony Whereof, 1 have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac,
Michigan this 18th day of July, 2019,
Lisa Brown, Oakland County