HomeMy WebLinkAboutResolutions - 2019.07.18 - 32093MISCELLANEOUS RESOLUTION . #19233 July 18, 2019
BY: Commissioner William Miller, Chairperson, Economic Growth and Infrastructure Committee
IN RE: WATER RESOURCES COMMISSIONER — CITY OF ORCHARD LAKE VILLAGE WATER
SYSTEM OPERATION AND MAINTENANCE AGREEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the City of Orchard Lake Village 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 City of Orchard Lake Village 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 County's cost and overhead incurred for the services performed shall be compensated from
the revenues of the water system; and
WHEREAS the County will assist the City in the operations and maintenance of the water system on a non-
profit 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 water system; and
WHEREAS the terms of an agreement for the operation and maintenance of the City of Orchard Lake
Village 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 City of Orchard Lake Village's City
Council on May 20, 2019; 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.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
the City of Orchard Lake Village 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 attached City of Orchard Lake Village's Water 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.
CITY OF ORCHARD LAKE VILLAGE
WATER SYSTEM
OPERATION AND MAINTENANCE AGREEMENT
THIS AGREEMENT is made and entered into as of the _},41-, day of Air'r .,>
2019, by and between the COUNTY OF OAKLAND, a Michigan constitutional corporation
("County"), whose address is 1200 N. Telegraph, Pontiac, Michigan, 48341 and the CITY OF
ORCHARD LAKE VILLAGE, a Michigan municipal corporation, whose address is 3955 Orchard
Lake Road, Orchard Lake, Michigan 48323-1638 ("City"). In this Agreement, either the County
ancl/or the City may also be referred to individually as a "Party" or jointly as "Parties."
Recitals:
WHEREAS, the City owns a water supply system, which includes water mains and related
appurtenances which shall collectively be known as the City of Orchard Lake Village 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 City desires to engage the County to operate and maintain the System
on behalf of the City 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
City 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 City enter into this Agreement to establish terms and
conditions for the operation and maintenance of the System. Each Party agrees to take
ail 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 City 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 City.
Article 11. Definitions.
In addition to the above defined terms (i.e. "County", "City", "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 concert with any of
them, excluding the City and/or any City Agents, as defined herein.
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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 "City Agent' or "City Agents", shall be defined to include any and all City 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 City, including without limitation the
Services provided pursuant to this Agreement, as periodically established by resolution of
the City.
2,10 "Revenue" shall be defined as the funds derived from the Rates and Charges assessed
against and paid by customers or users of the System, and other sources of revenue, such
as grants.
2.11 "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the
United States, and shall also include within its definition any and all departments or
agencies of State government.
2.12 "System Enterprise Fund" shall be defined as the account for the System established and
maintained by the County on behalf of the City.
Article III. County Responsibilities; WRC Operation and Maintenance Services.
3.1 Services. The County agrees to perform the operation and maintenance services for the
System (all of the following being referred to in this Agreement as the "WRC Services" or
"Services") as set forth in Exhibit B attached to this Agreement.
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(a)
The Services to be provided by the County to the City 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 City 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 City during the term of this Agreement. This section shall not
prohibit the City from employing any person who was a former County Agent but
Is no longer employed in that capacity by the County,
3.2 System Capital Replacement Expenditures, 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 $25,000 without prior approval from the City.
3.3 Establish Reserves. The County may establish a reserve for system emergencies, system
replacement, or other purposes with the consent of the City.
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 City shall be that of an Independent Contractor.
3.5 insurance - County. The County will obtain and 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.
(c) Certificates of Insurance.
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(d)
So long as the City maintains current on its annual premium for the
coverage outlined herein, it shall be a Named Insured under the policy.
Non -Exclusivity and Limitations of Insurance Coverage. It is understood by the
City, 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
City, 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 City's
System, and provide reasonable justification for the allocation of said cost to the
City. 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. Ali 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 City'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 City 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 City 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 City's ordinances or regulations.
3,8 Disbursing Funds. Upon request from the City for the dispersal of funds from the System
Enterprise Fund, the County shall promptly disburse funds to the City 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 1V. City's Responsibilities,
4.1 Ordinance — Rates and Charges, The City has adopted or shall hereafter adopt one or
more ordinances or resolutions as are necessary under the terms of the Agreement, which
provides the Rates and Charges sufficient to provide the Revenue necessary to reimburse
the County for its Costs and Overhead related to the Services provided by the Agreement;
and provide for the billing and collection of the Rates and Charges pertaining to the
System,
4.2 Ordinance — Enforcement. The City is responsible for enforcement of the City's ordinances
and regulations relating to the System.
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4.3 Capital Replacement of System. The City shall be responsible for expenditures for all
capital replacement of System components. This includes all assets of the water system
owned by the City (water lines, service lines, valves, hydrants, etc.). In accordance with
section 3.3, and at the direction of the City, the County may establish a Capital
Replacement Reserve, funded by users of the system, to be used for replacement of
capital assets.
4.4 Testing and Sampling Fees; Consultant Fees. The City agrees that the term Costs
includes, but is 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, which are a Cost that may be accounted for in the
Rates and Charges.
4.5 Permits - City. The City 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 City as the owner of the System, with the County's assistance, if
necessary, pursuant to Section 3.6.
4.6 City - Insurance.
(a)
It shall be the responsibility of the City to determine and obtain real and
personal property insurance with limits that the City 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 City may
include as a System Cost, the City's cost of insurance, including any
premium, self -Insured retention or deductible. The County shall disburse
funds to the City from the System Enterprise fund upon request from the
City to pay for the cost of real and personal property insurance. In lieu of
the City purchasing real and personal property insurance described herein,
if commercially available to the County, the County, on behalf of the City,
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 City to determine and obtain
General Liability insurance or self-insurance to protect against the City's
liabilities and exposures set forth in Article VI.
4.7 Property Access. City 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 City
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 City 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 City 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 City's absolute ownership of and authority aver 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 City. In the event that annual Costs and Overhead are less
than the annual Revenue, then upon the sole discretion and direction of the City, future
rates to the customers may be adjusted to balance the account. Additionally, the City 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 City's Costs
and Overhead at any time. 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 City acknowledges and agrees that the
County will assist the City 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 be 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 City.
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 City/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 riot 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
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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 City 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 City will be responsible for all Claims, damages and liability
caused by design andfor 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 City 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
City and City Agents in the performance of ail Services under this Agreement. The City
agrees to ensure that City 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 also shall 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 the 48th District Court or Circuit Court of Oakland County, Michigan. For claims
requiring immediate relief to prevent irreparable harm, either Party may seek relief directly
from these courts 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.
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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 City 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 City 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 City during the term of this Agreement without requiring a resolution from
the County Board of Commissioners.
Article X. General Provisions,
10.1 Governing Law. This Agreement is made and entered into in the State of Michigan and
shall in all respects be interpreted, enforced and governed under the laws of the State of
Michigan. The language of all parts of this Agreement is intended to and, in all cases,
shall be construed as a whole according to its fair meaning, and not construed strictly for
or against any party. As used in this Agreement, the singular or plural number, possessive
or non -possessive shall be deemed to include the other whenever the context so suggests
or requires.
10.2 Reservation of Rights; Governmental Function. This Agreement does not, and is not
intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or
other legal right, privilege, power, obligation, duty, or immunity of the Parties. in addition,
the Parties maintain that the obligations set forth in this Agreement will be in the exercise
or discharge of a governmental function.
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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 all section numbers contained in this
Agreement are intended for the convenience of the reader and not intended to have any
substantive meaning and are not to be interpreted as part of this Agreement.
10.6 Notices. Except as otherwise expressly provided for herein, any and all correspondence,
invoices, and/or any other written notices required, permitted or provided for under this
Agreement to be delivered to the following:
COUNTY OF OAKLAND:
OAKLAND COUNTY WATER
RESOURCES COMMISSIONER
1 Public Works Drive
Waterford, Michigan 48328
CITY:
CITY OF ORCHARD LAKE VILLAGE
3955 Orchard Lake Road
Orchard Lake, Michigan 48323-1638
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 City 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 City 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
CITY OF ORCHARD LAKE
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Exhibit A
City of Orchard Lake Village
Water Main
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Legend
„_ � ::ti Orchard Lake WaterMam
Shared Transmission Main
(Operated and Maintained
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Water System
Operation & Maintenance
Exhibit 13
Scope of Services
Water System Operation and Maintenance
The County agrees to perform the following operation and maintenance services of the
Orchard Lake Village Water System ("System") (all of the following being referred as the "WRC
Services" or "Services") on behalf of the City:
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 bili charges for the Services rendered to each user connected to the
System in accordance with the Rates and Charges established by the City. The charges
will be payable thirty (30) clays after the date of each billing cycle or such other time
period as may be set by the City by ordinance or resolution and shall bear such penalties
and late charges. Past due amounts may also be certified to the tax roll for collection.
6. Receive and process all payments from customers of the System, and respond to
customer and City 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 City. In the event of customers declaring bankruptcy and listing delinquent water
bills in the bankruptcy proceedings, report the same to the City for follow-up, and provide
all necessary information to City.
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, installation of the reading
device, and restoration of the area effected in accordance with all of City's design and
installation standards and requirements.
9. Respond to requests from customers and the City 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.
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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 City and the System Enterprise Fund, and make same available
to the City 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 City, provide the Clty with a quarterly accounting statement, a quarterly
operation and maintenance activity report and annual report for the City's review in
accordance with the County's fiscal year. Upon request, allow the City or City agents to
audit the System Enterprise Fund accounts, books and statements, and provide City with
supporting documentation and copies of such materials if requested.
13. Subject to applicable laws, City ordinances and proper notice to the System users, an
behalf of the City, the County may terminate any water service to a water customer who
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 City, the County shall notify the City at least
seven (7) days prior to termination of water service.
14. The County will pay over to the City, upon request, any surcharges for water connections
for water service which the Clty 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 monitor 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 as appropriate.
17. The County and WRC Personnel shall comply with all Federal, State, Great Lakes Water
Authority (GLWA), and local permits and license issues applicable to the operation and
maintenance of the System.
18. All Services provided by the County under this Contract will be performed in accordance
with all applicable State and Federal laws and regulations, including, without limitation,
the Michigan Safe Drinking Water Act, Public Act 399 of the Public Acts of 1976, as
amended, MCL. 325.1001 to 325.1023, as well as all applicable City 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 City, State, and Federal mandates.
20. The County will, replace or repair existing components of the System which are identified
by the County or City 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 City 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 also will provide the City with hard copies and digital copies of
the mapping, and updates as requested, In a manner compatible with the City's GIS, and
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Water System
Operation & Maintenance
will provide interconnectivity between the City 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 City identifying corrections and/or
modifications of the System and upon the County performing Services that result in
modifications of the System. The City is responsible for providing accurate record
drawing information.
22. The County will conduct MISS DIG operations, in accordance with Public Act 53 of the
Public Acts of 1974, as amended, (MCLA 460.701 et seq.) on behalf of the City 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, (le,
Contractor damage or customer negligence), consistent with applicable City ordinances,
the WRC will bill the responsible party at the City's direction. If any portion or the entire
bill is deemed uncollectible, the uncollected amount will be charged directly to the System
Enterprise Fund.
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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 Adrninistration
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 #19233
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, Kowall, Kuhn, Long, Luebs, Markham,
McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, 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 DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A(7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
1, 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, I 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