HomeMy WebLinkAboutResolutions - 2021.08.05 - 34770MISCELLANEOUS RESOLUTION #21306 August 5, 2021
BY: Commissioner William Miller, Chairperson, Economic Development and Infrastructure Committee
IN RE: WATER RESOURCES COMMISSIONER —CHARTER TOWNSHIP OF OXFORD WATER
SYSTEM OPERATION AND MAINTENANCE AGREEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Charter Township of Oxford has a water supply system currently operated and maintained
through Oakland County by the office of the Water Resources Commissioner on a revenue -neutral basis;
WHEREAS the Charter Township of Oxford desires to engage the County to continue to operate and
maintain its water supply system through Oakland County by the office of the Water Resources
Commissioner on a revenue -neutral basis; 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 Charter Township of Oxford in the operations and maintenance of the
water 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 water 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 the agreement for the operation and maintenance of the Charter Township of
Oxford water system by Oakland County through the office of the Water Resources Commissioner have
been negotiated, set forth in writing, and approved by the Charter Township of Oxford on March 10, 2021.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
the Charter Township of Oxford 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 Charter Township of Oxford Water System Operation and
Maintenance Agreement.
BE IT FURTHER RESOLVED that no budget amendment is required.
Chairperson, on behalf of the Economic Development and Infrastructure Committee, I move the adoption
of the foregoing resolution.
Commissioner William Miller, District 14
Chairperson, Economic Development and
Infrastructure Committee
ECONOMIC DEVELOPMENT AND INFRASTRUCTURE COMMITTEE VOTE:
Motion carried on a roll call vote with Charles absent.
CHARTER TOWNSHIP OF OXFORD
WATER SYSTEM
OPERATION AND MAINTENANCE AGREEMENT
THIS AGREEMENT is made and entered into as of the loth day of March, 2021, 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
OXFORD, a Michigan municipal corporation, whose address is 300 Dunlap Road, Oxford,
Michigan, 48371 ("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 Township of Oxford Water Supply
System, depicted in 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, etseq. (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
Township mutually agree as follows:
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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 (Le, "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 "Act 7" refers to the Urban Cooperation Act of 1967 which provides for inter -local public
agency agreements.
2.2 "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.
2.3 "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.
2.4 "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.
2.5 "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),
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and/or any persons acting by, through, under, or in concert with any of them, excluding
Contractors, and the Township and/or any Township Agents, as defined herein.
2.6 "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.
2.7 "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.
2.8 "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 ordinance and/or resolution of the Township.
2.9 "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.
2,10 "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.
2.11 "System" means the Township of Oxford's water system, the location being depicted in
Exhibit A.
2.12 "System Enterprise Fund" shall be defined as the account for the System established and
maintained by the County on behalf of the Township.
2.13 "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
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concert with any of them, excluding the County and/or any County Agents, as defined
herein.
2.14 "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 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.
(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
Countywill 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 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 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 capacity by the County.
3.2 System Capital Replacement Expenditures. The County shall not expend funds from the
System Enterprise Fund for planned capital replacement or improvement projects
without prior approval from the Township's Water and Sewer Committee and final
approval by the Township Board of Trustees. Emergency repair or replacement projects
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will be completed by the County with prior notice to the Township's Water and Sewer
Committee.
3.3 Establish Reserves. The County may establish a reserve for system emergencies, system
replacement, or other purposes with the consent of the Township's Water and Sewer
Committee and final approval by the Township Board of Trustees.
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, not that of a Contractor as
defined in this Agreement.
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) Public Officials 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
If the Township chooses to participate in the insurance coverage identified, and maintains
current on its annual premium for the coverage outlined herein, it shall be a Named
Insured under the policy.
It is understood by the Township that the insurance coverage 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 coverage 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's System, 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
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such, uninsured Claims shall be and remain a System Cost. Moreover, insured Claims
arising from the County's Services to a municipal water and/or 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.
(d) Notwithstanding the foregoing Sections 3.5, 3.5(a), 3.5(b), 3.5(c), insurance
requirements beneficial to the Township and its agents shall be required of the
County's Contractors pursuant to the terms of Section 6.3 herein.
3.6 Permit Assistance. Subject to rules and regulations which may be changed, developed or
amended from time to time, the County may 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 to reimburse the Township for the Township's costs and expenditures
under this Agreement; and provide forthe billing and collection of the Rates and Charges
pertaining to the System.
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 Svstem. 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 but not the obligation 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. It is understood and agreed that the Township may include as a
System Cost, the Township's cost of insurance set forth herein, 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 System
Cost.
(b) It shall be the responsibility but not the obligation 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. The 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.
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.
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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 water System Enterprise Fund or 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, 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 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 Township acknowledges and agrees that
the County will undertake the operations and maintenance of the System on behalf of the
Township 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 Warrantv 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.
6.2 Liability for Claims. All claims arising from the performance of this Agreement by either
Party, and not otherwise covered by insurance, are a System Cost. Accordingly, in the
event a Party is required to defend itself or its respective employees or Township/County
Agents, against a Claim, that Party may obtain its own legal representation and the costs
associated with such representation shall be a System Cost to be reimbursed from the
System Enterprise Fund. Except as otherwise provided in this Agreement neither Party
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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 Maieure; Svstem Malfunction; Misuse or Vandalism of Svstem. All Claims arising
from 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 are a System Cost. In addition, 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 are a System Cost, provided the same is not directly
caused by the acts or omissions of County Agents. If any Claim, damages, and/or liability
is/are caused by the acts or omissions of the County's Contractor(s) in whole or in part,
the County will tender claims against the Contractor(s) for damages on behalf of the
Township in an effort to recover insurance proceeds from the Contractor(s)' insurance
carrier on behalf of the Township. If the Township desires the County to pursue litigation,
arbitration, or other alternate dispute resolution ("collectively, Litigation"), at the
Township's expense, against a Contractor for damages on behalf of the Township, the
Township will so notify the County, and the Township and County will enter into an
agreement to address the specific Litigation and payment for same. The County has
included in its latest template Purchasing Contract for Contractor(s) doing work on the
Township system, provisions beneficial to the Township and its agents that have been
reviewed and approved by the Township ("Township -Beneficial Contract Terms"). The
Township shall also have the right to enforce the Township -Beneficial Contract Terms and
to pursue claims against the Contractor(s) and their insurance carrier(s).
6.4 No Third Partv Beneficiarv. 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
and in the transition to another operator of the System in the event of a Notice of
Termination. 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
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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.
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 Claims) 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 and the
windup of the Operation and Maintenance of the System by a new operator selected by
the Township to assure a smooth transition from the County to a new operator. The
Township will be responsible for all Costs and Overhead incurred bythe County through
the date of termination, including the Costs and Overhead incurred by the County during
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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, 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 Severabilitv. 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 F `
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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
TOWNSHIP:
CHARTER TOWNSHIP OF OXFORD
300 Dunlap Road
Oxford, Michigan 48371
10.7 Notice Deliverv. 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 or if by email, upon the date
of the other Party's acknowledgement of receipt by email. 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 bythe return receipt
or by a proof of personal service. Notice to the Township shall be directed to the
Township Supervisor and the Township Clerk. Notice to the County shall be directed to a
WRC Attorney and WRC Manager,
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.
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10.9 Recitals. The recitals shall be considered an integral part of the Agreement.
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IN WITNESS WHEREOF, this Agreement is executed by the Parties as of the date set forth
in the opening paragraph of this Agreement.
COUNTY OF OAKLAND
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David T. Woodward, Chairperson
Oakland County Board of Commissioners
CHARTER TOWNSHIP OF OXFORD
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Legend
WATER RESOURCES COMMISSIONER
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Exhibit A
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DISCLAIMER: II III N,rYll
Charter Township of Oxford
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Oxford Twp.
Water
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Oxford Township 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
Oxford Township Water System ("System") (all of the following being referred as the "WRC
Services' or "Services") on behalf of the Township:
1. Operation and maintenance of System wells, motors, pumps, water towers, treatment
facilities, standby generators, structures, meter pits, booster pump stations, pressure
reducing valves, storage tank(s), and appurtenances including the payment of power
costs, lawn and landscape maintenance, snow plowing, and all sampling and testing
required by the state and federal government.
2. Read water meters for billing purposes.
3. Mobilize, connect, and operate portable generators in the event of a power outage such
that the System remains operational until permanent power is restored.
4 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.
5. 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.
6. 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 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 the Township ordinance shall provide.
7. 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 the Township.
8. Receive and process all applications relating to water service connections to the System
and collect all Rates and Charges relating to service connections.
9. 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.
10. Respond to requests from customers and Township for maintenance, water quality
concerns, inspections and repairs, both emergency and routine.
11. Establish, maintain, manage, and administer a System Enterprise Fund. Revenue
collected by the County shall be deposited and maintained in the System Enterprise
Oxford Township Water System
Operation & Maintenance
Fund. Costs for performing the Services under this Contract will be deducted from the
System Enterprise Fund as payment for such Services
12. 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.
13. Comply with applicable laws and governmental accounting standards in the keeping,
management, administration, use and auditing of the System Enterprise Fund. 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 agents to audit the
System Enterprise Fund accounts, books and statements, and provide Township with
supporting documentation and copies of such materials if requested.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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 Township ordinances.
20, 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.
21, 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.
Oxford Township Water System
Operation & Maintenance
22. The County will maintain, and update as necessary, the GIS infrastructure mapping and
database of the System. The County will also provide the Township hard and digital
copies of the mapping, and updates as requested, in a manner compatible with
Township's GIS, and will provide interconnectivity between the Township and County GIS
systems when in place. The County will update the GIS mapping and database of the
System upon being provided record drawings or other information from the Township
identifying additions, deletions, and/or modifications of the System and upon the County
performing Services that result in additions, deletions, and/or modifications of the
System. The Township is responsible for providing accurate record drawing information.
23. 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 Township as
they pertain to the operations and maintenance of the System.
24, 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
portion of, or the entire bill is deemed uncollectible, the uncollected amount will be
charged directly to the System Enterprise Fund.
Exhibit C Overhead Expenses
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
expenses include, but are 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 #21306
August 5, 2021
Moved by Gingell seconded by Luebs the resolutions on the amended Consent Agenda be adopted.
AYES: Gingell, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller,
Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell, Charles, Gershenson. (19)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted.
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MOL 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 August 5, 2021,
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 5th day of August, 2021,
Lisa Brown, Oakland County