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HomeMy WebLinkAboutResolutions - 2022.04.14 - 35432F a • BOARD OF COMMISSIONERS April 14, 2022 MISCELLANEOUS RESOLUTION 422-105 Sponsored By: William Miller III Water Resources Commissioner - Contract City of Sylvan Lake Operations and Maintenance Agreement for its Water System Chairperson and Members of the Board: WHEREAS the City of Sylvan Lake 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; and WHEREAS the City of Sylvan Lake 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 City of Sylvan Lake 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 City of Sylvan Lake water system by Oakland County through the office of the Water Resources Commissioner have been negotiated, set forth in writing, and approved by the City of Sylvan Lake on February 9, 2022. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves the City of Sylvan Lake 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 Sylvan Lake Water System Operation and Maintenance Agreement. BE IT FURTHER RESOLVED that the Water Resources Commissioner's office will establish the Proprietary Fund operating revenue and expense budget for the City of Sylvan Lake Water System Operation and Maintenance Agreement during the FY 2023 - FY 2025 budget process. Chairperson, the following Commissioners are sponsoring the foregoing Resolution: William Miller III. Q-�u —d— Date: April 14, 2022 David Woodward, Commissioner tA�e jpt (J/Uynw� � �y Date: April 22 2022 Hilarie Chambers, Deputy County Executive II 1 Date: April 25, 2022 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2022-04-06 Economic Development & Infrastructure - Recommend to Board 2022-04-14 Full Board VOTE TRACKING Motioned by Commissioner Gwen Markham seconded by Commissioner Penny Luebs to adopt the attached Contract: City of Sylvan Lake Operations and Maintenance Agreement for its Water System. Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall, Christine Long, Philip Weipert, Gwen Markham, Angela Powell, Thomas Kuhn, Charles Moss, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Penny Luebs, Janet Jackson, Robert Hoffman, Adam Kochenderfer (20) No: None (0) Abstain: None (0) Absent: (0) Passed ATTACHMENTS 1. 2022-04-06 Memo to EDI Committee Sylvan Lake Water OM Contract 2. Sylvan Lake - WRC Water Supply OM Agreement signed JM DD 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 April 14, 2022, 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 on Thursday, April 14, 2022. Lisa Brown, Oakland County Clerk/Register of Deeds Form DC-001 I OAKLAND COUNTY WATER RESOURCES COMMISSIONER TO: FROM: SUBJECT DATE: MEMORANDUM Commissioner William Miller, District 14 Chairperson, Economic Development and Infrastructure Committee John Basch, WRC Senior Attorney Sylvan Lake Water System Operation and Maintenance Contract April 6, 2022 At the February 9, 2022, meeting of the City Council for the City of Sylvan Lake, the water system Operation and Maintenance Agreement was approved and executed by the City. The terms of the contract include the authorization for Oakland County to operate and maintain the water system on behalf of the City on a non-profit basis and in accordance with a scope of services to be performed by the Water Resources Commissioner as set forth as an exhibit to the contract. Terms regarding general liability and professional liability insurance coverage are also included in the contract language. The agreement also includes a provision that all expenses of the system are billed as a system cost to the enterprise fund held by the County for the benefit of the City. Furthermore, the operations of the system will be compensated from the revenue from the City's system. The term of the contract is for 10 years with a 10-year renewal option and a termination notice of 180 days for any reason. Requested Committee Action: Recommend adoption of the attached Resolution to the Board of Commissioners. Presenters: John Basch baschi(a).oakaov.com Ben Lewis lewisbe(a),oakaov.com OAKLAND COUNTY WATER RESOURCES Page 1 of 1 248-292-9413 cell 248-292-9357 cell Rev.:11/05/08 J CITY OF SYLVAN LAKE WATER SYSTEM OPERATION AND MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into as of the day of 2021, 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 SYLVAN LAKE, a Michigan municipal corporation, whose address is 1820 Inverness Street, Sylvan Lake, Michigan 48320-1679 ("City"). In this Agreement, either the County and/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 Sylvan Lake 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, 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. 1 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 I. Statement of Authority and Purpose. 1 A 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 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 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: 2A "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. 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 ordinance and/or 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. 3 (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 Svstem Caoital Reclacement Exnenditures. 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. 3A Indeoendent 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 endeavor to obtain and to maintain for the duration of this Agreement the following insurance coverages with insurance companies licensed to do business In the State of Michigan, but only if such insurance coverage is commercially available. It is understood and agreed, that all costs, including the premium, self -insured retention or deductible, shall be included as a System Cost: (a) Professional Liability or Errors and Omissions with limits of $10,000,000 per occurrence and $15,000,000 aggregate. (b) Commercial General Liability with limits of $10,000,000 per occurrence and $15,000,000 aggregate. (c) Certificates of Insurance. 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. (d) 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. All policies set forth herein are subject to the terms, conditions, and limitations set forth in the insurance policies. As such, uninsured Claims shall be and remain a System Cost. Moreover, insured Claims arising from the County's Services to a municipal water and sewer system, other than the 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 ReQuIatory Compliance. The County will supervise all regulatory compliance and financial transactions, except for the enforcement of the City's ordinances or regulations. 3.8 Disbursina Funds. Upon request from the City for the disbursal 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 IV. City's Responsibilities. 4.1 Ordinance — Rates and Charaes. 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. 4.3 Capital Replacement of Svstem, The City shall be responsible for expenditures for all capital replacement of System components. 4.4 Testino and Samolino 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, are a Cost which 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. 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. (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 Pronerty 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 Reaulations. 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. 4.9 Svstem 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 over the System, which authority shall allow the City to make modifications to the system allowed by law. Article V. Compensation for Services. 5.1 Compensation from Svstem 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. The County shall be required to perform an audit of its procedures with respect to the manner of the computation and assignment of Costs and Overhead to the City and shall provide the City with a copy of the results, including any recommendations regarding Cost and Overhead computation and/or assignment formulas and practices. 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 Warrantv and Conseauential Damaaes. 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 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. 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 and/or construction defects, malfunction or failure of the System or any corn ponent 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 Partv Beneficiarv. This Agreement does not create any rights or benefits to parties other than the City and the County. Article Vll. 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 all 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 rates, charges, costs, overhead and/or Services provided and/or addressed underthis 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 shall be clearly stated in the notice. 8.3 Survival of Certain Terms and Conditions Followino 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. 8A C000eration Followina Termination of Aareement. 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 Aareement Anoroval: 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 Governina 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 Riahts: Governmental Function. This Agreement does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. In addition, the Parties maintain that the obligations set forth in this Agreement will be in the exercise or discharge of a governmental function. 10.3 Severability. If any provision of this Agreement or the application to any person or circumstance is, to any extent, judicially determined to be invalid or unenforceable, the remainder of the Agreement, or the application of the provision of persons or circumstances other than those as to which it Is invalid or unenforceable, is not affected and is enforceable, provided the invalid provision does not substantially alter the Agreement or make execution impractical. 10.4 Bindina Contract: Assianment: 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 SYLVAN LAKE CITY MANAGER 1820 Inverness Street Sylvan Lake, Michigan 48320-1679 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. 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, 10.9 Recitals. The recitals shall be considered an integral part of the Agreement 10 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 M- David T. Woodward, Chairperson Oakland County Board of Commissioners CITY OF SYLVAN LAKE 1 L) RG 1'L Z J ToAartirf,"Oiiy Manager De Ise Dryden, Cler6Treasurer 11 I i. D. III I�r i a WRC ono rueiw woar ulre AUAd'ary 9'v Yletl WALERItESOURtFS COMMISSIONER 1'0o28-I :d,MiFrclan DISCLAIMER: IM1a Mlo 14cn Olploradin IMgoopb cdnpdd Lom mroded deem,poll I gamnpl. aurvayt untlall:e:nMllc •evo:dr *IIM1o.lyh lhil•Ildmalla�ll hlondotllo occcmlalyraAed pWsc Hlo�Tallpn, A4nololeaal/recolead odmpwodg toll lldama'lldl� Iowa eivhett appttPible �mSaM1OJdconfull Updated; 11/30/2021 1, +1 II. I . Exhibit A _,_City of Sylvan Lake Water Mein City of Sylvan Lake Water Main * Other appurtenances of water system not shown on map. 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 Sylvan Lake 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 326.1001 et seq,), and the rules promulgated thereunder, and the WRC's Cross - Connection Program. 5. Receive and process all applications relating to water service connections to the System and collect all Rates and Charges relating to service connections. 6. 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. 7. Respond to requests from customers and the City for maintenance, water quality concerns, inspections and repairs, both emergency and routine, 8, 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. 9. 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. 10, 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 City 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. Water System Operation & Maintenance 11, Subject to applicable laws, City ordinances and proper notice to the System users, on 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, 12, The County will pay over to the City, upon request, any surcharges for water connections for water service which the City may establish and charge in excess of the Rates and Charges established and collected by the County, 13. 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. 14. 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, 15. 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. 16, 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. 17. The County shall establish, provide and implement water system operation and malntenance-related programs, studies, reports, testing, sampling, inspections and surveys in accordance with City, State, and Federal mandates. 18. 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. 19. 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 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, 20, The County will conduct MISS DIG operations, in accordance with Public Act 53 of the Public Acts of 1974, as amended, (MCLA 460,701 at seq,) on behalf of the City as they pertain to the operations and maintenance of the System. 21. In the event System repairs or replacement is deemed attributable to outside parties, (i.e. Contractor damage or customer negligence), consistent with applicable City ordinances, Water System Operation & Maintenance 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. Exhibit C OVERHEAD EXPENSE WRC Overhead charges are expenses not included in the direct hourly system labor and equipment costs. Overhead is allocated to all the systems that WRC services. Overhead expense includes, but Is not limited to: Billing Services Unit Labor, equipment, payment processing, bill preparation, postage and other related costs necessary to provide customer service for the communities WRC operates and maintains. Safety Program Labor, equipment and training needed to meet or exceed all required safety standards. Training Training and certification costs for field and engineering staff required to keep them up-to-date on industry standards and innovations. WRC Administration Labor, equipment and training required to oversee the daily WRC operations. This includes Permitting, Mapping, GIS, Asset Management and Miss Dig. Building Use and Maintenance Use of the various WRC buildings (includes Water Maintenance, Pump Maintenance, Billing Services and Public Works buildings) and labor equipment, insurance, utilities, supplies and other related costs needed to operate and maintain such buildings. Miscellaneous Supplies Supplies which are not Inventoried and not purchased for a specific system are allocated to the benefiting systems. This category includes uniforms, gloves, boots and repair parts. Oakland County Support Various Oakland County departments support the staff and work performed at WRC. These departments include Human Resources, Purchasing, Info Tech and Fiscal Services. The portion of their costs which is charged to WRC is then allocated to the funds operated by this division.