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HomeMy WebLinkAboutResolutions - 2023.02.16 - 37969 AGENDA ITEM: Interlocal Agreement Between North Oakland Transportation Authority (NOTA) and Oakland County for Local Public Transportation Services DEPARTMENT: Economic Development MEETING: Board of Commissioners DATE: Thursday, February 16, 2023 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-2589 _ 23-24 Motion to adopt the attached suggested resolution. ITEM CATEGORY SPONSORED BY Interlocal Agreement Yolanda Smith Charles INTRODUCTION AND BACKGROUND POLICY ANALYSIS This is a request for the approval of an Interlocal Agreement and an appropriation of funds to the North Oakland Transportation Authority (NOTA) to provide public transit services for the residents of Oakland County (OC). The appropriation of funds will be in the amount not to exceed $2,847,605 from the Oakland County Public Transportation Millage. With the passage of the OC Transportation Millage in 2022, millage funds will be disbursed to NOTA to support and improve transportation services for all residents in the County through the creation and extension of new routes, increase hours of operation and frequency, and fund related capital improvements (See Exhibits B-D). Corporation Counsel has negotiated and approved the three-year Interlocal Agreement and the terms of payment will be negotiated on an annual basis. NOTA will be responsible for the administration of all contractual arrangements necessary to provide transit services and payment to contractors. The Oakland County Department of Economic Development will serve as the administrator for the interlocal agreement and will submit quarterly reports to the Economic Development and Infrastructure Committee that includes ridership, expenses, and other relevant information associated with the interlocal agreement. On final approval, the Board Chair is authorized to execute the Interlocal Agreement on behalf of the County. The FY 2023 budget shall be amended as reflected in the attached Schedule A – Budget Amendment. BUDGET AMENDMENT REQUIRED: Yes Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Hilarie Chambers, Deputy County Executive II ITEM REVIEW TRACKING Yolanda Smith Charles, Created/Initiated - 2/16/2023 David Woodward, Board of Commissioners Approved - 2/16/2023 Hilarie Chambers, Executive's Office Approved - 2/21/2023 Lisa Brown, Clerk/Register of Deeds Final Approval - 2/28/2023 AGENDA DEADLINE: 02/16/2023 6:00 PM ATTACHMENTS 1. OC_Transit - Interlocal Agreement with NOTA_Sch. A 2. NOTA Agreement 2.7.23 REVISED v2 3. z.NOTA ExhibitA 2.3.23 FINAL 4. z.NOTA ExhibitB 2.3.23 FINAL 5. z.NOTA ExhibitC 2.3.23 FINAL 6. z.NOTA ExhibitD 2.3.23 FINAL COMMITTEE TRACKING 2023-02-08 Economic Development & Infrastructure - Recommend and Forward to Finance 2023-02-08 Finance - Recommend to Board 2023-02-16 Full Board - Adopt Motioned by: Commissioner Michael Gingell Seconded by: Commissioner Penny Luebs Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Gary McGillivray, William Miller III, Yolanda Smith Charles, Charles Cavell, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Christine Long, Brendan Johnson (2) Passed February 16, 2023 RESOLUTION #2023-2589 _ 23-24 Sponsored By: Yolanda Smith Charles Economic Development - Interlocal Agreement Between North Oakland Transportation Authority (NOTA) and Oakland County for Local Public Transportation Services Chair and Members of the Board: WHEREAS voters passed the Oakland County Public Transportation Millage in 2022 to be levied at a maximum rate of .95 mills (95 cents per $1,000 in taxable value) for a period of 10 years extending through 2031 which replaces the local Oakland County Public Transportation Authority millage; and WHEREAS an estimated $66,163,000 will be collected in Fiscal Year 2023 that has been allocated towards supporting and expanding countywide public transportation services; and WHEREAS millage funds will be disbursed to support current public transportation services in Oakland County, to create and extend new routes to connect local communities, increase hours of operation and frequency of service, to fund related capital improvements, and improve transit opportunities for Transportation disadvantaged individuals. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves the attached Interlocal Agreement between Oakland County and North Oakland Transportation Authority authorizing an appropriation in an amount not to exceed $2,847,605 from the Oakland County Public Transportation Millage. BE IT FURTHER RESOLVED that NOTA shall be responsible for the administration of all contractual arrangements necessary to provide transit services including oversight of contracted work, inspections, enforcement, resolution of any disputes with contractors and payment to contractors for work that has been completed and approved in conformance with federal, state, and local legal requirements, Oakland County policies and procedures, and millage obligations. BE IT FURTHER RESOLVED that Oakland County shall have no operational control over the manner in which NOTA administers or manages the Transportation Services it provides, and that this Agreement does not, nor is intended to modify or supersede NOTA’s governing documents in any respect, particularly with regard to whether and how any new communities serviced under the Agreement may become NOTA members, nor does the County assert any legal authority to do so. BE IT FURTHER RESOLVED that the Agreement does not, nor is intended to create in or transfer to the County any ownership or possessory rights of any kind with regard to any of NOTA’s assets, equipment or property, nor does the County assert any legal authority to do so. BE IT FURTHER RESOLVED that the Oakland County Department of Economic Development shall serve as the administrator for the interlocal agreement. BE IT FURTHER RESOLVED the Department of Economic Development shall submit quarterly reports to the Economic Development and Infrastructure Committee as a communication that includes ridership, expenses, and other relevant information associated with the interlocal agreement. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Chairperson of the Board to execute the Interlocal Agreement on behalf of Oakland County. BE IT FURTHER RESOLVED that the FY 2023 budget shall be amended as reflected in the attached Schedule A – Budget Amendment. Chair, the following Commissioners are sponsoring the foregoing Resolution: Yolanda Smith Charles. Date: February 16, 2023 David Woodward, Commissioner Date: February 21, 2023 Hilarie Chambers, Deputy County Executive II Date: February 28, 2023 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2023-02-08 Economic Development & Infrastructure - Recommend and Forward to Finance 2023-02-08 Finance - Recommend to Board 2023-02-16 Full Board - Adopt VOTE TRACKING Motioned by Commissioner Michael Gingell seconded by Commissioner Penny Luebs to adopt the attached Interlocal Agreement: Interlocal Agreement Between North Oakland Transportation Authority (NOTA) and Oakland County for Local Public Transportation Services. Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Gary McGillivray, William Miller III, Yolanda Smith Charles, Charles Cavell, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Christine Long, Brendan Johnson (2) Passed ATTACHMENTS 1. OC_Transit - Interlocal Agreement with NOTA_Sch. A 2. NOTA Agreement 2.7.23 REVISED v2 3. z.NOTA ExhibitA 2.3.23 FINAL 4. z.NOTA ExhibitB 2.3.23 FINAL 5. z.NOTA ExhibitC 2.3.23 FINAL 6. z.NOTA ExhibitD 2.3.23 FINAL 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 February 16, 2023, 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, February 16, 2023. Lisa Brown, Oakland County Clerk / Register of Deeds Oakland County, Michigan OAKLAND TRANSIT, OAKLAND COUNTY TRANSIT DIVISION - INTERLOCAL AGREEMENT BETWEEN NORTH OAKLAND TRANSPORTATION AUTHORITY AND OAKLAND COUNTY FOR LOCAL PUBLIC TRANSPORTATION SERVICES Schedule "A" DETAIL R/E Fund Name Division Name Fund # (FND)Cost Center (CCN) # Account # (RC/SC) Program # (PRG)Grant ID (GRN) # Project ID # (PROJ) Region (REG) Budget Fund Affiliate (BFA) Ledger Account Summary Account Title FY 2023 Amendment FY 2024 Amendment FY 2025 Amendment R Oakland Transit Oakland County Transit FND58800 CCN1090801 RC601637 PRG172155 610000 Property Tax Levy $2,847,605 $-$- Total Revenues $2,847,605 $-$- E Oakland Transit Oakland County Transit FND58800 CCN1090801 SC730373 PRG172155 730000 Contracted Services 2,847,605 -- Total Expenditures $2,847,605 $-$- Page 1 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER PUBLIC TRANSPORTATION AGREEMENT BETWEEN NORTH OAKLAND TRANSPORTATION AUTHORITY AND OAKLAND COUNTY THIS PUBLIC TRANSPORTATION AGREEMENT ("Agreement") is made this ______day of February, 2023, by and between the North Oakland Transportation Authority (“NOTA”), 675 S. Glaspie, Oxford, Michigan 48371, a Michigan non-profit corporation established pursuant to an intergovernmental agreement between the Charter Township of Orion, Charter Township of Oxford, Township of Addison, and NOTA, and Oakland County, (the "County"), 1200 N. Telegraph, Pontiac, Michigan 48341, a Municipal and Constitutional Corporation, operating under Act 139 of 1973 (referred to collectively as the “Parties”). The term of this Agreement is set forth in the Term of Agreement section, being Article VII, Sec. 18.8, below. As expressed in Article 2.2 below, the Parties anticipate that this Agreement will represent an ongoing partnership between the Parties, who will work collaboratively and in good faith to effectuate the expansion and efficiency of Transportation Services for the benefit of Oakland County communities and businesses. WHEREAS, Oakland County recognizes a growing need to provide safe, affordable and reliable public transportation for workers to reach jobs, patients to access health care, students to connect to colleges and universities and for seniors, the disabled and the general public to have more transportation options; and WHEREAS, Oakland County has historically been actively engaged in the support of public transportation, having two members on the SMART Board of Directors; and WHEREAS, on November 8, 2022, Oakland County put forth a Transportation Millage for the purpose of funding public transportation services in Oakland County, including operating, maintaining, improving and expanding transit services; creating and expanding new Page 2 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER fixed routes for bus service connecting local communities; expanding transportation services for seniors, veterans and people with disabilities; and providing transportation to get employees to jobs, patients to healthcare, students to colleges and universities and for other related purposes authorized by law; and WHEREAS, on November 8, 2022, the citizens of Oakland County approved a millage for the above purpose to be levied at a maximum rate of .95 mills for a period of 10 years beginning in 2022 and ending in 2031; and WHEREAS, it is anticipated that the millage from the ballot proposal will generate $66,163,000 in the first year; and WHEREAS, the principal providers of public transportation services in Oakland County are Suburban Mobility Authority for Regional Transportation (SMART), Western Oakland Transportation Authority (WOTA), North Oakland Transportation Authority (NOTA) and the Rochester Hills-Oakland-Rochester Older Persons’ Commission (OPC); and WHEREAS, NOTA desires to provide certain public transportation services to the County as described more particularly in this Agreement and the exhibits/attachments hereto ("Transportation Services"); and WHEREAS, the County and NOTA wish to enter into an agreement to provide transportation services in furtherance of the goals and objectives of the November 8, 2022 Transportation Millage; and WHEREAS, as consideration for the Transportation Services, the County, through its Board of Commissioners, will make payments to NOTA as described more particularly in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows: ARTICLE I DEFINITIONS 1.1 “Communities" mean cities, villages, townships, or other political subdivisions Page 3 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER located within Oakland County 1.2 “County” shall mean Oakland County. 1.3 “Exhibits” to this Agreement, as referenced herein and as made a part of this Agreement shall be as follows: Exhibit A, Scope of Transportation Services (“Service Plan”) Exhibit B, NOTA Budget Exhibit C, Performance Report Exhibit D, Insurance 1.4 “NOTA Budget” means the proposed financial budget of NOTA for each fiscal year for the provision of Transportation Services, included in the term of this Agreement for the NOTA service area. 1.5 “Transportation Services" means the transportation services to be provided under this Agreement by NOTA in Oakland County as set forth in Exhibit A, as amended. ARTICLE II TRANSPORTATION SERVICES 2.1 NOTA shall undertake and provide the Transportation Services as set forth in the Service Plan attached as Exhibit (A) in accordance with this Agreement and all applicable Federal, State and local laws as they may from time to time be amended. 2.2 During the term of this Agreement, the Parties will work collaboratively and in good faith to effectuate the expansion of Transportation Services to include a larger geographical service area, a broader array of Transportation Services, increase in hours of operation and/or an increase in ridership. The Parties shall meet at agreed upon intervals to review and revise the scope of Transportation Services, budget and payment, and any agreed upon changes shall be set forth in amendments to Exhibits A and B. NOTA shall be responsible for the administration and management of Transportation Services. 2.3 No other material changes to the Service Plan may be made by NOTA without the written consent of the County. Page 4 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER ARTICLE III PAYMENT 3.1 The County shall pay NOTA for the provision of Transportation Services in accordance with the terms and conditions of this Agreement. 3.2 NOTA shall be paid by the County according to the terms and in the manner described in Exhibit B, as may be amended in accordance with Section 2.2, above. 3.3 Payments shall be subject to a final reconciliation by the Parties, which reconciliation may result in an additional payment or credit adjustment. 3.4 The amounts owing to NOTA under this Agreement shall not in any event be in excess of any “not to exceed” amount established by the Agreement or corresponding Board of Commissioner Resolution without prior approval from the County. ARTICLE IV PERFORMANCE REPORT 4.1 NOTA, at its expense, shall provide the County with a quarterly Performance Audit and Report of NOTA’s operations (Exhibit C). If requested by the County, NOTA shall provide verification of information contained in the Performance Audit and Report to the County or other third party selected by the County. 4.2 NOTA shall submit the Performance Report to the County within ten (10) days after the end of the calendar year. ARTICLE V AUDITED FINANCIAL STATEMENTS 5.1 NOTA shall provide the County with NOTA's unaudited quarterly financial statements, within thirty (30) days after the end of each fiscal quarter, and the audited annual financial statements within one hundred twenty (120) days after the end of the fiscal year prepared in accordance with generally accepted accounting principles ("GAAP") by NOTA’s auditor (the "Financial Statements"). The Financial Statements shall indicate variances between Page 5 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER actual and budgeted amounts for the quarter at the Financial Statement level. The County reserves the right to conduct further, independent audits of the expenditure of revenue from the Transportation Millage consistent with the oversight responsibilities of the Oakland County Board of Commissioners as established by the November 8, 2022 ballot language. ARTICLE VI PERFORMANCE OF THE TRANSPORTATION SERVICES 6.1 NOTA shall commence, carry on, and complete the Transportation Services in a sound, economical and efficient manner, and in compliance with the Service Plan, including administration and management of the Transportation Services. 6.2 Except as expressly set forth in this Agreement, nothing in this Agreement shall subject the County to any obligations or liabilities of NOTA, its contractors or subcontractors, or any other person not a party to this Agreement and therefore, no third-party beneficiaries are created by this agreement, in connection with the performance of any Transportation Services. ARTICLE VII RECORD KEEPING, AUDITS, INSPECTION, REPORTS, EVALUATION AND COOPERATION 7.1 Financial records, supporting documentation, statistical records, and all other records pertinent to the Transportation Services shall be retained by NOTA for a period of at least seven (7) years and be made readily available to authorized representatives of the County for the duration of the Agreement. 7.2 NOTA shall provide a periodic summary to the County of available grant opportunities it becomes aware of and shall seek input and support from the County, as practicable, for any grants that could impact the Transportation Services, but which are otherwise not available to NOTA alone. In addition to and as practicable, NOTA shall cooperate and provide input as needed by the County with respect to any grants available to it. NOTA shall provide periodic updates to the County with respect to the marketing and advertising of the Page 6 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Transportation Services. The Parties shall cooperate in elevating the quality, accessibility and level of the Transportation Services and their equitable distribution and access to riders. The Parties shall meet at least annually to discuss strategic goals and plans for the following year, to correct deficiencies in performance if found to exist, and to advance the goals and principles set forth in this Agreement, including but not limited to maximizing service and equitable inclusion. ARTICLE VIII INSURANCE 8.1 NOTA shall purchase and maintain, during the term of this Agreement between the Parties, the types and amounts of insurance required by Exhibit (D). The contractual liability insurance as applicable to NOTA's obligations herein, shall be specifically endorsed to include coverage for the indemnity provision required and described in Article IX below. ARTICLE IX INDEMNIFICATION 9.1 To the extent permitted by law, NOTA shall hold the County harmless, defend and indemnify the County, and each of its elected officials, Board of Commissioners , appointed officials, agents, employees, representatives, attorneys and volunteers from and against any and all losses, expenses, damages (including loss of use), demands and claims, and shall defend any suit or action, whether at law or in equity, brought against them or any one or more of them based on any alleged injury (including death), or damages relating to or arising out of any act or omission of NOTA, its officers, employees, agents, contractors, subcontractors and licensees, during the performance of this Agreement or in connection with the provision of Transportation Services, including but not limited to claims made against the County by any third party, and shall pay all damages, judgments, costs, and expenses, including attorney's fees, in connection with any demands and claims resulting therefrom. The County shall in no event be liable for any consequential, incidental, indirect, remote, speculative, punitive, exemplary, liquidated, treble, Page 7 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER or special damages, including but not limited to loss of profit, opportunity, use, revenue, data or goodwill, whether based in whole or in part in contract, tort, equity, strict liability, under statute or any other theory of liability, regardless of whether such damages were foreseeable or contemplated and even if the County was advised or aware of the possibility of such damages. The obligations under this Article IX shall survive the completion of the Transportation Services required to be performed hereunder by NOTA and any end to this Agreement. Nothing herein is intended to diminish or waive any governmental immunity of NOTA under the law. ARTICLE X NON -COLLUSION 10.1 NOTA warrants that it has not paid and agrees not to pay any bonus, commission, fee, or gratuity for the purpose of obtaining any approval pursuant to this Agreement. No NOTA officer or employee, or board member shall be permitted to any share or part of this Agreement or to any material benefit arising therefrom. ARTICLE XI SIGNS AND IDENTIFICATION 11.1 Neither Party may identify the other Party on any vehicles, buildings, stations, equipment and other items used or acquired by them in connection with the Transportation Services without the prior written consent of the other Party. ARTICLE XII SEVERABILITY 12.1 If any provision of this Agreement is held invalid for any reason whatsoever, the remaining provisions shall not be affected thereby if such remainder would continue to conform to the purposes, terms, and requirements of applicable law. Page 8 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER ARTICLE XIII ASSIGNMENT AND AGREEMENT 13.1 This Agreement shall not be assigned, transferred, conveyed, sublet or otherwise disposed of without the prior written consent of NOTA and the County, through its Board of Commissioners. ARTICLE XIV AMENDMENT 14.1 The Parties agree that no modification of this Agreement, or any Exhibits or Attachments hereto, shall be of any force or effect unless such amendment is dated, reduced to writing, executed by both Parties, and attached to and made a part of this Agreement. No services shall be commenced, and no costs or obligations incurred in consequence of any amendment to this Agreement, or any attachments made hereto unless and until such amendment has been executed and made a part of this Agreement. ARTICLE XV TITLES 15.1 The Parties agree that the titles of the articles and paragraphs of this Agreement are inserted for convenience of identification only and shall not be considered for any other purpose. ARTICLE XVI ENTIRE AGREEMENT 16.1 The Parties agree that this Agreement, the Exhibits attached hereto, and documents referred to herein constitute the entire Agreement between the Parties hereto, that there are no agreements or understandings, implied or expressed, except as specifically set forth or incorporated by reference in the Agreement and that all prior arrangements and understandings in this connection are merged into and contained in this Agreement. Page 9 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER ARTICLE XVII APPLICABLE LAW 17.1 This Agreement shall be governed, interpreted and enforced by the laws of the State of Michigan, excluding Michigan’s conflict of laws principles. Any action brought to enforce, interpret or decide any provision of this agreement or any claim arising under this Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the Court. Except as otherwise required by law, venue is proper in the Courts set forth above. ARTICLE XVIII MISCELLANEOUS 18.1 Discrimination. NOTA, and its subcontractors under this Agreement, shall not discriminate against an employee or an applicant for employment in hiring, any terms or conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial status, marital status or any other reason that is unrelated to the person’s ability to perform the duties of a particular job or position, in accordance with applicable Federal and State laws. 18.2 Flow Down. Any assignment, delegation or subcontract by NOTA must include a requirement that the assignee, designee, or subcontractor will comply with the terms and conditions of this Agreement. The assignment, delegation or subcontract shall in no way diminish or impair performance of any term or condition of this Agreement. 18.3 Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Agreement (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Article 1, Definitions; Article 2, Transportation Services; Article 3, Payment; Article 7, Audits; Article 8, Insurance; Article 9, Indemnification; Article 17, Applicable Law; Article 18, Page 10 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Miscellaneous. 18.4 Reservation of Rights. This Agreement does not, and is not intended to impair, divest, delegate or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty or immunity of the County or NOTA. 18.5 Waiver. Waiver of any term or condition of this Agreement must be in writing and notice given pursuant to the Agreement. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Agreement. No waiver by either Party shall subsequently affect its right to require a strict performance of this Agreement. 18.6 Cumulative Remedies. Either Party’s exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 18.7 Dispute Resolution. The Parties agree to use all commercially reasonable efforts to resolve issues that arise in connection with the implementation, interpretation, enforcement, performance or nonperformance of any aspect of this Agreement. A Party seeking resolution of a dispute under this subsection shall first identify the nature of the dispute, in writing, and present it to the other Party’s Contract Administrator who shall respond within ten (10) business days. If the respective Contract Administrators are unable to resolve the dispute through good faith consultation and negotiation, each party shall then appoint an additional senior executive to assist the Contract Administrators with resolution. If the matter has not reached a mutually acceptable resolution within 30 days of it first being presented to the Contract Administrators, either party may seek resolution through any other legal process up to and including litigation. This subsection shall not apply to a situation in which immediate action is necessary to preserve life or property. 18.8 Term. This Agreement shall begin on the Effective Date and end on the Expiration Date. The “Effective Date” shall be the date the Agreement is signed by the last Party to execute the Agreement. The “Expiration Date” shall be 11:59.59 on December 31, 2025. Unless otherwise provided herein, the Parties are under no obligation to renew or extend this Page 11 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Agreement after the Expiration Date. This Agreement may only be extended by written amendment. 18.9 Notice. All notices required under this contract shall be in writing. Notices shall be effective: a) the next business day, if personally delivered; b) the third business day, if sent by U.S. mail, postage prepaid, return receipt requested; c) the next business day, if sent by a nationally recognized express courier with a reliable tracking system; or d) the next business day with a written response or receipt of confirmation, if sent by e-mail or fax. In each case Notice shall be sent to: To: For North Oakland Transportation Authority: Lynn Gromaski, Executive Director North Oakland Transportation Authority 675 S. Glaspie Oxford, MI, 48371 For Oakland County: Bret Rasegan Planning Manager 2100 Pontiac Lake Rd, Bldg. 41W Waterford, MI 48328 With a copy sent to: Solon Phillips Corporation Counsel 1200 N. Telegraph Rd, Bldg. 14E Pontiac, MI 48341 Page 12 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Part y have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. IN WITNESS WHEREOF, Lynn Gromaski, Executive Director, North Oakland Transportation Authority, hereby acknowledges that he/she has been authorized by a resolution of the North Oakland Transportation Authority, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: ____________________________________ DATE: _______________ Lynn Gromaski, Executive Director North Oakland Transportation Authority WITNESSED: ___________________________________ DATE: _______________ North Oakland Transportation Authority IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: ____________________________________ DATE: _______________ David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: ___________________________________ DATE: _______________ Oakland County Board of Commissioners County of Oakland Page 1 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT A 2023 NORTH OAKLAND TRANSPORTATION AUTHORITY SCOPE OF TRANSPORTATION SERVICES Scope of Work Summary: Current Services The North Oakland Transportation Authority (NOTA) has been providing transportation services since 2001 to qualifying residents of Addison Twp, Oxford Twp, Orion Twp, Lake Orion, Leonard and Oxford Village. Eligible riders include seniors over 60, people with disabilities, and low- income residents along with a companion rider. NOTA accommodates trips to work, medical appointments, shopping, and community events within the driving boundary. In addition, NOTA operates a trolley with limited service between Downtown Oxford and Downtown Lake Orion. Currently, there is a staff of 9 full time and 29 part time employees that provide administration, dispatch and vehicle operation services. The fleet of 25 vehicles provided 40,897 rides in 2022 (average 150-200 rides per day); weekdays from 6:00 a.m. – 9:00 p.m. and weekends from 8:00 a.m. – 4:00 p.m. The cost was $1 for all one-way rides to Orion, Oxford, and Addison Twp and $2 for all other one-way rides in the service area. NOTA did not charge fares from April 2020 to January 2023 due to COVID. 2023 Service Expansion Utilizing Oakland County Millage Funds • Increase hourly wage rates and benefits to become more competitive in the current job market. • Increase number of routes and frequency. • Adjust cost per stop to $2.00 (two dollars) for all riders. • Create a mobile mechanic position to reduce the off-road time NOTA experiences when vehicles are in need of preventative maintenance or repairs. Page 2 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER • Hire and train additional staff (drivers and dispatch). • Improve and expand existing parking lot to accommodate new transit vehicles, fuel center and electric vehicle charging station infrastructure. • Improve existing office space to accommodate new employees. • Begin to implement services in expanded geographic service areas on limited basis. • Collaborate with other transportation providers, Oakland County and local communities to identify expanded geographic service areas and transfer stops to offer eligible riders expanded seamless service to other areas of the county. Page 3 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B 2023 NORTH OAKLAND TRANSPORTATION AUTHORITY BUDGET Oakland County Public Transportation Millage Funds: $2,847,605 to Maintain Current Services plus 2023 Expansion of Services (not to exceed) Terms of Payment for Services: Payment for the Scope of Work as described in Exhibit A will be as follows: Oakland County will distribute an amount not to exceed $2,847,605 (Two Million Eight Hundred Forty-seven Thousand Six Hundred and Five Dollars) in Public Transportation Millage Funds to the North Oakland Transportation Authority (NOTA) for the scope of work that is incorporated into this Agreement as Exhibit A. NOTA will receive a lump sum payment to be disbursed by the County within 30 days of this Agreement being fully executed. Except as extended, modified or amended pursuant to Article II and/or Article III of the Agreement, the Terms of Payment set forth herein shall expire on December 31, 2023. Page 2 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 3 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT C 2023 NORTH OAKLAND TRANSPORTATION AUTHORITY PERFORMANCE REPORT TEMPLATE Page 2 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 3 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT D 2023 NORTH OAKLAND TRANSPORTATION AUTHORITY CONTRACTOR INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be written for not less than any minimum coverage herein specified. Limits of insurance required in no way limit the liability of the Contractor. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Broad Form Contractual including coverage for obligations assumed in this Contract; $1,000,000 – Each Occurrence Limit $1,000,000 – Personal & Advertising Injury $2,000,000 – Products & Completed Operations Aggregate Limit $2,000,000 – General Aggregate Limit $ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. 1. ☐ Fully Insured or State approved self-insurer. 2. ☐ Sole Proprietors must submit a signed Sole Proprietor form. 3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Public Transportation Commercial Automobile Liability Insurance covering bodily injury or Page 2 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER property damage arising out of the use of any owned, hired, or non-owned automobile with a combined single limit of $5,000,000 each accident. This requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the performance of this Contract. Commercial Umbrella/Excess Liability Insurance with minimum limits of $10,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. Employee Dishonesty Bond including Third-Party Employee Theft Insurance Coverage will be required in the minimum amount of the grant with the County of Oakland named as an additional insured. Supplemental Coverages – As Needed 1. Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required when the Contractor has access to County IT systems and/or stores County data electronically. 2. Directors & Officers Liability Insurance with minimum limits of $5,000,000 per claim. 3. Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 4. Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. Page 3 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; 2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; 3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor; 4. Contractors shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property; 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6. If the Contractor’s insurance policies have higher limits than the minimum coverage requirements stated in this document the higher limits shall apply and in no way shall limit the overall liability assumed by the Contractor under contract. 7. The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract; 8. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County’s execution of the Contract and must bear evidence of all required terms, conditions and endorsements; and provide 30 days’ notice of cancellation/material change endorsement. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the Contractor’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management Department.