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HomeMy WebLinkAboutResolutions - 2023.12.07 - 40837 AGENDA ITEM: 2024 Amendment of Interlocal Agreement Between Rochester Hills-Oakland- Rochester Older Persons' Commission and Oakland County for Public Transportation Services DEPARTMENT: Economic Development - Oakland County Transit Division MEETING: Board of Commissioners DATE: Thursday, December 7, 2023 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3546 _ 23-159 Motion to adopt the attached suggested resolution. ITEM CATEGORY SPONSORED BY Contract Brendan Johnson INTRODUCTION AND BACKGROUND This is a request for the approval of an amendment to the Interlocal Agreement and an appropriation of funds to the Older Person’s Commission (OPC) to provide public transit services for the residents of Oakland County in 2024. The appropriation of funds will be in the amount not to exceed $2,6277,800 from the Oakland County Public Transportation Millage. With the passage of the Oakland County Transportation Millage in 2022, millage funds will be disbursed to OPC to support and improve transportation services for all residents in the County through increased service capacity with more vehicles and staff, expanded medical facility destinations, expanded weekend hours, and implementation of general public service in 2024 (see Exhibit A). At the beginning of 2023, Oakland County negotiated and approved the three-year Interlocal Agreement with Exhibits to be negotiated on an annual basis. Amendments to the Exhibits for 2024 are: • Adding a greater level of detail to the scope of transportation services and explanation of expenses (see Exhibit A and Exhibit B.2) • Implementing general public service (see Exhibit A.1.e and Exhibit B.2.b) • Coordinating on announcements of new service changes (see Exhibit A.3.e) • Maintaining the Oakland Transit logo on service vehicles (see Exhibit A.4.d) and adding a new Exhibit to grant license to OPC for use of the Oakland Transit logo (see Exhibit E) • Transitioning to a quarterly payment schedule from an annual lump sum payment and separating payment for capital from payment for operations (see Exhibit B.3) • Listing vehicles planned for purchase with capital payment (see Exhibit B.3.a and Exhibit B.6.a) • Instituting a fare policy for general public riders and destinations outside OPC’s driving boundary (see Exhibit B.5) • Requiring vehicles purchased through the Interlocal Agreement to adhere to Federal vehicle requirements (see Exhibit B.6.b) • Instituting vehicle disposition provisions (see Exhibit B.7) • Instituting discretionary authority of the Oakland County Transit Manager to amend the budget (see Exhibit B.8.a) The attached Exhibits are a work in progress as the Oakland County Transit Division continues to negotiate with the transit providers and their counsel and coordinate with Corporation Counsel; final documents will be shared when available. On final approval, the Board Chair is authorized to amend the Interlocal Agreement on behalf of the County. The FY 2024 budget shall be amended as reflected in the attached(forthcoming) Schedule A – Budget Amendment. POLICY ANALYSIS 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 Eli Cooper, Manager Transit ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 12/11/2023 David Woodward, Board of Commissioners Approved - 12/12/2023 David Coulter, Executive's Office Approved - 12/12/2023 Lisa Brown, Clerk/Register of Deeds Final Approval - 12/13/2023 AGENDA DEADLINE: 12/07/2023 6:00 PM ATTACHMENTS 1. Schedule A - OPC 2024 2. 2024 OPC Contract Amendment_Part signed 3. 2024 OPC Exhibit A_112923 4. 2024 OPC Exhibit B_112923 5. 2024 DRAFT OPC Exhibit E_103123 6. OPCExecutedAgreement2023 COMMITTEE TRACKING 2023-11-16 Transit Ad Hoc - Refer to Economic Development & Infrastructure 2023-11-29 Economic Development & Infrastructure - Forward to Finance 2023-11-29 Finance - Recommend to Board 2023-12-07 Full Board - Adopt Motioned by: Commissioner Charles Cavell Seconded by: Commissioner Ajay Raman Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson Gault (18) No: None (0) Abstain: None (0) Absent: (0) Passed December 7, 2023 RESOLUTION #2023-3546 _ 23-159 Sponsored By: Brendan Johnson Economic Development - Oakland County Transit Division - 2024 Amendment of Interlocal Agreement Between Rochester Hills-Oakland-Rochester Older Persons' Commission and Oakland County for Public Transportation Services Chair and Members of the Board: WHEREAS the Rochester Hills-Oakland-Rochester Older Persons’ Commission (OPC) and Oakland County have agreed to the 2024 amendments to the Public Transportation Agreement set forth in Exhibit A – Scope of Transportation Services and Exhibit B – Budget, to reflect increases in services and associated revenues and costs as well as a new Exhibit E – License for Use of County Servicemark, which is incorporated by reference into the Public Transportation Agreement to provide OPC the license to use the Oakland Transit logo on transit service vehicles and marketing materials, which new and amended exhibits are necessary to deliver public transportation services consistent with the Millage. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves the 2024 Amendments to the Public Transportation Agreement between Oakland County and OPC with the attached 2024 amended Exhibit A – Scope of Transportation Services and Exhibit B – Budget as well as addition of the new Exhibit E – License for Use of County Servicemark. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes an appropriation in an amount not to exceed $2,627,800 from the Oakland County Public Transportation Millage together with a carryforward amount of $360,000 unexpended funds from 2023. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Manager Transit, at his sole discretion, to grant changes in allocations within the line item budget, being Exhibit B attached, at the request of OPC provided that such request shall be presented by OPC to the Manager Transit in writing, specifying the change requested, the reason(s) for the requested change and verifying that such change will not result in an increase in the total budgeted amount under Exhibit B (i.e., a “no cost” amendment). BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Chairperson of the Board to execute the Amendment of Agreement on behalf of Oakland County. BE IT FURTHER RESOLVED that the FY 2024 Budget shall be amended as reflected in the attached Schedule A – Budget Amendment. Chair, the following Commissioners are sponsoring the foregoing Resolution: Brendan Johnson. Date: December 12, 2023 David Woodward, Commissioner Date: December 12, 2023 David Coulter, Oakland County Executive Date: December 13, 2023 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2023-11-16 Transit Ad Hoc - Refer to Economic Development & Infrastructure 2023-11-29 Economic Development & Infrastructure - Forward to Finance 2023-11-29 Finance - Recommend to Board 2023-12-07 Full Board - Adopt Motioned by Commissioner Charles Cavell seconded by Commissioner Ajay Raman to adopt the attached Contract: 2024 Amendment of Interlocal Agreement Between Rochester Hills-Oakland- Rochester Older Persons' Commission and Oakland County for Public Transportation Services. Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson Gault (18) No: None (0) Abstain: None (0) Absent: (0) Passed ATTACHMENTS 1. Schedule A - OPC 2024 2. 2024 OPC Contract Amendment_Part signed 3. 2024 OPC Exhibit A_112923 4. 2024 OPC Exhibit B_112923 5. 2024 DRAFT OPC Exhibit E_103123 6. OPCExecutedAgreement2023 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 December 7, 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, December 7, 2023. Lisa Brown, Oakland County Clerk / Register of Deeds 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 2024 Amendment FY 2025 Amendment FY 2026 Amendment E Oakland Transit Transit Services FND58800 CCN1090802 SC730373 PRG172155 730000 Contracted Services 2,174,225 453,575 - E Oakland Transit Transit Services FND58800 CCN1090802 SC796500 PRG172155 796500 Budgeted Equity Adjustment (2,174,225) (453,575) - Total Expenditures -$ -$ -$ Oakland County, Michigan ECONOMIC DEVELOPMENT - OAKLAND COUNTY TRANSIT DIVISION - OPC 2024 Agreement Schedule "A" DETAIL OAKLAND COUNTY EXECUTIVE DAVID COULTER Transit Division (248) 975-9876 | OaklandCountyTransit@oakgov.com AMENDMENT OF INTERLOCAL CONTRACT: CON00010158 AMENDMENT: 2024-1 AMENDMENT DATE: November 27, 2023 This AMENDMENT OF INTERLOCAL CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND (hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR ADDRESS Rochester Hills – Oakland -Rochester Older Persons’ Commission 650 Letica Drive Rochester, Michigan 48307 Vendor Number: 0000028879 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: In addition to and without limiting any of Contractor’s obligations or duties under the Contract, Contractor shall provide County with the Deliverables (goods and/or services) provided in the attached Amended Exhibit A (Scope of Transportation Services) for the values provided therein, which is included and incorporated into this Amendment. The Parties shall comply with the terms in Amended Exhibit A (Scope of Transportation Services). OAKLAND COUNTY EXECUTIVE DAVID COULTER Transit Division (248) 975-98 76 | OaklandCountyTransit@oakgov.com Page 2 of 3 AMENDMENT OF INTERLOCAL AGREEMENT In addition to and without limiting any of Contractor’s obligations or duties under the Contract, Contractor shall provide County with the Deliverables (goods and/or services) provided in the attached Amended Exhibit B (Budget ) for the prices provided therein, which is included and incorporated into this Amendment. The Parties shall comply with the terms in Amended Exhibit B (Budget). For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Amendment on behalf of the County, and Contractor and by doing so legally obligate and bind the County and Contractor to the terms and conditions of the Contract and this Amendment. Authorization and Completion of Agreement. The Par ties have taken all actions and secured all approvals necessary to authorize and complete this Amendment of Interlocal Contract. The persons signing this Agreement on behalf of each Par ty have legal authority to sign this Agreement and b ind the Parties to the terms and conditions contained herein. IN WITNESS WHEREO F, Renee Cortright, Executive Director, Rochester Hills-Oakland-Rochester Older Persons’ Commission, hereby acknowledges that she has been authorized by a resolution of the Rochester Hills-Oakland-Rochester Older Persons’ Commission, 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 Agree ment. EXECUTED: ____________________________________ DATE: _______________ Renee Cortright, Executive Director Rochester Hills-Oakland-Rochester Older Persons’ Commission WITNESSED: ___________________________________ DATE: _______________ Rochester Hills-Oakland-Rochester Older Persons’ Commission 11/30/2023 Tim Soave 11/30/2023 OAKLAND COUNTY EXECUTIVE DAVID COULTER Transit Division (248) 975-9876 | OaklandCountyTransit@oakgov.com Page 3 of 3 AMENDMENT OF INTERLOCAL AGREEMENT IN WITNESS WHEREOF, David T. Woodward, Chairper son, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized b y a resolution of the Oakland County Board of Commissioners to execute this A greement on behalf of Oakland Coun ty, 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 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT A AMENDMENT: 2024-1 2024 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS’ COMMISSION (OPC) SCOPE OF TRANSPORTATION SERVICES Scope of Work Summary: 1.2024 Scope of Services Utilizing Oakland County Millage Funds a.In this agreement, the term “Participating Community” is defined to include Oakland Township and the Cities of Rochester and Rochester Hills. b.OPC shall begin the service as set forth in this Exhibit A on January 1, 2024. c.OPC shall provide transportation services for residents of the Participating Communities as outlined in Exhibits A and B. Residents of Participating Communities can utilize OPC transportation services within the driving boundaries as shown on the 2024 OPC Service Area Map on page 5 of this Exhibit A and to the medical facilities listed on page 6 of this Exhibit A. d.In addition to continued transportation services for senior, low-income, disabled, and veteran residents to be in place on January 1, 2024, transportation services will be made available to the general public on or before June 30, 2024 based upon mutually acceptable schedule and fares with the priority being given to seniors aged 55 and older, low-income individuals, persons with disabilities, and veterans; however, trip fulfillment is at the discretion of OPC, subject to its capacity to accommodate such trips. 2.Service Guidelines a.Observed Holidays include the following: New Year’s Eve, New Year’s Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve, and Christmas Day. Trip fulfillment on observed holidays is at the discretion of OPC, subject to its capacity to accommodate such trips. Page 2 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER b.Weekday service hours shall be expanded from 7:00 a.m. – 8:00 p.m. to 6:00 a.m. – 9:00 p.m. Monday-Friday, excluding holidays. c.Starting in the summer of 2024, weekend service hours shall be expanded on Saturdays from 9:00 a.m. – 4:00 p.m. to 8:00 a.m. – 4:00 p.m. and Sunday service shall be initiated with hours and routes to be determined. d.Residents may request to be transported outside of OPC’s posted service hours and on observed holidays, but trip fulfillment is solely at the discretion of OPC based on its capacity to accommodate such trips. e.Customer service and ride scheduling call center hours shall be maintained Monday- Friday from 9:00 a.m. – 2:30 p.m., excluding holidays. f.Riders will schedule trips directly with OPC and advance notice of at least 3 business days is requested. Riders can request rides with less advance notice, but trip fulfillment is at the discretion of OPC based on its capacity to accommodate such trips. 3.Relations of Parties a.OPC staff shall attend scheduled meetings with Oakland County Transit Division staff and the other Oakland County transit providers to coordinate on a seamless system of transportation that meets the needs of all Oakland County residents. b.OPC will work in a timely manner to address all concerns related to the contracted services presented by the Oakland County Transit Division staff and/or staff/elected officials from Participating Communities. c.OPC will work with other Oakland County transit providers to fulfill trip requests when the provider is unable to accommodate them internally subject to OPC’s capacity and software capabilities. d.OPC will work towards enabling transfers to and from other Oakland County transit providers, if needed, to fulfill trip requests, with transfer locations and fare payment coordinated with the other transit provider(s). Transfers will be at OPC’s discretion and subject to capacity and software capabilities. Page 3 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER e.OPC will share announcements of new service changes utilizing Transit Millage funding (for example: draft press releases, newsletters, marketing, and communications information) with Oakland County Transit Division staff at least two weeks before release to ensure coordinated communication and will incorporate the Oakland Transit logo as outlined in Exhibit E. Oakland County will also share announcements or information mentioning OPC with OPC at least two weeks before release. 4.Service Operations a.OPC will always maintain its equipment in good mechanical condition in conformity with all applicable safety regulations and will keep all vans and/or buses in clean condition. OPC vehicles shall be subject to inspection by Oakland County upon reasonable demand. b.OPC warrants that it now has, and will continue to have, during the term of this agreement, all necessary licenses, certifications, or other documents required by any federal or state governmental agency which authorize, permit or pertain to the operation of public transportation service. Verification of such licenses shall be presented to Oakland County upon demand. c.OPC will utilize drivers for this service who are properly qualified and lawfully licensed for the service provided in the vehicles used and have received training. Criminal background checks will be performed on all drivers. Drivers will display proper courtesy toward passengers and maintain a neat, clean appearance. d.OPC will maintain official logos, markings, or text affixed to the exterior of all revenue service vehicles that include “Older Persons’ Commission/OPC” and “Oakland Transit” so users of the service can identify vehicles. Usage of the Oakland Transit logo is outlined in Exhibit E – License for Use of County Servicemark. e.Due to the late contract start in 2023, OPC estimates that $360,000 of the 2023 allocation will be unspent by December 31, 2023. OPC plans to carry this amount forward to 2024 to partially cover the cost of renovations and improvements to a new leased transportation facility. This facility is needed to support the expanded services (vehicle Page 4 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER storage and additional staff) listed in this Exhibit A and Exhibit B. This is a one-time carry forward and expense. Page 5 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 6 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B AMENDMENT: 2024-1 2024 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS’ COMMISSION (OPC) BUDGET Oakland County Public Transportation Millage Funds: Total payment not to exceed $2,627,800 to maintain current services and expand services as planning substantiates. 1.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 $2,627,800 (Two Million Six Hundred Twenty-Seven Thousand Eight Hundred Dollars) in Public Transportation Millage Funds to OPC for the scope of work that is incorporated into this Agreement as Exhibit A. OPC will carry forward and use $360,000 of unexpended 2023 Oakland County Public Transportation Millage funds in addition to the $2,627,800 for 2024 for a total revenue from the Oakland County Public Transportation Millage of $2,987,800, as indicated in the Budget. OPC will receive quarterly payments as shown in the Payment Schedule table below. 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, 2024. 2.Fee for Transportation Services The following factors are included in the OPC fee for transportation services: a.Insurance: Insurance coverages to meet the County Contractor Insurance Requirements as described in Exhibit D. b. Operations: OPC anticipates an overall increase in operational costs compared to the 2023 budget due to expanded hours of service and opening the service to the general public, leading to a projected increase in ridership. c.Fuel and Maintenance: OPC shall be responsible for fueling, cleaning, and all Page 2 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER maintenance of vehicles. Vehicles shall be maintained consistent with appropriate industry safety standards. d.Fares: OPC is implementing an updated fare structure, as outlined in Section 5. e.Staff: Hire and train additional staff to enhance capacity and deliver quality services. f.Vehicle Fleet: Take delivery of additional ADA-compliant vehicles to expand the vehicle fleet to meet projected capacity needs and improve service frequency. g.Facility: OPC is relocating both its administrative office and vehicle storage to a new leased facility. Capital expenses for outfitting of the new facility are included in line items “Expansions- Parking Lots, Building Etc” and “Office Capital” in the Budget under “Capital Costs”. Rent for this facility is included in the “Building Rent/Lease” line item of the Budget under “Building Costs”. 3.Payment Schedule 2024 Operations Capital Jan (for Jan-Mar services) $ 453,575 $ 813,500 Apr (for Apr-Jun services) $ 453,575 Jul (for Jul-Sept services $ 453,575 Oct (for Oct-Dec services) $ 453,575 TOTAL $ 1,814,300 $ 813,500 a.$813,500 has been allocated for capital expenditures coming from the total Oakland County Public Transportation Millage revenue of $2,987,800 for outfitting of OPC’s new facility at $605,500 and for the purchase of Project Vehicle(s): three (3) ADA- compliant transit vans. This shall be paid by Oakland County to OPC in an amount not to exceed $208,000 (Two Hundred Eight Thousand Dollars) within 30 days of Oakland County receiving notice of delivery of each vehicle from OPC. 4.Invoices a.The first payment by the County, after the Agreement is fully executed, will be made within 30 days of receipt of an invoice from OPC for the amount listed in Section 3. Thereafter, OPC shall submit an invoice for payment on the first day of each quarter, Page 3 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER with the County making payment no later than the last day of the first month of the quarter. 5.Fare Collection a.OPC shall charge residents of Participating Communities utilizing its service a base fare of $4.00 per each one-way trip within the driving boundary as shown on the 2024 OPC Service Area Map and to the listed medical facilities as incorporated in Exhibit A. b.OPC shall charge seniors aged 55 and older, persons with disabilities, low-income individuals, and veterans of Participating Communities a discounted fare of $2.00 per one-way trip within the driving boundary as shown on the 2024 OPC Service Area Map and to the listed medical facilities as incorporated in Exhibit A. c.OPC may, at its sole discretion, provide trips outside the driving boundary as shown on the 2024 OPC Service Area Map and to destinations not included in the listed medical facilities incorporated in Exhibit A to residents of Participating Communities at a base fare of $4.00 per one-way trip plus $2.50 per mile driven outside the boundary subject to capacity and software capabilities. d.OPC may, at its sole discretion, provide trips outside the driving boundary as shown on the 2024 OPC Service Area Map and to destinations not included in the listed medical facilities incorporated in Exhibit A for seniors aged 55 and older, persons with disabilities, low-income individuals, and veterans of Participating Communities at a discounted fare of $2.00 per one-way trip plus a discounted rate of $1.25 per mile driven outside the boundary subject to capacity and software capabilities. e.The per mile fee for all one-way out of boundary trips is charged starting at the driving boundary and ending at the destination and vice versa. f.Fares for rides will be the sole responsibility of the rider and will be paid at the time of the ride. g.Aides or persons assisting either seniors or persons with disabilities will be permitted to ride at no cost. h.All fares paid by eligible residents are to be retained by OPC. Page 4 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 6.Capital Expenditures a.OPC shall take delivery of three (3) ADA-compliant transit vans for expanded and general public service, hereinafter referred to as “Project Vehicle(s),” to expand and improve service in accordance with the terms and conditions of this Agreement. b.The Project Vehicle(s) shall comply with all Federal Contract Clauses: All federal clauses can be found in the respective contracts on the State Vehicle Contracts and Procurement website at https://www.michigan.gov/mdot/ travel/mobility/pub-transit/state-vehicle-contracts-and-procurement. c.All capital expenditures for the purchase of Project Vehicle(s) shall comply with Section 3(a), above. d.OPC agrees to use Project Vehicle(s) for the purposes as stated in Exhibit A, which is incorporated into this Agreement. e.OPC agrees to provide all maintenance and repair of these vehicles, consistent with its responsibilities in Section 2(c), above. f.Prior to delivery of the Project Vehicle(s), OPC shall provide Oakland County with the Make, Model and VIN number(s) of the Project Vehicle(s). g.OPC is to notify Oakland County that they have taken possession of the Project Vehicle(s) and provide the date that each Project Vehicle(s) is placed in revenue service. h.OPC shall notify Oakland County of any changes, collisions, or significant damage to the Project Vehicle(s). i.OPC shall retain title to Project Vehicle(s). No Project Vehicle(s) shall be disposed of or reassigned without prior written approval by Oakland County. 7.Project Vehicle Disposition The Parties intend and agree that if Oakland County provides funding for capital expenditures (i.e., vehicles) to OPC and this Agreement is terminated or not renewed Page 5 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER before any or all of the purchased vehicles reach the end of their Minimum Useful Life, as defined herein, or if a purchased vehicle is removed from service prior to the end of its Minimum Useful Life, OPC shall reimburse Oakland County for the Remaining Value of any such vehicle(s) in accordance with the following: a.For the purpose of this Agreement, the “Minimum Useful Life” of each purchased vehicle shall be determined to be five (5) years, beginning on the date the vehicle is placed into service. b.The value of each vehicle shall be depreciated on a straight-line basis according to the time each vehicle has been in service, i.e., twenty percent (20%) depreciation in value for each year the vehicle has been in service, or any fraction thereof. Thus, each vehicle will be fully depreciated five (5) years after it is put into service. c.Correspondingly, the Remaining Value of the vehicle shall be the purchase price minus depreciation. d.Any insurance proceeds obtained by OPC in connection with a vehicle which is permanently taken from service as a result of collision, fire, or other such casualty shall be applied toward the amount of reimbursement owed to Oakland County. Oakland County will then work with OPC to determine whether a replacement vehicle is to be purchased by Oakland County with transit millage funds. e.No vehicle shall be disposed of before the end of its Minimum Useful Life without prior Oakland County approval. f.OPC shall maintain financial and operating records for each vehicle for at least seven (7) years from the date of its disposal or permanent removal from service. Page 6 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 8.Budget Revenues Fares $ 90,200 2023 Remaining Oakland County Transit Millage* $ 360,000 2024 Oakland County Transit Millage $ 2,627,800 Municipal Credits $ 102,400 Community Credits $ 0 Grant Revenue $ 22,200 Local Revenue $ 0 Other Revenue: Miscellaneous $ 4,200 Revenue Total $ 3,206,800 Expenses Salaries and Benefits Administration Salary $ 160,600 Dispatch/Drivers Wages $ 953,400 Mechanic/Maintenance Wages $ 0 Grant Payroll Expenses $ 0 Personnel Benefits $ 232,700 Pension/Retirement Benefits $ 22,500 Other: Salary Expenses $ 20,500 Salaries and Benefits Total $ 1,389,700 Program Costs Communication Expenses- Phones, Tablets Etc. $ 10,000 Drug and Alcohol Testing $ 28,200 Fuel - Diesel and Oil $ 219,500 Grant Program Expenses $ 0 Insurance Expenses $ 144,500 Maintenance/Repairs $ 152,100 Other: Program Costs $ 10,500 Program Cost Total $ 564,800 Building Costs Building Rent/Lease $ 141,800 Snow Removal/Landscaping $ 30,000 Utilities $ 36,600 Other: Building Operating Expenses $ 13,000 Building Cost Total $ 221,400 Operating Expenses Advertising/Marketing $ 5,000 Dispatch Software $ 20,000 Memberships and Dues $ 100 Page 7 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Office Supplies $ 3,100 Professional Development- Training, Education, Travel, Etc. $ 2,000 Professional Services- Audit, Legal, Website, IT, Other $ 15,100 On Demand Contract $ 160,000 Other: Administrative Costs $ 12,100 Operating Expenses Total $ 217,400 Contingency Contingency $ 0 Contingency Total $ 0 Capital Costs Equipment $ 0 Expansions- Parking Lots, Building Etc* $ 600,000 Office Capital $ 5,500 Software $ 0 Vehicles $ 208,000 Other: Capital Costs (depreciation) $ 0 Capital Costs Total $ 813,500 Expense Total $ 3,206,800 *Due to the late contract start in 2023, OPC estimates that $360,000 of the 2023 allocation will be unspent by December 31, 2023. OPC plans to carry this amount forward to 2024 to partially cover the cost of renovations and improvements to a new leased transportation facility. This facility is needed to support the expanded services (vehicle storage and additional staff) listed in Exhibit A and this Exhibit B. This is a one-time carry forward and expense. a.Any changes to line item budget allocations requested by OPC shall be made in writing, directed to the Oakland County Manager Transit, and shall specify the nature of the change requested, the reason for the proposed change and whether or not the requested change will result in an increase in the overall total budget amount. The Manager Transit shall then have sole discretion to grant or deny the change, in whole or in part, consistent with the authority that the Manager Transit has been given by the Oakland County Board of Commissioners. Page 8 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER b.Other than as provided in the above subsection (a), the Parties acknowledge that in accordance with subsection 14.1 of the Agreement (“Amendments”), the commitment or disbursement of Public Transportation Millage funds by OPC for items not specifically budgeted above, or payment by OPC of an amount in an excess of the budgeted amount for a particular line item as addressed under subsection 3.4 of the Agreement (“Not to Exceed”) are not permissible under this Agreement without a duly approved and executed amendment to the Agreement. No services shall be commenced, and no costs or obligations incurred, including, but not limited to, real property transactions or capital expenditures not presently budgeted, unless appropriate approval has been obtained from the County. Page 1 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT A AMENDMENT: 2024-1 2024 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS’ COMMISSION (OPC) SCOPE OF TRANSPORTATION SERVICES Scope of Work Summary: 1. 2024 Scope of Services Utilizing Oakland County Millage Funds a. In this agreement, the term “Participating Community” is defined to include Oakland Township and the Cities of Rochester and Rochester Hills. b. OPC shall begin the service as set forth in this Exhibit A on January 1, 2024. c. OPC shall provide transportation services for residents of the Participating Communities as outlined in Exhibits A and B. Residents of Participating Communities can utilize OPC transportation services within the driving boundaries as shown on the 2024 OPC Service Area Map on page 4 of this Exhibit A and to the medical facilities listed on page 5 of this Exhibit A. d. In addition to continued transportation services for senior, low-income, disabled, and veteran residents to be in place on January 1, 2024, transportation services will be made available to the general public on or before June 30, 2024 based upon mutually acceptable schedule and fares with the priority being given to seniors aged 55 and older, low-income individuals, persons with disabilities, and veterans; however, trip fulfillment is at the discretion of OPC, subject to its capacity to accommodate such trips. 2. Service Guidelines a. Observed Holidays include the following: New Year’s Eve, New Year’s Day, Easter, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve, and Christmas Day. Trip fulfillment on observed holidays is at the discretion of OPC, subject to its capacity to accommodate such trips. Page 2 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER b. Weekday service hours shall be expanded from 7:00 a.m. – 8:00 p.m. to 6:00 a.m. – 9:00 p.m. Monday-Friday, excluding holidays. c. Starting in the summer of 2024, weekend service hours shall be expanded on Saturdays from 9:00 a.m. – 4:00 p.m. to 8:00 a.m. – 4:00 p.m. and Sunday service shall be initiated with hours and routes to be determined. d. Residents may request to be transported outside of OPC’s posted service hours and on observed holidays, but trip fulfillment is soley at the discretion of OPC based on its capacity to accommodate such trips. e. Customer service and ride scheduling call center hours shall be maintained Monday- Friday from 9:00 a.m. – 2:30 p.m., excluding holidays. f. Riders will schedule trips directly with OPC and advance notice of at least 3 business days is requested. Riders can request rides with less advance notice, but trip fulfillment is at the discretion of OPC based on its capacity to accommodate such trips. 3. Relations of Parties a. OPC staff shall attend scheduled meetings with Oakland County Transit Division staff and the other Oakland County transit providers to coordinate on a seamless system of transportation that meets the needs of all Oakland County residents. b. OPC will work in a timely manner to address all concerns related to the contracted services presented by the Oakland County Transit Division staff and/or staff/elected officials from Participating Communities. c. OPC will work with other Oakland County transit providers to fulfill trip requests when the provider is unable to accommodate them internally subject to OPC’s capacity and software capabilities. d. OPC will work towards enabling transfers to and from other Oakland County transit providers, if needed, to fulfill trip requests, with transfer locations and fare payment coordinated with the other transit provider(s). Transfers will be at OPC’s discretion and subject to capacity and software capabilities. Page 3 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER e. OPC will share announcements of new service changes utilizing Transit Millage funding (for example: draft press releases, newsletters, marketing, and communications information) with Oakland County Transit Division staff at least two weeks before release to ensure coordinated communication and will incorporate the Oakland Transit logo as outlined in Exhibit E. Oakland County will also share announcements or information mentioning OPC with OPC at least two weeks before release. 4. Service Operations a. OPC will always maintain its equipment in good mechanical condition in conformity with all applicable safety regulations and will keep all vans and/or buses in clean condition. OPC vehicles shall be subject to inspection by Oakland County upon reasonable demand. b. OPC warrants that it now has, and will continue to have, during the term of this agreement, all necessary licenses, certifications, or other documents required by any federal or state governmental agency which authorize, permit or pertain to the operation of public transportation service. Verification of such licenses shall be presented to Oakland County upon demand. c. OPC will utilize drivers for this service who are properly qualified and lawfully licensed for the service provided in the vehicles used and have received training. Criminal background checks will be performed on all drivers. Drivers will display proper courtesy toward passengers and maintain a neat, clean appearance. d. OPC will maintain official logos, markings, or text affixed to the exterior of all revenue service vehicles that include “Older Persons’ Commission/OPC” and “Oakland Transit” so users of the service can identify vehicles. Usage of the Oakland Transit logo is outlined in Exhibit E – License for Use of County Servicemark. e. Due to the late contract start in 2023, OPC estimates that $360,000 of the 2023 allocation will be unspent by December 31, 2023. OPC plans to carry this amount forward to 2024 to partially cover the cost of renovations and improvements to a new leased transportation facility. This facility is needed to support the expanded services (vehicle Page 4 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER storage and additional staff) listed in this Exhibit A and Exhibit B. This is a one-time carry forward and expense. Page 5 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 6 of 6 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B AMENDMENT: 2024-1 2024 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS’ COMMISSION (OPC) BUDGET Oakland County Public Transportation Millage Funds: Total payment not to exceed $2,627,800 to maintain current services and expand services as planning substantiates. 1. 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 $2,627,800 (Two Million Six Hundred Twenty-Seven Thousand Eight Hundred Dollars) in Public Transportation Millage Funds to OPC for the scope of work that is incorporated into this Agreement as Exhibit A. OPC will carry forward and use $360,000 of unexpended 2023 Oakland County Public Transportation Millage funds in addition to the $2,627,800 for 2024 for a total revenue from the Oakland County Public Transportation Millage of $2,987,800, as indicated in the Budget. OPC will receive quarterly payments as shown in the Payment Schedule table below. 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, 2024. 2. Fee for Transportation Services The following factors are included in the OPC fee for transportation services: a. Insurance: Insurance coverages to meet the County Contractor Insurance Requirements as described in Exhibit D. b. Operations: OPC anticipates an overall increase in operational costs compared to the 2023 budget due to expanded hours of service and opening the service to the general public, leading to a projected increase in ridership. c. Fuel and Maintenance: OPC shall be responsible for fueling, cleaning, and all Page 2 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER maintenance of vehicles. Vehicles shall be maintained consistent with appropriate industry safety standards. d. Fares: OPC is implementing an updated fare structure, as outlined in Section 6. e. Staff: Hire and train additional staff to enhance capacity and deliver quality services. f. Vehicle Fleet: Take delivery of additional ADA-compliant vehicles to expand the vehicle fleet to meet projected capacity needs and improve service frequency. g. Facility: OPC is relocating both its administrative office and vehicle storage to a new leased facility. Capital expenses for outfitting of the new facility are included in line items “Expansions- Parking Lots, Building Etc” and “Office Capital” in the Budget under “Capital Costs”. Rent for this facility is included in the “Building Rent/Lease” line item of the Budget under “Building Costs”. 3. Payment Schedule 2024 Operations Capital Jan (for Jan-Mar services) $ 453,575 $ 813,500 Apr (for Apr-Jun services) $ 453,575 Jul (for Jul-Sept services $ 453,575 Oct (for Oct-Dec services) $ 453,575 TOTAL $ 1,814,300 $ 813,500 a. $813,500 has been allocated for capital expenditures coming from the total Oakland County Public Transportation Millage revenue of $2,987,800 for outfitting of OPC’s new facility at $605,500 and for the purchase of Project Vehicle(s): three (3) ADA- compliant Dodge Pro-Master Vans. This shall be paid by Oakland County to OPC in an amount not to exceed $208,000 (Two Hundred Eight Thousand Dollars) within 30 days of Oakland County receiving notice of delivery of each vehicle from OPC. 4. Invoices a. The first payment by the County, after the Agreement is fully executed, will be made within 30 days of receipt of an invoice from OPC for the amount listed in Section 3. Thereafter, OPC shall submit an invoice for payment on the first day of each quarter, Page 3 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER with the County making payment no later than the last day of the first month of the quarter. 5. Fare Collection a. OPC shall charge residents of Participating Communities utilizing its service a base fare of $4.00 per each one-way trip within the driving boundary as shown on the 2024 OPC Service Area Map and to the listed medical facilities as incorporated in Exhibit A. b. OPC shall charge seniors aged 55 and older, persons with disabilities, low-income individuals, and veterans of Participating Communities a discounted fare of $2.00 per one-way trip within the driving boundary as shown on the 2024 OPC Service Area Map and to the listed medical facilities as incorporated in Exhibit A. c. OPC may, at its sole discretion, provide trips outside the driving boundary as shown on the 2024 OPC Service Area Map and to destinations not included in the listed medical facilities incorporated in Exhibit A to residents of Participating Communities at a base fare of $4.00 per one-way trip plus $2.50 per mile driven outside the boundary subject to capacity and software capabilities. d. OPC may, at its sole discretion, provide trips outside the driving boundary as shown on the 2024 OPC Service Area Map and to destinations not included in the listed medical facilities incorporated in Exhibit A for seniors aged 55 and older, persons with disabilities, low-income individuals, and veterans of Participating Communities at a discounted fare of $2.00 per one-way trip plus a discounted rate of $1.25 per mile driven outside the boundary subject to capacity and software capabilities. e. The per mile fee for all one-way out of boundary trips is charged starting at the driving boundary and ending at the destination and vice versa. f. Fares for rides will be the sole responsibility of the rider and will be paid at the time of the ride. g. Aides or persons assisting either seniors or persons with disabilities will be permitted to ride at no cost. h. All fares paid by eligible residents are to be retained by OPC. Page 4 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 6. Capital Expenditures a. OPC shall take delivery of three (3) ADA -compliant Dodge Pro-Master Vans for expanded and general public service, hereinafter referred to as “Project Vehicle(s),” to expand and improve service in accordance with the terms and conditions of this Agreement. b. The Project Vehicle(s) shall comply with all Federal Contract Clauses: All federal clauses can be found in the respective contracts on the State Vehicle Contracts and Procurement website at https://www.michigan.gov/mdot/travel/mobility/pub- transit/state -vehicle-contracts-and-procurement. c. All capital expenditures for the purchase of Project Vehicle(s) shall comply with Section 3(a), above. d. OPC agrees to use Project Vehicles for the purposes as stated in Exhibit A, which is incorporated into this Agreement. e. OPC agrees to provide all maintenance and repair of these vehicles, consistent with its responsibilities in Section 2(c), above. f. Prior to delivery of the Project Vehicle(s), OPC shall provide Oakland County with the Make, Model and VIN number(s) of the Project Vehicle(s). g. OPC is to notify Oakland County that they have taken possession of the Project Vehicle(s) and provide the date that each Project Vehicle(s) is placed in revenue service. h. OPC shall notify Oakland County of any changes, collisions, or significant damage to the Project Vehicle(s). i. OPC shall retain title to Project Vehicles. No Project Vehicles shall be disposed of or reassigned without prior written approval by Oakland County. 7. Project Vehicle Disposition The Parties intend and agree that if Oakland County provides funding for capital expenditures (i.e., vehicles) to OPC and this Agreement is terminated or not renewed before any or all of Page 5 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER the purchased vehicles reach the end of their Minimum Useful Life, as defined herein, or if a purchased vehicle is removed from service prior to the end of its Minimum Useful Life, OPC shall reimburse Oakland County for the Remaining Value of any such vehicle(s) in accordance with the following: a. For the purpose of this Agreement, the “Minimum Useful Life” of each purchased vehicle shall be determined to be five (5) years, beginning on the date the vehicle is placed into service. b. The value of each vehicle shall be depreciated on a straight-line basis according to the time each vehicle has been in service, i.e., twenty percent (20%) depreciation in value for each year the vehicle has been in service, or any fraction thereof. Thus, each vehicle will be fully depreciated five (5) years after it is put into service. c. Correspondingly, the Remaining Value of the vehicle shall be the purchase price minus depreciation. d. Any insurance proceeds obtained by OPC in connection with a vehicle which is permanently taken from service as a result of collision, fire, or other such casualty shall be applied toward the amount of reimbursement owed to Oakland County. Oakland County will then work with OPC to determine whether a replacement vehicle is to be purchased by Oakland County with transit millage funds. e. No vehicle shall be disposed of before the end of its Minimum Useful Life without prior Oakland County approval. f. OPC shall maintain financial and operating records for each vehicle for at least seven (7) years from the date of its disposal or permanent removal from service. Page 6 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 8. Budget Revenues Fares $ 90,200 2023 Remaining Oakland County Transit Millage* $ 360,000 2024 Oakland County Transit Millage $ 2,627,800 Municipal Credits $ 102,400 Community Credits $ 0 Grant Revenue $ 22,200 Local Revenue $ 0 Other Revenue: Miscellaneous $ 4,200 Revenue Total $ 3,206,800 Expenses Salaries and Benefits Administration Salary $ 160,600 Dispatch/Drivers Wages $ 953,400 Mechanic/Maintenance Wages $ 0 Grant Payroll Expenses $ 0 Personnel Benefits $ 232,700 Pension/Retirement Benefits $ 22,500 Other: Salary Expenses $ 20,500 Salaries and Benefits Total $ 1,389,700 Program Costs Communication Expenses- Phones, Tablets Etc. $ 10,000 Drug and Alcohol Testing $ 28,200 Fuel - Diesel and Oil $ 219,500 Grant Program Expenses $ 0 Insurance Expenses $ 144,500 Maintenance/Repairs $ 152,100 Other: Program Costs $ 10,500 Program Cost Total $ 564,800 Building Costs Building Rent/Lease $ 141,800 Snow Removal/Landscaping $ 30,000 Utilities $ 36,600 Other: Building Operating Expenses $ 13,000 Building Cost Total $ 221,400 Operating Expenses Advertising/Marketing $ 5,000 Dispatch Software $ 20,000 Memberships and Dues $ 100 Page 7 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Office Supplies $ 3,100 Professional Development- Training, Education, Travel, Etc. $ 2,000 Professional Services- Audit, Legal, Website, IT, Other $ 15,100 On Demand Contract $ 160,000 Other: Administrative Costs $ 12,100 Operating Expenses Total $ 217,400 Contingency Contingency $ 0 Contingency Total $ 0 Capital Costs Equipment $ 0 Expansions- Parking Lots, Building Etc* $ 600,000 Office Capital $ 5,500 Software $ 0 Vehicles $ 208,000 Other: Capital Costs (depreciation) $ 0 Capital Costs Total $ 813,500 Expense Total $ 3,206,800 *Due to the late contract start in 2023, OPC estimates that $360,000 of the 2023 allocation will be unspent by December 31, 2023. OPC plans to carry this amount forward to 2024 to partially cover the cost of renovations and improvements to a new leased transportation facility. This facility is needed to support the expanded services (vehicle storage and additional staff) listed in Exhibit A and this Exhibit B. This is a one-time carry forward and expense. a. Any changes to line item budget allocations requested by OPC shall be made in writing, directed to the Manager Transit, and shall specify the nature of the change requested, the reason for the proposed change and whether or not the requested change will result in an increase in the overall total budget amount. The Manager Transit shall have then have sole discretion to grant or deny the change, in whole or in part, consistent with the authority that the Manager Transit has been given by the Oakland County Board of Commissioners (BOC). Page 8 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER b. Other than as provided in the above subsection (a), the Parties acknowledge that in accordance with subsection 14.1 of the Agreement (“Amendments”), the commitment or disbursement of Public Transportation Millage funds by OPC for items not specifically budgeted above, or payment by OPC of an amount in an excess of the budgeted amount for a particular line item as addressed under subsection 3.4 of the Agreement (“Not to Exceed”) are not permissible under this Agreement without a duly approved and executed amendment to the Agreement. No services shall be commenced, and no costs or obligations incurred, including, but not limited to, real property transactions or capital expenditures not presently budgeted, unless appropriate approval has been obtained from the County. Page 1 of 3 Exhibit E – SERVICEMARK LICENSE AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT E 2024 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS’ COMMISSION (OPC) LICENSE FOR USE OF COUNTY SERVICEMARK Under Article XI of the Public Transportation Agreement, “Signs and Identification”, a license to use the Oakland County Servicemark must be granted in writing, in accordance with the terms and conditions set forth by Oakland County. This Exhibit E, which is hereby incorporated by reference into the Public Transportation Agreement, consistent with the requirements of Article XI, grants to the Contractor a revocable, non-exclusive license to use the County Servicemark (the “Mark”) as described in the Servicemark Guidelines (below) for programs and activities that are directly related to the Deliverables and governmental services provided by Oakland County. The Mark may be used on: •Printed materials •Electronic materials •Contractor’s website: https://opccenter.org/ •Transit service vehicles Contractor shall not use the Mark for any other purpose. The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action that will interfere with County’s rights in the Mark. The County may terminate Contractor’s license under this Exhibit, if County notifies Contractor it has breached the terms of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following termination of license under this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or website authorized for use above. Notwithstanding the foregoing, the County expressly reserves the right to revoke and rescind the Contractor’s license to use the County’s Mark at any time, if in the exercise of its business judgment the County determines it is advisable to do so. Contractor shall provide County with written confirmation that such actions have been taken. Upon termination of the Contract, the Contractor’s license to use the County’s Mark shall be revoked and rescinded, and Contractor shall cease all use of the Mark. Page 2 of 3 Exhibit E – SERVICEMARK LICENSE AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Servicemark Guidelines The Guidelines for proper use of the Mark provided to the Contractor are as follows: 1. Primary Logo Oakland Transit has one logo, shown below. 2. Logo Variations Logos should appear in full color when used in a full color design, whenever possible. However, if the publication requires a single color version of the logo, choose either all- black or all-white. No other color is acceptable. Page 3 of 3 Exhibit E – SERVICEMARK LICENSE AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 3. Brand Colors The primary Oakland Transit logo uses the following brand colors. CMYK 100.53.2.30 CMYK 85.24.0.0 CMYK 84.15.78.2 RGB 0.82.138 RGB 0.150.214 RGB 0.153.102 HEX #00528a HEX #0096d6 HEX #009966 4. File Sharing Raster and vector files for the Oakland Transit logo are available upon request. 5. Questions For questions or clarification on these brand standards, please contact: Pam Tremble Graphic Designer County Executive Administration (248) 858-8964 | tremblep@oakgov.com Do not provide copies to a third-party of any artwork provided to you by County and referenced in this Exhibit without the express consent of County. FOR PEX BY:________________________ DATE:________________, 20__ Anne Murphy, Director of Transportation OPC FOR OAKLAND COUNTY BY:_________________________ DATE:________________, 20__ Scott Guzzy, Purchasing Administrator Oakland County Page 1 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER PUBLIC TRANSPORTATION AGREEMENT BETWEEN ROCHESTER HILLS- OAKLAND-ROCHESTER OLDER PERSONS’ COMMISSION AND OAKLAND COUNTY THIS PUBLIC TRANSPORTATION AGREEMENT ("Agreement") is made this ______day of February, 2023, by and between the Rochester Hills-Oakland-Rochester Older Persons’ Commission (“OPC”), 650 Letica Drive, Rochester, Michigan 48307, a public corporation established under applicable law, 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 fixed routes for bus service connecting local communities; expanding transportation services for seniors, veterans and people with disabilities; and providing transportation to get 16 Page 2 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 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, OPC 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 OPC 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 OPC 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 located within Oakland County 1.2 “County” shall mean Oakland County. Page 3 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 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, OPC Budget Exhibit C, Performance Report Exhibit D, Insurance 1.4 “OPC Budget” means the proposed financial budget of OPC for each fiscal year for the provision of Transportation Services, included in the term of this Agreement for the OPC service area. 1.5 “Transportation Services" means the transportation services to be provided under this Agreement by OPC in Oakland County as set forth in Exhibit A, as amended. ARTICLE II TRANSPORTATION SERVICES 2.1 OPC 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. OPC 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 OPC 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 OPC for the provision of Transportation Services in accordance with the terms and conditions of this Agreement. 3.2 OPC 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 OPC 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 OPC, at its expense, shall provide the County with a quarterly Performance Audit and Report of OPC’s operations (Exhibit C). If requested by the County, OPC 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 OPC 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 OPC shall provide the County with OPC'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 OPC’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 OPC 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 OPC, 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 OPC 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 OPC 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 OPC alone. In addition to and as practicable, OPC shall cooperate and provide input as needed by the County with respect to any grants available to it. OPC shall provide periodic updates to the County with respect to the marketing and advertising of the Transportation Services. The Parties shall cooperate in elevating the quality, accessibility and Page 6 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 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 OPC 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 OPC'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, OPC 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 OPC, 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, 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 Page 7 of 12 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 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 OPC and any end to this Agreement. Nothing herein is intended to diminish or waive any governmental immunity of OPC under the law. ARTICLE X NON -COLLUSION 10.1 OPC 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 OPC 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 OPC 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. OPC, 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 OPC 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 OPC. 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 OPC: Renee Cortright, Executive Director Rochester Hills-Oakland-Rochester Older Persons’ Commission 650 Letica Drive Rochester, MI, 48307 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, Renee Cortright, Executive Director, Rochester Hills-Oakland-Rochester Older Persons’ Commission, hereby acknowledges that he/she has been authorized by a resolution of the Rochester Hills-Oakland-Rochester Older Persons’ Commission, 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: _______________ Renee Cortright, Executive Director Rochester Hills-Oakland-Rochester Older Persons’ Commission WITNESSED: ___________________________________ DATE: _______________ Rochester Hills-Oakland-Rochester Older Persons’ Commission 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 Feb 17, 2023 Timothy J. Soave, CPFO (Feb 21, 2023 11:34 EST) Timothy J. Soave, CPFO Feb 21, 2023 David T. Woodward (Feb 23, 2023 09:38 EST)Feb 23, 2023 JoAnn Stringfellow (Feb 23, 2023 09:41 EST)Feb 23, 2023 EXHIBIT A 2023 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS' COMMISSION SCOPE OF TRANSPORTATION SERVICES Scope of Work Summary: Current Services The Rochester Hills-Oakland-Rochester Older Persons' Commission (OPC) has been providing transportation services for over 40 years to qualifying residents of Rochester Hills, Oakland Township and Rochester. Eligible riders include seniors over 60 and adults with disabilities under 60 along with a companion rider. OPC accommodates trips anywhere in the three communities for medical and personal appointments, work, school, shopping, OPC facility, Oakland University, Troy Beaumont and Corewell Health complex. Currently, there is a staff of 1 full time and 31 part time employees that provide administration, dispatch and vehicle operation services. The fleet of 24 vehicles provided over 33,000 rides in 2022 (average 129 rides per day); Monday through Friday from 7:30 a.m. – 4:30 p.m. and Saturday from 9:00 a.m. to 4:00 p.m. The cost per stop in 2022 was $2.00. 2023 Service Expansion Utilizing Oakland County Millage Funds for Qualifying Residents of Rochester Hills, Oakland Township, and Rochester •Extend hours of service to Monday through Friday from 7:00 a.m. – 8:00 p.m. •Increase hourly wage rates and benefits to become more competitive in the current job market. •Maintain a cost per stop of $2.00 (two dollars) for all riders. •Hire and train additional staff (drivers and dispatch). •Provide work transportation for seniors and disabled to areas bordering the service footprint. •Provide medical transport (non-emergency) to seniors and disabled to Troy Beaumont (current practice), Auburn Hills, Unisource Building (Long Lake Rd), and other sites near current service footprint. •Take delivery of (3) three ADA compliant EV Ford Transit Vans. •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 1 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B 2023 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS' COMMISSION BUDGET Oakland County Public Transportation Millage Funds: $1,928,600 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 $1,928,600 (One Million Nine Hundred Twenty-eight Thousand Six Hundred Dollars) in Public Transportation Millage Funds to Rochester Hills- Oakland-Rochester Older Persons' Commission (OPC) for the scope of work that is incorporated into this Agreement as Exhibit A. OPC 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 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS’ COMMISSION 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 ROCHESTER HILLS-OAKLAND-ROCHESTER OLDER PERSONS’ COMMISSION 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.