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HomeMy WebLinkAboutResolutions - 2025.03.06 - 41902 AGENDA ITEM: Amendment 2025-1 with Suburban Mobility Authority for Regional Transportation (SMART) for Public Transportation Services DEPARTMENT: Economic Development - Oakland County Transit Division MEETING: Board of Commissioners DATE: Thursday, March 6, 2025 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2025-4944 Motion to approve Amendment 2025-1 to the Public Transportation Agreement between Oakland County and the Suburban Mobility Authority for Regional Transportation (SMART) with the attached 2025 amended Exhibit A – Scope of Transportation Services and Exhibit B – Budget; further, authorize an appropriation in an amount not to exceed $44,100,000 from the Oakland County Public Transportation Millage; further, authorize the Chair of the Board to execute the Amendment of Agreement on behalf of Oakland County; further, amend the FY 2025 budget as reflected in the attached Schedule A – Budget Amendment. ITEM CATEGORY SPONSORED BY Interlocal Agreement 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 Suburban Mobility Authority for Regional Transportation (SMART) to provide public transit services for the residents of Oakland County in 2025. The appropriation of funds will be in the amount not to exceed $44,100,000 from the Oakland County Public Transportation Millage. With the passage of the Oakland County Transportation Millage in 2022, millage funds will be disbursed to SMART to support and improve transportation services for all residents in the County. During 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 2025 are: • Reestablishing protocols for notifying the County regarding service changes. • Requiring SMART to be a full partner in coordinating the SMARTer Mobility Program with the Oakland County Community Transit Plan, supporting a transition to a regional dispatch software, and identifying and leveraging regional, state, and federal grants. • Establishing a deadline for the parties to meet in order to devise a strategy and schedule for incorporating the “Oakland Transit” logo onto the interior of service vehicles. • Updating SMART’s budget to reflect planned 2025 revenue and expenses and to allocate appropriate funding from the Millage to support. On final approval, the Board Chair is authorized to amend the Interlocal Agreement on behalf of the County. The FY 2025 budget shall be amended as reflected in the attached Schedule A – Budget Amendment. POLICY ANALYSIS The Suburban Mobility Authority for Regional Transportation (SMART) and Oakland County have agreed to the 2025 amendment to the Interlocal Agreement set forth in Exhibit A – Scope of Transportation Services and Exhibit B – Budget to reflect increases in services and associated revenues and costs, amended exhibits which are necessary to deliver public transportation services consistent. There is an increase in funding from 2024 to 2025 that covers service expansions made in 2024 as well as the increased costs associated with providing services. Amendment 2024-1 anticipated a second amendment to reflect the service expansions as the cost became known but this amendment never came to fruition. These costs are, however, included in Amendment 2025-1. APPROVAL HISTORY Original Agreement Resolution #2023-2594 _ 23-25 $41,700,000 Amendment 2024-1 Resolution #2023-3548 _ 23-161 $33,812,000 Amendment 2025-1 Pending $44,100,000 BUDGET AMENDMENT REQUIRED: Yes Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at 248.821.3065 or winterb@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 - 3/6/2025 AGENDA DEADLINE: 03/16/2025 6:00 PM ATTACHMENTS 1. SMART 2025-1 Schedule A-Budget Amendment 2. SMART Transit Contract Amendment 2025-1 3. 2025-02-03 DRAFT SMART Exhibit A Scope 4. 2025-02-4 SMART Exhibit B Budget 5. SMARTExecutedAgreement03062023 COMMITTEE TRACKING 2025-02-11 Oakland County Transit - recommend to Economic Development & Infrastructure 2025-02-26 Economic Development & Infrastructure - Recommend to Board 2025-03-06 Full Board - Adopt Motioned by: Commissioner Robert Hoffman Seconded by: Commissioner Angela Powell Yes: David Woodward, Michael Spisz, 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, Ann Erickson Gault, Robert Smiley (17) No: None (0) Abstain: None (0) Absent: Michael Gingell (1) Passed Oakland County, Michigan ECONOMIC DEVELOPMENT - OAKLAND COUNTY TRANSIT DIVISION - SMART 2025-1 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 2025 Amendment FY 2026 Amendment FY 2027 Amendment E Oakland Transit Transit Services FND20288 CCN1090802 SC730373 PRG172155 730000 Contracted Services $33,075,000 $11,025,000 $- E Oakland Transit Transit Services FND20288 CCN1090802 SC796500 PRG172155 796500 Budgeted Equity Adjustment $(33,075,000)$(11,025,000)$- Total Expenditures $-$-$- OAKLAND COUNTY EXECUTIVE DAVID COULTER Transit Division (248) 975-9876 | OaklandCountyTransit@oakgov.com AMENDMENT OF INTERLOCAL CONTRACT: CON00010160 AMENDMENT: 2025-1 AMENDMENT DATE: February 3, 2025 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 Suburban Mobility Authority for Regional Transportation Vendor Number: 0000002422 635 Griswold, Suite 600 Detroit, Michigan 48226 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 OAKLAND COUNTY EXECUTIVE DAVID COULTER Transit Division (248) 975-9876 | OaklandCountyTransit@oakgov.com Page 2 of 3 AMENDMENT OF INTERLOCAL AGREEMENT and incorporated into this Amendment. The Parties shall comply with the terms in Amended Exhibit A (Scope of Transportation Services). 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 Parties 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 Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. IN WITNESS WHEREOF, Dwight Farrell, General Manager, Suburban Mobility Authority for Regional Transportation, hereby acknowledges that he has been authorized by a resolution of the Suburban Mobility Authority for Regional Transportation, 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: _______________ Dwight Farrell, General Manager Suburban Mobility Authority for Regional Transportation WITNESSED: ___________________________________ DATE: _______________ Suburban Mobility Authority for Regional Transportation 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, 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 AMENDMENT 2025-1 OF INTERLOCAL AGREEMENT – EXHIBIT A OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT A AMENDMENT: 2025-1 2025 SUBURBAN MOBILITY AUTHORITY FOR REGIONAL TRANSPORTATION (SMART) SCOPE OF TRANSPORTATION SERVICES Baseline Service SMART shall deliver all scheduled fixed route, ADA, Flex, and Connector services consistent with those services in place as of December 31, 2024, including the service expansions that were implemented in 2023 and 2024, as shown on the 2025 SMART Service Area Map on page 3 of this Exhibit A of this 2025 Public Transportation Agreement. Service Changes In accordance with Exhibit D Protocol for Implementing Service Changes of the Public Transportation Agreement between SMART and Oakland County entered on March 6, 2023, if SMART determines that a material service change which directly impacts Oakland County is to be implemented, SMART shall notify the Oakland County Transit Manager of the nature of those service changes at its earliest practical opportunity prior to implementation, including any material service changes based on the forthcoming recommendations of the SMARTer Mobility Program. All material service changes shall be addressed pursuant to Article II Section 2.2 and Article XVI Section 16.1 of the Public Transportation Agreement between SMART and Oakland County entered on March 6, 2023. Interagency Coordination 1. SMART shall be a full partner, as expressed in Article II Section 2.2 of the March 6, 2023 Agreement, with Oakland County, North Oakland Transportation Authority (NOTA), Western Oakland Transportation Authority (WOTA), OPC Social and Activity Center (OPC), and People’s Express (PEX) in identifying mid-term and long-term improvements to the regional transportation system and its support systems, including coordinating the Page 2 of 3 AMENDMENT 2025-1 OF INTERLOCAL AGREEMENT – EXHIBIT A OAKLAND COUNTY EXECUTIVE, DAVID COULTER SMARTer Mobility Program and the Oakland County Community Transit Plan as well as supporting a transition to a regional dispatch software. 2. SMART shall be a full partner with Oakland County, NOTA, WOTA, OPC, and PEX in identifying and leveraging any regional, state, and federal grants that could impact delivery of Transportation Services and planning over the ten-year period of the millage, including providing assistance, support and information needed to apply for and obtain such grants. 3. SMART shall share announcements regarding Oakland County services (for example: draft press releases, newsletters, marketing, and communications information) with the Oakland County Transit Manager at least two weeks before release to ensure coordinated communication and shall incorporate the Oakland Transit logo as outlined in Exhibit F of the 2024 Public Transportation Agreement. Oakland County will also share information mentioning SMART at least two weeks before release. 4. SMART shall meet with the Oakland County Transit Manager by March 31, 2025, to devise a strategy and schedule for incorporating the “Oakland Transit” logo onto the interior of agreed upon revenue service vehicles. Usage of the Oakland Transit logo is outlined in Exhibit F of the 2024 Public Transportation Agreement. Page 3 of 3 AMENDMENT 2025-1 OF INTERLOCAL AGREEMENT – EXHIBIT A OAKLAND COUNTY EXECUTIVE, DAVID COULTER 2025 SMART SERVICE AREA MAP · Suburban Mobility Authority for Regional Transportation · Page 1 of 2 AMENDMENT 2025-1 OF INTERLOCAL AGREEMENT – EXHIBIT B OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B AMENDMENT: 2025-1 2025 SUBURBAN MOBILITY AUTHORITY FOR REGIONAL TRANSPORTATION (SMART) BUDGET Oakland County Public Transportation Millage Funds: Total payment not to exceed $44,100,000 for Baseline Service. 1.Terms of Payment for Services a. Oakland County will distribute an amount not to exceed $44,100,000 (Forty-Four Million One Hundred Thousand Dollars) in Public Transportation Millage Funds to SMART for the scope of work that is incorporated into this Agreement as Exhibit A. b. SMART may request reimbursement quarterly based on the receipt of an invoice according to the Payment Schedule table below. c. Except as extended, modified or amended pursuant to Article II, Article III and/or Article XVI of the Agreement, the Terms of Payment set forth herein shall expire on December 31, 2025. 2. Fee for Transportation Services The following factors are included in the SMART fee for transportation services: a. $44,100,000 for Baseline Service as described in Exhibit A. b. An amendment in 2025 is possible to adjust for service enhancements as plans are defined and costs become known. Page 2 of 2 AMENDMENT 2025-1 OF INTERLOCAL AGREEMENT – EXHIBIT B OAKLAND COUNTY EXECUTIVE, DAVID COULTER 3. Payment Schedule 2025 Baseline Service Enhanced Service Jan (for Jan-Mar services)$ 11,025,000 $0 Apr (for Apr-Jun services)$ 11,025,000 $0 Jul (for Jul-Sept services $ 11,025,000 $0 Oct (for Oct-Dec services)$ 11,025,000 $0 TOTAL $44,100,000 $0 4. Invoices a. Payments by the County, after the Agreement is fully executed, will be made within 30 days of receipt of an invoice from SMART for the amounts listed in Section 3. Page 1 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER PUBLIC TRANSPORTATION AGREEMENT BETWEEN SUBURBAN MOBILITY AUTHORITY FOR REGIONAL TRANSPORTATION AND OAKLAND COUNTY THIS PUBLIC TRANSPORTATION AGREEMENT ("Agreement") is made this ______day of February, 2023, by and between the Suburban Mobility Authority for Regional Transportation ("SMART”), 635 Griswold, Suite 600, Detroit, Michigan. 48226, a public transportation authority created pursuant to 204 P.A. 1967, and Oakland County, (the "County"), 1200 North 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 XX, Section 20.8, below. As expressed in Article 2.2, the Parties anticipate that this Agreement shall 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 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 16th Page 2 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER employees to jobs, patients to healthcare, students to colleges and universities and for 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 provider of public transportation services in Oakland County is SMART. Other providers of public transportation services in Oakland County include: Western Oakland Transportation Authority (WOTA), North Oakland Transportation Authority (NOTA) and the Rochester Hills-Oakland-Rochester Older Persons' Commission (OPC); and WHEREAS, SMART 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 SMART wish to enter into an agreement to provide transportation services in furtherance of the goals and objectives of the November 8, 2022 millage; and WHEREAS, as consideration for the Transportation Services, the County, through its Board of Commissioners, will make payments to SMART 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 13 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, SMART Budget Exhibit C, Performance Audit and Report Exhibit D, Protocol for Implementing Service Changes Exhibit E, Insurance 1.4 “Performance Audit and Report” refers to a report prepared using all available metrics and methods adopted by other agencies and regulatory bodies such as the National Transit Database, USDOT, MDOT, SEMCOG, Oakland County and the RTA, for the purpose of evaluating whether Transportation Services are and have been provided in a sound, economical and efficient manner, in compliance with the Service Plan. 1.5 “SMART Budget” means the proposed financial budget of SMART for each fiscal year for the provision of Transportation Services, as may be amended by the Parties, included in the term of this Agreement for the SMART service area. 1.6 “Transportation Services" means the transportation services to be provided under this Agreement by SMART in support of Oakland County as set forth in Exhibit A, as amended. ARTICLE II TRANSPORTATION SERVICES 2.1 SMART shall undertake and provide the Transportation Services as set forth in Exhibit (A) attached hereto (the "Service Plan”) 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 items such as a larger geographical service area, a broader array of Transportation Services, an increase in hours of operation, and/or an increase in ridership. The Parties shall meet at agreed upon intervals to Page 4 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER review and revise the scope of Transportation Services, Budget and Payment. Any agreed upon changes shall be set forth in amendments to Exhibits A and B. 2.3 In the event that SMART is subject to local, federal or state operating revenue reductions below that projected in an applicable SMART budget and which are beyond its control, service reductions shall be made to the extent minimally necessary in any one SMART fiscal year to balance SMART's budget. Such service reductions shall be made among the counties of Oakland Wayne, and Macomb in proportion to the percentages representing the local contributions of each of the three counties or, if more favorable to Oakland County, as otherwise approved by the SMART Board of Directors. ARTICLE III PAYMENT 3.1 The County shall pay SMART for the provision of Transportation Services in accordance with the terms and conditions set forth in Exhibit (B). 3.2 Payments shall be subject to a final reconciliation and payment once Oakland County makes its final reconciliation. 3.3 Notwithstanding anything to the contrary contained in this Agreement, in no event may the County withhold payments as set forth above due to non-compliance by SMART with the Service Plan unless SMART has been previously notified by the County of such noncompliance. Once substantial compliance has been achieved, the County shall promptly remit the installments withheld. ARTICLE IV SERVICES 4.1 SMART shall perform the Transportation Services for the costs identified in Exhibit (B). 4.2 Exhibit (B) shall, among other things, provide services for Oakland County of a value of not less than the "allowable percentage" of total SMART revenues attributable to local Page 5 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER funding provided to SMART by the County. As used herein, the term "allowable percentage" shall mean the percentage of SMART’s local revenues attributable to the local contribution provided by the County, determined on a reasonable basis acceptable to the County, less five percent (5%) (as the stipulated, maximum deviation factor). 4.3 The amount owing to SMART under this agreement shall not, in any event, be in excess of any “Not to Exceed” amount, without prior approval from the County through its Board of Commissioners ARTICLE V PERFORMANCE REPORT 5.1 SMART, at its expense, shall provide the County with a quarterly Performance Audit and Report of SMART’s operations which addresses the parameters set forth in Exhibit C. ARTICLE VI FINANCIAL STATEMENT AUDIT 6.1 SMART shall provide the County with SMART's most recent audited financial statements, prepared in accordance with generally accepted accounting principles ("GAAP") by SMART’s auditor (the "Financial Statements"). 6.2 SMART will provide to the County, within sixty (60) days after the end of each fiscal quarter of SMART, quarterly interim compiled financial statements prepared in accordance with GAAP (provided that any notes may be omitted). The interim financial statements shall indicate variances between actual and budgeted amounts for the quarter at the Financial Statement level. 6.3 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. Page 6 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER ARTICLE VII PERFORMANCE OF THE TRANSPORTATION SERVICES 7.1 SMART shall commence, perform, and complete the Transportation Services in a sound, economical and efficient manner, and in compliance with the Service Plan. Amendments to the Service Plan shall be implemented in accordance with the Protocol for Implementing Service Changes, attached as Exhibit D. 7.2 Except as expressly set forth in this Agreement, nothing in this Agreement shall subject the County to any obligations or liabilities of SMART, 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 VIII PROJECT ADMINISTRATION AND MANAGEMENT 8.1 SMART is responsible for administration and management of the Transportation Services. ARTICLE IX RECORD KEEPING, AUDITS, INSPECTION, REPORTS, EVALUATION AND COOPERATION 9.1 Financial records, supporting documentation, statistical records, and all other records pertinent to the Transportation Services must be retained by SMART and be made readily available to authorized representatives of the County for the duration of the Agreement. 9.2 SMART shall provide a periodic summary to the County of available grant opportunities 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 SMART. In addition to and as practicable, SMART shall cooperate and provide input as needed by the County with respect to any grants available to it. SMART shall provide periodic updates to the County with respect to the marketing and advertising of the Transportation Services. The Parties Page 7 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER shall cooperate in elevating the quality, accessibility and level of the Transportation Services and their equitable distribution and access. 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 X INSURANCE 10.1 SMART shall purchase and maintain, during the term of this Agreement between the Parties, types and amounts of insurance which are set forth in Exhibit (E) attached hereto. The contractual liability insurance as applicable to SMART's obligations herein, shall be specifically endorsed to include coverage for the indemnity provision required and described in Article XI below. ARTICLE XI INDEMNIFICATION 11.1 To the extent permitted by law, SMART 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 SMART, 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 8 of 13 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 XI shall survive the completion of the Transportation Services required to be performed hereunder by SMART and any end to this Agreement. ARTICLE XII NON-COLLUSION 12.1 SMART 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 SMART 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 XIII SIGNS AND IDENTIFICATION 13.1 The Parties will not be identified 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, excluding SMART’s standard vehicle branding. ARTICLE XIV SEVERABILITY 14.1 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 9 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER ARTICLE XV ASSIGNMENT AND AGREEMENT 15.1 This Agreement shall not be assigned, transferred, conveyed, sublet or otherwise disposed of without the prior written consent of SMART and the County. ARTICLE XVI AMENDMENT 16.1 Except as otherwise stated herein, 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 hereto unless and until such amendment has been executed and made a part of this Agreement. ARTICLE XVII TITLES 17.1 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 XVIII ENTIRE AGREEMENT 18.1 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 10 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER ARTICLE XIX APPLICABLE LAW 19.1 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 XX MISCELLANEOUS 20.1 Discrimination. SMART, 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. 20.2 Flow Down. Any assignment, delegation or subcontract by SMART within Oakland County 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. 20.3 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 10, Page 11 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Insurance; Article 11, Indemnification; Article 19, Applicable Law; Article 20, Miscellaneous. 20.4 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 Parties. 20.5 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. 20.6 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. 20.7 Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance or nonperformance of this Agreement involving or affecting the parties shall first be submitted to the Parties’ respective Contract Administrators for possible resolution. 20.8 Term of Agreement. 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 Agreement after the Expiration Date. This Agreement may only be extended by written amendment. Page 12 of 13 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 20.9 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 fifth 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 SMART: Dwight Farrell, General Manager Suburban Mobility Authority for Regional Transportation Attn: General Manager 535 Griswold, Suite 600 Detroit, MI 48226 With a copy sent to: Office of General Counsel Suburban Mobility Authority for Regional Transportation 535 Griswold, Suite 600 Detroit, MI 48226 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 13 of 13 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 Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. IN WITNESS WHEREOF, Dwight Farrell, General Manager, Suburban Mobility Authority for Regional Transportation, hereby acknowledges that he/she has been authorized by a resolution of the Suburban Mobility Authority for Regional Transportation, 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: _______________ Dwight Farrell, General Manager Suburban Mobility Authority for Regional Transportation WITNESSED: ___________________________________ DATE: _______________ Suburban Mobility Authority for Regional Transportation 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 Dwight A Ferrell (Mar 1, 2023 11:32 EST)Mar 1, 2023 Ti!!a)4 ѵ 0)ter, De+0t4 e)eral Ma)agerҝ (Mar 1, 2023 11:3х EST)Mar 1, 2023 Da1i Tѵ **war (Mar х, 2023 13:0х EST)Mar х, 2023 *A)) Stri)g!ell*w (Mar х, 2023 13:0ц EST)Mar х, 2023 Page 1 of 5 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT A 2023 SUBURBAN MOBILITY AUTHORITY FOR REGIONAL TRANSPORTATION SCOPE OF TRANSPORTATION SERVICES Scope of Work Summary: Current Services The Suburban Mobility Authority for Regional Transportation (SMART), formerly known as the Southeastern Michigan Transportation Authority (SEMTA), has been Southeast Michigan's regional public transportation provider since 1967. SMART offers safe and convenient transportation for people to connect to work, school, medical appointments, shopping centers, entertainment and cultural events. SMART provides a variety of transit services including standard fixed route, FAST (high frequency fixed route), Connector (demand response), ADA Paratransit, Flex (on-demand microtransit), and Community Partnership Programs. Prior to 2023, SMART operated in Oakland County under contract with the Oakland County Public Transportation Authority (OCPTA). Oakland County has two representatives on the SMART Board of Directors, which governs policies and financial resources and evaluates the General Manager’s performance. With Oakland County’s shift to an expanded county-wide millage structure, Oakland County will continue to provide a foundation of $31.2 million per year to SMART and preserve services that were in place as of December 31, 2022. SMART will maintain these current services and in 2023 will work to improve the system by evaluating new microtransit Flex Service pilot areas, exploring upgrades to dispatch software and technology, expanding fixed bus routes, and conducting an inventory of bus stop amenities throughout the region. Page 2 of 5 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 2023 Service Expansion Utilizing Oakland County Millage Funds Each SMART service expansion will comply with Federal Transportation Administration requirements and may come online at different times during the 2023 calendar year. Utilizing an additional $10.1 million, SMART will endeavor to undertake the following expansions in 2023: •Provide ADA Paratransit service as required with any new fixed route expansion, which will utilize approximately $2.5 of the $10.1 million. •Improve current routes 450/462 by providing continuous fixed route service along Woodward Avenue in Bloomfield Hills (remove the non-stop area), which may include adding 14 stops and 1 FAST stop at appropriate northbound and southbound locations. •Extend current route 305 on Grand River from Farmington Hills through Novi to Wixom and add appropriate stops. •Extend current route 740 on 12 Mile Road from Farmington Hills through Novi to Wixom and add appropriate stops. •Extend current route 851 on Orchard Lake Road north from West Bloomfield through Orchard Lake, Keego Harbor and Sylvan Lake. •Extend current route 805 west from Farmington Hills to Novi. •Modify current route 790 to better serve Pontiac and Auburn Hills. •Create new fixed route service on Rochester Road north from Troy to downtown Rochester and continue west on Walton Blvd through Auburn Hills. •Create new fixed route service from Auburn Hills through Pontiac and continue west through Waterford Township and a portion of White Lake Township. In addition to the above service expansions, SMART will be a full partner with Oakland County, NOTA, WOTA and OPC in identifying mid-term and long-term improvements to the regional transportation system including leveraging state and federal grants and planning for necessary capital improvements over the ten year period of the millage. Page 3 of 5 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 4 of 5 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 2023 SMART OAKLAND COUNTY ROUTE MAP Page 5 of 5 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 2023 SMART EXPANSION MAP Page 1 of 2 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B 2023 SUBURBAN MOBILITY AUTHORITY FOR REGIONAL TRANSPORTATION BUDGET Oakland County Public Transportation Millage Funds: Total payment not to exceed $41,700,000 to include $31,600,000 for Baseline Service and $10,100,000 for 2023 Enhanced Service 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 $41,700,000 (Forty One Million Seven Hundred Thousand Dollars) in Public Transportation Millage Funds to the Suburban Mobility Authority for Regional Transportation (SMART) for the scope of work that is incorporated into this Agreement as Exhibit A. SMART will receive monthly payments as shown in the table below. The first payment by the County, after the Agreement is fully executed, will be made within 30 days of receipt of an invoice from SMART for the amount listed below. Thereafter, SMART shall submit an invoice for payment on the first day of each month, with the County making payment no later than the last day of that month. 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 2 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Payment Schedule: 2023 Baseline Service Enhanced Service March* $15,800,001 $2,525,001 April $5,266,667 $841,667 May $5,266,666 $841,667 June $5,266,666 $841,667 July $841,667 Aug $841,667 Sept $841,666 Oct $841,666 Nov $841,666 Dec $841,666 Annual $31,600,000 $10,100,000 *This payment incorporates amounts for January-March 2023 and assumes that the Agreement is fully ratified and executed in February 2023. Page 1 of 1 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT C 2023 SUBURBAN MOBILITY AUTHORITY FOR REGIONAL TRANSPORTATION PERFORMANCE AUDIT AND REPORT SMART shall submit quarterly Performance Reports to the County that contain information on the following: •Ridership Summary •Fixed Route Riders •Fixed Route Miles, Revenue Miles, and Hours •Connector Riders •Connector Hours and Miles •Fixed Route Operations Report •Demand Response Report •SMART Flex Report •Ridership Charts Page 1 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT D 2023 SUBURBAN MOBILITY AUTHORITY FOR REGIONAL TRANSPORTATION PROTOCOL FOR IMPLEMENTING SERVICE CHANGES Amendments to the Service Plan shall be implemented in accordance with the following: 1.MAJOR SERVICE CHANGES: SMART shall implement “Major Service Changes”, as defined in the attached “Major Service Change/Fare Change Policy” dated July 23, 2020 as amended (“Policy”) 2.EXPERIMENTAL SERVICE CHANGES: Experimental Service Changes shall be implemented by SMART as set forth in the Policy. 3.EMERGENCY SERVICE CHANGES: SMART shall implement Emergency Service Changes as set forth in the Policy. 4.If SMART determines that a material service change which directly impacts Oakland County is to be implemented, SMART shall notify the Oakland County Transit Director of the nature of those service changes at its earliest practical opportunity. Page 2 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 3 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 4 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT E 2023 SUBURBAN MOBILITY AUTHORITY FOR REGIONAL TRANSPORTATION 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. Page 2 of 3 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Public Transportation Commercial Automobile Liability Insurance covering bodily injury or 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. 9.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.