HomeMy WebLinkAboutResolutions - 2009.05.21 - 9865MISCELLANEOUS RESOLUTION #09114 May 7, 2009
BY: Planning and Building Committee, John Scott, Chairperson
IN RE: WASTE RESOURCE MANAGEMENT UNIT - RESOLUTION APPROVING AN
AMENDMENT OF THE INTERLOCAL AGREEMENT FOR WASTE AND RECYCLING
SERVICES WITH RESOURCE RECOVERY AND RECYCLING AUTHORITY OF
SOUTHWEST OAKLAND COUNTY-RRRASOC
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS. the Resource Recovery and Recycling Authority of Southwest Oakland
County (RRRASOC) submitted a project proposal dated February 24, 2006, to perform an
intergovernmental project regarding waste and recycling services; and
WHEREAS, the proposed project activities are consistent with the Oakland County Solid
Waste Management planning obligations as required by State Law, Part 115 ; Solid Waste
Management of the Natural Resources and Environmental Protection Act, 1994 PA 451, as
amended; and
WHEREAS. RRRASOC is a municipal solid waste authority, established pursuant to Act
179 of 1947 and is comprised of the cities of Farmington, Farmington Hills, Novi, South Lyon,
Southfield, Walled Lake, Wixom, and the Township of Lyon; and
WHEREAS, an interlocal Agreement was drafted to address necessary legal. liability,
and responsibility issues for both the County and RRRASOC, and identifies Oakland County's
role in the project; and
WHEREAS. the interlocal Agreement was adopted as a contract by the Oakland County
Board of Commissioners on May 25. 2006; and
WHEREAS, RRRASOC and Oakland County Waste Resource Management wishes to
amend the interlocal agreement to extend the software license for the Re-TRAC web based tool
included in the Interlocal agreement; Section 4.1.4; and
WHEREAS, Oakland County Corporation Counsel and Risk Management have reviewed
and approved the amended Interlocal Agreement between the County and RRRASOC; and
WHEREAS. the amended interlocal agreement has been approved by RRRASOC.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners does hereby adopt the amended contract to be carried out with RRRASOC.
Chairperson, on behalf of the Planning & Building Committee, I move the adoption of the
foregoing resolution.
PLANNING & BLADI9G COMMITfrEE
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote,
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1.2
1.3
INTERLOCAL AGREEMENT
FOR REGIONAL WASTE AND RECYCLING SERVICES
BETWEEN
OAKLAND COUNTY
AND
THE RESOURCE RECOVERY AND RECYCLING AUTHORITY
OF SOUTHWEST OAKLAND COUNTY
(RRRASOC)
This Interlocal Agreement ("the AGREEMENT") is made between Oakland County, a
Constitutional and Municipal Corporation, 1200 N. Telegraph Road, Pontiac, Michigan
48341 ("the COUNTY') and Resource Recovery and Recycling Authority of Southwest
Oakland County, 20000 W. Eight Mile Road, Southfield, MI 48075 ("RRRASOC"), In
this AGREEMENT, the COUNTY and RRRASOC may also be referred to individually
as "Party" or jointly as "Parties",
1. PURPOSE OF AGREEMENT.
Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501
et seq., the County and RRRASOC enter into this AGREEMENT for the
purpose of developing a comprehensive plan for the effective provision of
regional waste and recycling services in Oakland County.
Research performed by RRRASOC and provided to the COUNTY under
the terms of this Agreement will assist the COUNTY in the provision of
uniform, reliable, and cost-effective methods of solid waste disposal and
recycling in the COUNTY in years to come.
INFORMATION gathered pursuant to this AGREEMENT will assist the
COUNTY with solid waste planning obligations under the Natural
Resources and Environmental Protection Act and the implementation of
the COUNTY'S Solid Waste Management Plan as updated in 1992.
NOW THEREFORE, in consideration of the mutual promises, obligations,
representations, and assurances in this AGREEMENT, the Parties agree to the following:
2. DEFINITIONS: The following words and expressions used throughout this
AGREEMENT, whether used in the singular or plural, within or without
quotation marks, or possessive or non-possessive, shall be defined, read, and
interpreted as follows:
2.1 "AGENT' OR "AGENTS- of the COUNTY or RRRASOC shall be
defined to include any and all of that Party's officers, elected officials,
appointed officials, directors, board members, council members,
authorities, boards, committees, commissions, employees, managers,
departments, divisions, volunteers, AGENTS, representatives, andior any
such person's successors or predecessors, employees, attorneys, or
auditors (whether such persons act or acted in their personal,
representative, or official capacities), and/or any and all persons acting by,
through, under, or in concert with any of them. AGENT shall also include
any person who was an AGENT at any time during this AGREEMENT
but for any reason is no longer employed, appointed, or elected in that
capacity.
2.2 "AGREEMENT" means the terms and conditions of this AGREEMENT,
Exhibit A and any other mutually agreed to and properly executed
modification, amendment, addendum, or change order.
2.3 "CLAIMS" shall be defined to include any and all losses, complaints,
demands for relief or damages. suits, causes of action, proceedings,
judgments, deficiencies, penalties, costs and expenses, including, but not
limited to, any reimbursement for reasonable attorney fees, witness fees.
court costs, investigation and/or litigation expenses, any amounts paid in
settlement, or any other amount for which the COUNTY and/or any
COUNTY AGENT becomes legally and/or contractually obligated to pay,
or defend against, or any other liabilities of any kind whatsoever, whether
direct. indirect or consequential, whether based upon any alleged violation
of the constitution (federal or state), any statute, rule. regulation or the
common law, whether in law or equity, tort, contract, otherwise and/or
whether commenced or threatened and arising out of any alleged breach of
any duty by RRRASOC or any RRRASOC AGENT under or in
connection with this Agreement or are based on or result in any way from
RRRASOC' s participation in the AGREEMENT.
2.4 "COUNTY" means Oakland County, a Municipal and Constitutional
Corporation including, but not limited to, all of its departments, divisions,
the County Board of Commissioners, elected and appointed officials,
directors, board members, council members, commissioners, authorities.
committees. employees, AGENTS, subcontractors, volunteers, and/or any
such persons' successors.
2.5 "RRRASOC" (The Resource Recovery and Recycling Authority of
Southwest Oakland County) is an intergovernmental, municipal solid
waste authority created in 1989 by the eight member communities of
Farmington, Farmington Hills, Novi, South Lyon, Southfield, Walled
Lake. 'Wixom and Lyon Township.
3. COUNTY RESPONSIBILITIES: Subject to the terms and conditions contained
in this Agreement, and applicable changes in law, the COUNTY shall carry out
the following:
3.1 Subject to the terms and conditions contained in this AGREEMENT, and
applicable changes in law, the COUNTY shall car .ry out the following:
3.1.1 The COUNTY shall pay RRRASOC a total of $28.929.60 for all work
performed under this AGREEMENT. RRRASOC shall submit an
invoice to the COUNTY itemizing all amounts due under this
AGREEMENT in a timely manner.
3,1.2 The COUNTY shall pay the invoices within thirty (30) days after
receipt of the same,
3.1.3 Except as expressly provided in this AGREEMENT, the COUNTY is
not responsible for any cost, fee, fine or penalty incurred by
RRRASOC in connection with this AGREEMENT.
4. RRRASOC RESPONSIBILITIES:
4,1 Subject to the terms and conditions contained in this AGREEMENT, and
applicable changes in law, RRRASOC shall can-y out the following:
4,1.1 RRRASOC will use the on-line, web-based tool (Re-TRAC) to
accomplish the following tasks:
4.1.1.1 Continue to track waste and recycling trends within their
membership.
4.1.1.2 Provide specific reports to the County upon request.
4.1.1.3 Provide access to SOCRRA to utilize software upon request.
4.1.1.4 Provide access to other communities in the County upon request by
the County.
4.2 Obligations under this section are solely those of RRRASOC and
not obligations of RRRASOC's Member Municipalities.
5. RRRASOC INDEMNIFICATION OF COUNTY:
5.1 RRRASOC agrees to indemnify, defend, and hold harmless, to extent
permitted by law. the COUNTY and/or any COUNTY AGENT from any
CLAIM(S), loss, or damage connected to or resulting from any work done
by RRRASOC and/or any of RRRASOCS AGENT'S under this
AGREEMENT, unless such loss or damage is caused by RRRASOC
and/or RRRASOC AGENTS following direct instructions from COUNTY
AGENTS.
5.2 The COUNTY agrees to indemnify, defend. and hold harmless, to the
extent permitted by law, RRRASOC and/or any RRRASOC AGENT from
any CLAIM(S), loss, or damage connected to or resulting from any work
done by the COUNTY and/or any of COUINTY'S AGENT'S under this
AGREEMENT, unless such loss or damage is caused by the COUNTY
and/or COUNTY AGENTS following direct instructions from
RRRASOC.
6. LENGTH OF AGREEMENT: This AGREEMENT shall remain in effect until
December 31, 2011 or until terminated by either Party as provided for in this
AGREEMENT.
7, TERMINATION OF AGREEMENT: Either Party may terminate or cancel
this AGREEMENT for any reason upon thirty (30) days notice. The effective
date for termination or cancellation shall be clearly stated in the notice.
8. NO THIRD PARTY BENEFICIARIES: Except as provided for the benefit of
the Parties, this AGREEMENT does not and is not intended to create any
obligation. duty. promise. contractual right or benefit, right to indemnification.
right to subrogation. andior any other right, in favor of any other person or entity.
It is expressly understood that RRRASOC shall have no liability to third parties
for alleged loss or damages, direct or indirect under any theory or claim alleging
defect, negligence, error, omission, or any other failure in respect to the work
product delivered to the COUNTY under this AGREEMENT, and the COUNTY
covenants to advise any subsequent users of the work product of this limitation.
9• COMPLIANCE WITH LAWS: Each Party shall comply with all federal, state.
and local statutes, ordinances, regulations. administrative rules, and requirements
applicable to its activities performed under this AGREEMENT.
10. DISCRIMINATION: The Parties shall not discriminate against their employees,
AGENTS, applicants for employment, or other person or entities with respect to
hire, tenure, terms, conditions, and privileges of employment, or any matter
directly or indirectly related to employment in violation of any federal, state or
local law.
11. PERMITS AND LICENSES: Each Party shall be responsible for obtaining and
maintaining, throughout the term of this Agreement, all licenses including
software licenses, permits. certificates, and governmental authorizations necessary
to perform all its obligations under this AGREEMENT. Upon request, a Party
shall furnish copies of any permit, license, and certificate of governmental
authorization to the requesting Party.
12. RESERVATION OF RIGHTS. This AGREEMENT dues not and is not
intended to impair, divest, delegate, or contravene any constitutional, statutory,
and/or other legal right, privilege, power, obligation, duty. or immunity of the
Parties.
13. FORCE MAJEURE. Each Party shall be excused from any obligations under
this AGREEMENT during the time and to the extent that a Party is prevented
from performing due to causes beyond such Parties control, including. but not
limited to. an act of God. war, acts of government (other than the Parties'). fire
strike, labor disputes, civil disturbances, reduction of power source, or any other
circumstances beyond the reasonable control of the affected Party. Reasonable
notice shall be given to the affected Party of any such event.
14. DELEGATION/SUBCONTRACT/ASSIGNMENT: A Party may not delegate,
subcontract, and/or assign any obligations or rights under this AGREEMENT
without the prior written consent of the other Party.
15. NO IMPLIED WAIVER: Absent a written waiver, no act, failure, or delay by a
Parry to pursue or enforce any rights or remedies under this AGREEMENT shall
constitute a waiver of those rights with regard to any existing or subsequent
breach of this AGREEMENT. No waiver of any term, condition, or provision of
this AGREEMENT, whether by conduct or otherwise, in one or more instances,
shall be deemed or construed as a continuing waiver of any term, condition, or
provision of this AGREEMENT. No waiver by either Party shall subsequently
affect its right to require strict performance of this AGREEMENT.
16. SEVERABILITY: If a Court of competent jurisdiction finds a term, or
condition, of this AGREEMENT to be illegal or invalid, then the term or
condition shall be deemed severed from this AGREEMENT. All other terms,
conditions and provisions of this AGREEMENT shall remain in full force.
17. CAPTIONS: The section and subsection numbers, captions, and any indent to
such sections and subsections contained in this AGREEMENT are intended for
the convenience of the reader and are not intended to have any substantive
meaning. The numbers, captions, and indexes shall not be interpreted or be
considered as part of this AGREEMENT. Any use of the singular or plural
number, any reference to the male, female or neuter genders, and any possessive
or non-possessive use in this AGREEMENT shall be deemed the appropriate
plurality, gender or possession as the context requires.
18. NOTICES: Notices given under this AGREEMENT shall be in writing and shall
be personally delivered, sent by express delivery service, certified mail, or first
class U.S. mail postage prepaid, and addressed to the person listed below. Notice
will be deemed given on the date when one of the following first occur: (1) the
date of actual receipt; (2) the next business day when notice is sent express
delivery service or personal delivery; or (3) three days after mailing first class or
certified mail.
18.1 If notice is sent to the COUNTY it shall be addressed and sent to:
Oakland County Waste Resource Management, 1200 N. Telegraph Road.
EOB, Room 102, Pontiac, Michigan 48341 and Chairperson of the
Oakland County Board of Commissioners. 1200 N. Telegraph Road,
Pontiac, Michigan, 48341.
18.2 If notice is sent to RRRASOC, it shall be addressed to Michael J. Csapo,
RRRA.SOC General Manager, 20000 W. Eight Mile Road, Southfield, MI
48075.
19. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This
AGREEMENT shall be governed, interpreted, and enforced by the laws of the
State of Michigan. Except as othemise required by law or court rule. any action
brought to enforce, interpret, or decide any CLAIM arising under or related to this
AGREEMENT shall be brought in the 6t1 Judicial Circuit Court for 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
or court rule, venue is proper in the Courts set forth above.
20. AGREEMENT APPROVAL AND AMENDMENT.
20.1 This AGREEMENT shall not become effective prior to the approval by
concurrent resolutions of the County Board of Commissioners and the
governing Legislative Body of RRRASOC. The approval and terms of
this AGREEMENT shall be entered in the official minutes and
proceedings of the County Board of Commissioners and governing
Legislative Body of RRRASOC and shall also be filed with the office of
the Clerk of the County and RRR_ASOC. In addition, this AGREEMENT.
and any subsequent amendments, shall be filed with the Secretary of State
for the State of Michigan by the COUNTY and shall not become effective
or implemented prior to its filing with the Secretary of State and the Clerk
of the County.
20.2 Except as expressly provided herein. this AGREEMENT may be amended
only by concurrent written resolutions of the County Board of
Commissioners and the governing body of RRRASOC. This
AGREEMENT shall not be changed. supplemented, or amended except as
provided for heron, and no other act, verbal representation. document,
usage, or custom shall be deemed to amend or modify this AGREEMENT.
21, ENTIRE AGREEMENT: This AGREEMENT constitutes the complete and
entire AGREEMENT between the COUNTY and RRRASOC and fully
supersedes any and all prior AGREEMENTS or contemporaneous representations
or understandings, verbal or oral, between them concerning and in any way
related to the subject matter of this AGREEMENT. It is further agreed that the
terms and conditions herein are contractual and are not a mere recital and that
there are no other AGREEMENTS, understandings. contracts or representations
between RRRASOC and the County in any way related to the subject matter
hereof, except as expressly stated herein.
22. CONCLUSION: For and in considerations of the mutual promises.
acknowledgements and representations set forth in this AGREEMENT, and for
other good and valuable consideration, the adequacy of which is hereby
acknowledged, the COUNTY and RRRASOC hereby agree to be bound by the
above terms and provisions.
P _
By: Michael J Csapo. eneral Manager
RRRASOC
By: Date: 3- c-- 39
Date: -09
IN WITNESS WHEREOF, PI Cln e t . La fh , hereby
acknowledges that he has been authorized by RRRASOC to execute this
AGREEMENT on behalf of RRRASOC and hereby accepts and binds RRRASOC to
the terms and conditions of this AGREEMENT.
WitrIC ' SS .
IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of
the Oakland County Board of Commissioners, a certified copy of which is attached,
to execute this Agreement on behalf of the County of Oakland and hereby accepts and
binds the County to the terms and conditions of this Agreement:
By: Date:
Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
Witnessed: Date;
Resolution #09114 May 7,2009
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MR. #09114) May 21, 2009
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: WASTE RESOURCE MANAGEMENT UNIT - RESOLUTION APPROVING AN
AMENDMENT OF THE INTERLOCAL AGREEMENT FOR WASTE AND RECYCLING
SERVICES WITH RESOURCE RECOVERY AND RECYCLING AUTHORITY OF SOUTHWEST
OAKLAND COUNTY - RRRASOC
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above
referenced resolution and finds:
1. The Board of Commissioners by Miscellaneous Resolution #06092 approved an
Interlocal Agreement between Oakland County and the Resource Recovery and
Recycling Authority of Southwest Oakland County (RRRASOC) at a cost of
$70,750 to obtain regional waste and recycling services and data to assist in
updating the Oakland County Solid Waste Management Plan.
2. The Agreement addresses necessary legal, liability, and responsibility issues for
both the County and RRRASOC and identifies Oakland County's role in the
project.
3. In particular, the Agreement provides local community profiles and needs
assessment and identifies intergovernmental options available to communities
regarding solid waste collection and disposal and recycling activities.
4. The resolution amends the Interlace! Agreement to extend the software license
for the Re-TRAC web-based tool included in the agreement and extends the
Agreement through December 31, 2011.
5. Under terms of the Amended Agreement the County will pay RRRASOC an
additional amount of $28,929.60 for work performed.
6. Funding is available in the FY 2009 Planning & Economic Development
Services/Waste Resource Management Budget, Professional Services account
#10100-1090201-174230-731458.
7. No additional appropriation or budget amendment is recommended.
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Gingell absent.
Resolution #09114 May 21, 2009
Moved by Gosselin supported by Schwartz the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Burns, Capello, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Jackson,
Jacobsen. Long, Middleton, Nash, Potter, Potts, Runestad, Schwartz, Scott, Taub, Zack,
Bullaro. (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted (with accompanying reports being accepted).
,)
I HEREBY APPROVETHE FOREGOING RESOLUTION
ACTING PURSUANT TO 1973 PA 139
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, 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 May 21,
2009, 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 County of Oakland at
Pontiac, Michigan this 21st day of May, 2009.
Ruth Johnson. County Clerk