HomeMy WebLinkAboutResolutions - 2011.12.15 - 18817MISCELLANEOUS RESOLUTION #11304 DECEMBER 15, 2011
BY: Finance Committee, Tom Middleton, Chairperson
IN RE: DEPARTMENT OF MANAGEMENT AND BUDGET! EQUALIZATION DIVISION —
APPROVAL OF CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION
ASSISTANCE SERVICES WITH THE CITY OF NOVI
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS the Equalization Division provides a number of services to local units of government
including original assessments, reappraisals, and file maintenance; and
WHEREAS these services are provided under contract with the local units as approved by the
Board of Commissioners.
WHEREAS the City of Novi has requested to contract with Oakland County Equalization Services
on a short-term basis for the express purpose of file maintenance of open permits for real
property.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves entering into the attached Contract for Oakland County Equalization Division
Assistance Services File Maintenance Services covering the term November 14, 2011 thru
January 31, 2012 with the City of Novi, which has been signed by its authorized signatories.
BE IT FURTHER RESOLVED that the Board of Commissioners' Chairperson is authorized to
sign this contract.
BE IT FURTHER RESOLVED that the Oakland County Clerk shall receive and file the executed
contract with the concerned unit of government as required by law.
BE IT FURTHER RESOLVED that the FY 2012 Budget be amended as follows to include this
contract for the amount of $7,260.
GENERAL FUND #10100
Revenues
1020501-186020-631813 Reimbursement - Equalization Services $7,260
9010101-196030-665882 Planned Use of Fund Balance ($7,260)
Total Revenues $_ -0-
Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing
resolution.
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Greimel absent.
CONTRACT FOR OAKLAND COUNTY
EQUALIZATION DIVISION ASSISTANCE SERVICES
WITH THE CITY OF NOVI
(file maintenance services)
This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE
SERVICES WITH THE CITY OF NOVI, (hereafter, this "Contract") is made and entered into
between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation,
whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341(hereafter, the
"County"), and the City of Novi, a Michigan Constitutional and Municipal Corporation whose
address is 45175 W. Ten Mile Rd, Novi, Michigan, 48375-3024 (hereafter, the "Municipality").
In this Contract, either the County and/or the Municipality may also be referred to individually as
a "Party" or jointly as "Parties."
INTRODUCTORY STATEMENTS
A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"),
including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.)
is required to perform real and personal property tax appraisals and assessments for all
nonexempt real and personal property located within the geographic boundaries of the
Municipality for the purpose of levying State and local property taxes.
The Parties recognize and agree that absent an agreement such as this, or pursuant to
an order of the State Tax Commission mandating the County to perform all or some of
the property tax appraisal and tax assessment responsibilities for real and/or personal
property located within the Municipality's geographic boundaries (MCL 211.10(1)), the
County, has no obligation to provide these Services to or for the Municipality.
C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board
of Commissioners, through the Equalization Division may furnish assistance to local
assessing officers in the performance of certain of these legally mandated, Municipality,
property appraisal and assessment responsibilities.
D. The Municipality has requested the County's Equalization Division assistance in
performing the "Equalization Division Assistance Services" (as described and defined in
this Contract) and has agreed in return to reimburse the County as provided for in this
Contract.
E. The County has determined that it has sufficient "Equalization Division Personnel," as
defined herein, possessing the requisite knowledge and expertise and is agreeable to
assisting the Municipality by providing the requested "Equalization Division Assistance
Services" under the terms and conditions of this Contract.
NOW, THEREFORE, in consideration of these premises and the mutual promises,
representations, and agreements set forth in this Contract, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the County and the
Municipality mutually agree as follows:
CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES
WITH THE CITY OF NOVI
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§1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract", "County",
"Municipality", "Party" and "Parties", and "State"), the Parties agree that the following
words and expressions when printed with the first letter capitalized as shown herein,
whether used in the singular or plural, possessive or nonpossessive, and/or either within
or without quotation marks, shall, be defined and interpreted as follows:
1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland
County elected officials, appointed officials, directors, board members, council
members, commissioners, authorities, other boards, committees, commissions,
employees, managers, departments, divisions, volunteers, agents,
representatives, and/or any such persons' successors or predecessors, agents,
employees, attorneys, or auditors (whether such persons act or acted in their
personal representative or official capacities), and/or any persons acting by,
through, under, or in concert with any of them, excluding the Municipality and/or
any Municipality Agents, as defined herein. "County Agent" and/or "County
Agents" shall also include any person who was a County Agent anytime during
the term of this Contract but, for any reason, is no longer employed, appointed,
or elected and serving as a County Agent.
1.2. "Equalization Division Personnel" as used in this Contract shall be defined as a
specific subset of, and included as part of the larger group of County Agents as
defined above, and shall be further defined as any and all County Agents
specifically employed and assigned by the County to work in the Equalization
Division of the County's Department of Management and Budget as shown in the
current County budget and/or personnel records of the County. For any and all
purposes in this Contract, any reference to County Agents shall also include within
that term any and all Equalization Division Personnel, but any reference in this
contract to Equalization Division Personnel shall not include any County Agent
employed by the County in any other function, capacity or organizational unit of
the County other than the Equalization Division of the Department of Management
and Budget.
1.3. "Municipality Agent" or "Municipality Agents" shall be defined to include any and all
Municipality officers, elected officials, appointed officials, directors, board
members, council members, authorities, boards, committees, commissions,
employees, managers, departments, divisions, volunteers, agents,
representatives, and/or any such persons' successors or predecessors, agents,
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, except that no County Agent
shall be deemed a Municipality Agent and conversely, no Municipality Agent shall
be deemed a County Agent. "Municipality Agent" shall also include any person
who was a Municipality Agent at any time during this Contract but for any reason
is no longer employed, appointed, or elected in that capacity.
1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims,
complaints, demands for relief or damages, suits, causes of action, proceedings,
judgments, deficiencies, liability, penalties, litigation 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, and/or any other amounts, liabilities or Claim(s) of any kind
whatsoever which are imposed on, incurred by, or asserted against either the
County and/or any County Agent, as defined herein, or any Claim(s) for which the
County and/or any County Agent may become legally and/or contractually
CONTRACT FOR OAKLAND COUNTY EQUAL&ATION DIVISION ASSISTANCE SERVICES
WITH THE CITY OF NOVI
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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, or otherwise, and/or whether
commenced or threatened and arising out of any alleged breach of any duty by
the County and/or any County Agent to any third-person, the Municipality,
including any Municipality Agent or any Municipality Taxpayer under or in
connection with this Contract or are based on or result in any way from the
County's and/or any County Agent's participation in this Contract.
1.5. "Municipality Taxpayer" shall be defined as any and all residents, property
owners, persons, or taxable entities within the Municipality, or their
representatives or agents, who may be liable or responsible for any property
taxes assessed by the Municipality pursuant to any applicable State Property
Tax Laws.
1.6. "State" shall be defined as the "State of Michigan," a sovereign governmental
entity of the United States, and shall also include within its definition any and all
departments or agencies of State government including specifically, but not
limited to, the State Tax Commission, the State Tax Tribunal, and/or the State
Department of Treasury.
§2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that
the full and complete scope of any and all County Equalization Division Assistance
Services shall be as described and limited in the following subsections (hereinafter
defined and referred to as either "Equalization Division Assistance Services" or
"Services").
2.1. "EQUALIZATION DIVISION ASSISTANCE SERVICES" OR "SERVICES" TO BE
PROVIDED "Equalization Division Assistance Services" or "Services", to be
performed by County for the Municipality as those terms are defined in this
Contract, shall only include and shall be limited to the following activities:
2.1.1. The Equalization Division personnel will assist the Municipality's Assessor
through January 31, 2012 in maintaining files by reviewing current open
building permits for the residential, commercial and industrial classification
and submitting them to the Assessor for final review.
2.2. PURPOSE OF COUNTY "SERVICES" The Parties agree that the purpose of
any and all "Equalization Division Assistance Services" or "Services" to be
performed under this Contract shall be to assist (e.g., to help, aid, lend support,
and/or participate in as an auxiliary, to contribute effort toward completion of a
goal, etc.) the Municipality in the performance of that Municipality's official
functions, obligations, and Municipality's legal responsibilities for property tax
appraisal and assessment pursuant to the applicable State Property Tax Laws.
2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all
"Equalization Division Assistance Services" or "Services" to be provided by the
County for the Municipality under this Contract shall be performed solely and
exclusively by the County's "Equalization Division Personnel" as defined herein.
2.3.1. Equalization Division Personnel shall be employed and assigned by the
County in such numbers and based on such appropriate qualifications
and other factors as decided solely by the County.
CONTRACT FOR OAKLAND COUNTY EQUAL*ATION DIVISION ASSISTANCE SERVICES
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2.3.2. The Parties agree that the County shall be solely and exclusively
responsible for furnishing all Equalization Division Personnel with all job
instructions, job descriptions and job specifications and shall in all
circumstances control, supervise, train or direct all Equalization Division
Personnel in the performance of any and all Services under this Contract.
2.3.3. Except as otherwise expressly provided for herein, the Parties agree and
warrant that, at all times and for all purposes relevant to this Contract,
the County shall remain the sole and exclusive employer of all County
Agents and Equalization Division Personnel and that the County shall
remain solely and completely liable for any and all County Agents' past,
present, or future wages, compensation, overtime wages, expenses,
fringe benefits, pension or retirement benefits, travel expenses, mileage
allowances, training expenses, transportation costs, and/or other
allowances or reimbursements of any kind, including, but not limited to,
workers' disability compensation benefits, unemployment compensation,
Social Security Act protection(s) and benefits, any employment taxes,
and/or any other statutory or contractual right or benefit based on or in any
way related to any County Agent's employment status.
2.3.4. This Contract is neither intended, nor shall it be interpreted, to create,
change, grant, modify, supplement, supersede, alter, or otherwise affect or
control, in any manner, form, or at any time, any right, privilege, benefit, or
any other term or condition of employment, of any kind or nature
whatsoever, in, upon, or for any County Agent or Equalization Division
Personnel with the County, any applicable County employment and/or
union contract, and/or any County rule(s), regulation(s), hours of work,
shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical
guideline(s), etc., which shall, solely and exclusively, govern and control
the employment relationship between the County and any County Agent
or Equalization Division Personnel and/or the conduct and actions of any
County Agent or any Equalization Division Personnel. To illustrate, but
not otherwise limit, this Contract does not and shall not be interpreted to
limit, modify, control, or otherwise affect, in any manner:
2.3.4.1. The County's sole and exclusive right, obligation, responsibility,
and discretion to employ, compensate, assign, reassign,
transfer, promote, reclassify, discipline, demote, layoff, furlough,
discharge any Equalization Division Personnel and/or pay any
and all Equalization Division Personnel's wages, salaries,
allowances, reimbursements, compensation, fringe benefits, or
otherwise decide any and all such terms and conditions of
employment and make any and all employment decisions that
affect, in any way, the employment of any Equalization Division
Personnel with the County, subject only to its applicable
collective bargaining Contracts.
2.3.4.2. The County's sole and exclusive right, obligation, and
responsibility to determine, establish, modify, or implement
any and all operational policies, procedures, orders, rules,
regulations, ethical guidelines, and/or any other judgment,
policy or directive which, in any way, governs or controls any
activity of any County Agent or Equalization Division
Personnel, any necessary County Agent or Equalization
CONTRACT FOR OAKLAND COUNTY EQUALIATION DIVISION ASSISTANCE SERVICES
WITH THE CITY OF NOVI
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Division Personnel's training standards or proficiency(ies), any
level or amount of required supervision, any and all standards
of performance, any sequence or manner of performance, and
any level(s) of experience, training, or education required for
any Equalization Division Personnel performing any County
duty or obligation under the terms of this Contract.
2.3.5. The Municipality agrees that except as expressly provided for under the
terms of this Contract and/or laws of this State, no County Agent or
Equalization Division Personnel, while such person is currently and/or
actively employed or otherwise remains on the payroll of the County as a
County Agent shall be employed, utilized, or perform any other services, of
any kind, directly or indirectly, in any manner or capacity, or otherwise be
available to perform any other work or assignments by or for the
Municipality during the term of this Contract. This section shall not prohibit
the Municipality from employing any person who was a former County
Agent but is no longer employed in that capacity by the County.
2.3.6. Except as otherwise expressly provided by the Contract and/or applicable
State law, the Parties agree and warrant that neither the County, nor any
County Agent, nor any Equalization Division Personnel, by virtue of this
Contract or otherwise, shall be deemed, considered or claimed to be an
employee of the Municipality and/or a Municipality Agent.
2.3.7. The Municipality shall not otherwise provide, furnish or assign any
Equalization Division Personnel with any job instructions, job descriptions,
job specifications, or job duties, or in any manner attempt to control,
supervise, train, or direct any Personnel in the performance of any County's
Equalization Division Assistance Services duty or obligation under the
terms of this Contract.
2.4. LIMITS AND EXCLUSIONS ON COUNTY "SERVICES" Except as otherwise
expressly provided for within this Contract, neither the County nor any County
Agents shall be responsible for assisting or providing any other "Services " or
assistance to the Municipality or assume any additional responsibility for
assisting the Municipality in any other way or manner with any Municipality
obligations under any and all State Property Tax Laws, including, but not limited
to, providing any attorney or legal representation to the Municipality or any
Municipality Agent at any proceeding before the Michigan Tax Tribunal or any
other adjudicative body or court, except as expressly provided for in this
Contract.
2.4.1. The Municipality shall, at all times and under all circui-nstances, remain
solely liable for any and all costs, legal obligations, and/or civil liabilities
associated with or in any way related to any Municipality tax appraisal or
assessment functions or any other Municipality legal obligation under
any applicable State Property Tax Laws. The Municipality shall employ
and retain its own Municipality legal representation, as necessary, to
defend any such claim or challenge before the State Tax Tribunal or any
other court or review body.
2.4.2. Except for those express statutory and/or regulatory obligations
incumbent only upon licensed Equalization Division Personnel (i.e., State
Licensed and Certified Real and/or Personal Property Tax Assessors) to
CONTRACT FOR OAKLAND COUNTY EQUALI6ATION DIVISION ASSISTANCE SERVICES
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defend property tax appraisals and assessments that they either
performed, or were otherwise performed under their supervision, before
the Michigan Tax Tribunal, the Parties agree that no other County Agents,
including any County attorneys shall be authorized, required and/or
otherwise obligated under this Contract or pursuant to any other
agreement between the Parties to provide any legal representation to or
for the Municipality and/or otherwise defend, challenge, contest, appeal,
or argue on behalf of the Municipality before the Michigan Tax Tribunal or
any other review body or court.
§3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on
the effective date of this Contract, as otherwise provided herein, and shall end on
January 31, 2012, without any further act or notice from either Party being required. Any
and all County Services otherwise provided to the Municipality prior to the effective date
of this Contract, shall be subject to the terms and conditions provided for herein.
§4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as
expressly provided for in this Contract, the Municipality agrees that this Contract does
not, and is not intended to, transfer, delegate, or assign to the County, and/or any County
Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation,
duty of care, cost, legal obligation, or liability associated with any governmental function
delegated and/or entrusted to the Municipality under any applicable State Property Tax
Laws.
4.1. The Municipality shall, at all times and under all circumstances, remain solely
liable for any and all costs, legal obligations, and/or civil liabilities associated with
or in any way related to any Municipality tax appraisal or assessment functions or
any other Municipality legal obligation. The Municipality agrees that under no
circumstances shall the County be responsible for any costs, obligations, and/or
civil liabilities associated with its Municipality function or any responsibility under
any State Property Tax Law.
4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations
for the County and shall take all necessary steps to ensure that any debts, liens,
liabilities or obligations that the Municipality may incur shall not become a debt,
liability, obligation or Claim(s) against the County.
4.3. The Parties agree that the Municipality shall at all times remain responsible for the
ultimate completion of any and all Municipality duties or obligations under any and
all applicable State Property Tax Laws. Nothing in this Contract shall relieve the
Municipality of any Municipality duty or obligation under any applicable State
Property Tax Law.
4.4. The Municipality and Municipality Agents shall be and remain responsible for
compliance with all federal, State, and local laws, ordinances, regulations, and
agency requirements in any manner affecting any work or performance of this
Contract or with any Municipality duty or obligation under any applicable State
Property Tax Law.
§5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The
Parties reserve to themselves any rights and obligations related to the provision of any
and all of each Party's respective governmental services, authority, responsibilities, and
obligations. Except as expressly provided otherwise herein, this Contract does not, and
is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or
contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or
CONTRACT FOR OAKLAND COUNTY EQUALEATION DIVISION ASSISTANCE SERVICES
WITH THE CITY OF NOVI
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legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or
character of office of either Party to any other person or Party.
5.1. The Parties further agree, notwithstanding any other term or condition in this
Contract, that no provision in this Contract is intended, nor shall it be construed,
as a waiver of any governmental immunity, as provided by statute or applicable
court decisions, by either Party, either for that Party and/or any of that Party's
County or Municipal Agents.
5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall
be deemed to, in any way, limit or prohibit the Oakland County Board of
Commissioners statutory rights and obligations to review and/or further equalize
Municipality property values or tax assessments and/or further act upon any
Municipality assessment(s) of property taxes under any applicable State Property
Tax Laws, including, but not limited to challenging any Municipality assessment
before the Michigan Tax Tribunal.
§6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the
Municipality agrees to pay to the County $30.00 for each real property parcel file reviewed
(file maintenance) during the life of this Contract. Payment is due on or before March 1,
2012.
If during the term of this Contract, there are additional services requested of the County,
the Parties shall negotiate additional fees to be paid by the Municipality.
6.1. If the Municipality fails, for any reason, to pay the County any monies when and as
due under this Contract, the Municipality agrees that unless expressly prohibited
by law, the County or the County Treasurer, at their sole option, shall be entitled
to a setoff from any other Municipality funds that are in the County's possession
for any reason. Funds include but are not limited to the Delinquent Tax Revolving
Fund ("DTRF"). Any setoff or retention of funds by the County shall be deemed a
voluntary assignment of the amount by the Municipality to the County. The
Municipality waives any claims against the County or its Officials for any acts
related specifically to the County's offsetting or retaining such amounts. This
paragraph shall not limit the Municipality's legal right to dispute whether the
underlying amount retained by the County was actually due and owing under this
Contract.
6.2. If the County chooses not to exercise its right to setoff or if any setoff is insufficient
to fully pay the County any amounts due and owing the County under this
Contract, the County shall have the right to charge up to the then-maximum legal
interest on any unpaid amount. Interest charges shall be in addition to any other
amounts due to the County under this Contract. Interest charges shall be
calculated using the daily unpaid balance method and accumulate until all
outstanding amounts and accumulated interest are fully paid.
6.3. Nothing in this Section shall operate to limit the County's right to pursue or
exercise any other legal rights or remedies under this Contract against
Municipality to secure reimbursement of amounts due the County under this
Contract. The remedies in this Section shall be available to the County on an
ongoing and successive basis if Municipality at any time becomes delinquent in its
payment. Notwithstanding any other term and condition in this Contract, if the
County pursues any legal action in any court to secure its payment under this
Contract, Municipality agrees to pay all costs and expenses, including attorney's
CONTRACT FOR OAKLAND COUNTY EQUALOLATION DIVISION ASSISTANCE SERVICES
WITH THE CITY OF NOVI
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fees and court costs, incurred by the County in the collection of any amount owed
by Municipality.
6.4. Notwithstanding any other term or condition in this Contract, should the
Municipality fail for any reason to timely pay the County the amounts required
under this Contract, the Municipality agrees that the County may discontinue,
upon thirty (30) days written notice to the Municipality, without any penalty or
liability whatsoever, any County services or performance obligations under this
Contract.
§7. LIABILITY The Municipality further agrees that the County shall not be liable to the
Municipality for any and all Claim(s), except as otherwise expressly provided for in this
Contract.
7.1. The Parties agree that this Contract does not and is not intended to create or
include any County warranty, promise, covenant or guaranty, either express or
implied, of any kind or nature whatsoever in favor of the other Municipality,
and/or any Municipality Agents, or any Municipality Taxpayer or any other
person or entity, or that the County's efforts in the performance of any
obligation under this Contract will result in any specific monetary benefit or
efficiency, or increase in any tax revenue for the Municipality, or will result in
any specific reduction or increase in any property assessment, or guarantee
that any County services provided under this Contract will withstand any
challenge before the State Tax Tribunal or any court or review body, or any
other such performance-based outcome.
7.2. In the event of any alleged breach, wrongful termination, and/or any default of any
term or condition of this Contract by either the County or any County Agent, the
County and/or any County Agent shall not be liable to the Municipality for any
indirect, incidental, special or consequential damages, including, but not limited
to any replacement costs for County Services, any loss of income or revenue,
and/or any failure by the Municipality to meet any Municipality obligation under
any applicable State Property Tax Laws, or any other economic benefit or harm
that the Municipality may have realized, but for any alleged breach, wrongful
termination, default and/or cancellation of this Contract, or damages beyond or in
excess of the amount(s) of any amount paid to, received or retained by the County
at the time of the alleged breach or default in connection with or under the terms
of this Contract, whether such alleged breach or default is alleged in an action in
contract or tort and/or whether or not the Municipality has been advised of the
possibility of such damages. This provision and this Contract is intended by the
Parties to allocate the risks between the Parties, and the Parties agree that the
allocation of each Party's efforts, costs, and obligations under this Contract reflect
this allocation of each Party's risk and the limitations of liability as specified herein,
7.3. Notwithstanding any other provision in this Contract, with regard to any and all
alleged losses, claims, complaints, demands for relief or damages, suits, causes
of action, proceedings, judgments, deficiencies, liability, penalties, litigation 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, and/or any other amounts, liabilities of any kind
whatsoever which are imposed on, incurred by, or asserted against the
Municipality or any Municipality Agent by any third person, including but not limited
to any Municipality Agent or Municipality Taxpayer, arising out of any activities or
Services to be carried out by any County Agent in the performance of this
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Contract, the Municipality hereby agrees that it shall have no rights pursuant to or
under this Contract against the County and/or any County Agents to or for any
indemnification (i.e., contractually, legally, equitably, or by implication)
contribution, subrogation, or other right to be reimbursed by the County and/or any
of County Agents based upon any and all legal theories or alleged rights of any
kind, whether known or unknown, for any and all alleged losses, claims,
complaints, demands for relief or damages, judgments, deficiencies, liability,
penalties, litigation costs and expenses of any kind whatsoever which are imposed
on, incurred by, or asserted against the Municipality and which are alleged to have
arisen under or are in any way based or predicated upon this Contract.
7.4. If the Municipality requests and the County agrees, the County may prepare the
actual tax statement for mailing by the Municipality to Municipality residents. In
preparing any such tax statement the County shall rely upon certain data
provided by the Municipality beyond the data gathered by the County under this
contract. The parties agree that under no circumstances shall the County be
held liable to the Municipality or any third party based upon any error in any tax
statement due to information supplied by the Municipality to the County for such
purposes.
MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality
agrees that it shall be solely and exclusively responsible, during the term of this Contract,
for guaranteeing that all Municipality Agents fully cooperate with Equalization Division
Personnel in the performance of all County Services under this Contract. Likewise, the
County agrees that it shall be solely and exclusively responsible, during the term of this
Contract, for guaranteeing that all Equalization Division personnel fully cooperate with
Municipality agents in the performance of all County Services under this Contract.
8.1. Municipality Agents shall be employed and assigned based on appropriate
qualifications and other factors as decided by the Municipality. The Municipality
agrees that it shall be solely responsible for furnishing all Municipality Agents
with all job instructions, job descriptions and job specifications and shall solely
control, direct, and supervise all Municipality Agents and shall be solely
responsible for the means and manner in which Municipality's duties or
obligations under any applicable State Property Tax Laws are satisfied.
8.2. The Municipality agrees that it shall be solely and completely liable for any and all
Municipality Agents past, present, or future wages, compensation, overtime
wages, expenses, fringe benefits, pension or retirement benefits, travel
expenses, mileage allowances, training expenses, transportation costs, and/or
other allowances or reimbursements of any kind, including, but not limited to,
workers' disability compensation benefits, unemployment compensation, Social
Security Act protection(s) and benefits, any employment taxes, and/or any other
statutory or contractual right or benefit based on or in any way related to any
Municipality Agent's employment status or any alleged violation of any
Municipality Agent's statutory, contractual (e.g., union, employment, or labor
contract), constitutional, common law employment right, and/or civil rights by the
Municipality. The Municipality agrees to indemnify and hold harmless the County
from and against any and all Claim(s) which are imposed upon, incurred by, or
asserted against the County or any County Agent by any Municipality Agent
and/or which are based upon, result from, or arise from, or are in any way related
to any Municipality Agent's wages, compensation, benefits, or other employment-
related or based rights, including, but not limited to, those described in this
section.
CONTRACT FOR OAKLAND COUNTY EQUAd.OATION DIVISION ASSISTANCE SERVICES
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8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract
or otherwise, be considered or claimed to be an employee of the County and/or a
County Agent. This Contract does not grant or confer, and shall not be interpreted
to grant or confer, upon any Municipality Agents or any other individual any status,
privilege, right, or benefit of County employment or that of a County Agent.
§9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes
under the terms of this Contract, the County's and/or any and all County Agents' legal
status and relationship to the Municipality shall be that of an Independent Contractor.
Except as expressly provided herein, each Party will be solely responsible for the acts of
its own employees, Agents, and servants during the term of this Contract. No liability,
right or benefits arising out of an employer/employee relationship, either express or
implied, shall arise or accrue to either Party as a result of this Contract.
§10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality
acknowledges and agrees that this Contract does not, and is not intended to, create
either any absolute right in favor of the Municipality, or any correspondent absolute duty
or obligation upon the County, to guarantee that any specific number(s) or classification
of County Agents will be present on any given day to provide County services to the
Municipality.
§11. INDEMNIFICATION Each Party shall be responsible for any Claims made against that
Party and for the acts of its Employees or Agents. In any Claims that may arise from the
performance of this Contract, each Party shall seek its own legal representation and bear
the costs associated with such representation including any attorney fees. Except as
otherwise provided in this Contract, neither Party shall have any right under any legal
principle to be indemnified by the other Party or any of its Employees or Agents in
connection with any Claim. This Contract does not, and is not intended to, impair, divest,
delegate or contravene any constitutional, statutory, and/or other legal right, privilege,
power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be
construed as a waiver of governmental immunity for either Party.
§12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and
notwithstanding any other term or provision in any other section of this Contract, either
Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may
cancel and/or completely terminate this Contract for any reason, including convenience,
without incurring any penalty, expense, or liability to the other Party. The effective date for
any such termination is to be clearly stated in the notice.
12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all
Municipality and/or County obligations under this Contract, except those rights
and obligations expressly surviving cancellation as provided for in this Contract,
shall end.
12.2. The Municipality agrees that any and all Municipality obligations, including, but not
limited to, any and all indemnification and hold harmless promises, waivers of
liability, record-keeping requirements, any Municipality payment obligations to the
County, and/or any other related obligations provided for in this Contract with
regard to any acts, occurrences, events, transactions, or Claim(s) either occurring
or having their basis in any events or transactions that occurred before the
cancellation or completion of this Contract, shall survive the cancellation or
completion of this Contract.
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§13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree
that this Contract, and/or any subsequent amendments thereto, shall not become
effective prior to the approval by concurrent resolutions of both the Oakland County
Board of Commissioners and the City Council of the City of Novi. The approval and
terms of this Contract, and/or any possible subsequent amendments thereto, shall be
entered in the official minutes and proceedings of both the Oakland County Board of
Commissioners and the City Council of the City of Novi and shall also be filed with the
office of the Clerk of the County and the Clerk for the City of Novi.
§14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall
be filed with the Michigan Secretary of State and this Contract, and/or any possible
subsequent amendments, shall not become effective prior to this required filing with the
Secretary of State.
14.1. The Parties agree that except as expressly provided herein, this Contract shall
not be changed, supplemented, or amended, in any manner, except as provided
for herein, and no other act, verbal representation, document, usage or custom
shall be deemed to amend or modify this Contract in any manner.
§15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit
of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to,
create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit,
right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any
right to be subrogated to any Party's rights in this Contract, and/or any other right of any
kind, in favor of any person, including, but not limited to, any County Agent or Municipality
Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any
organization, any alleged unnamed beneficiary or assignee, and/or any other person.
§16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to
and, in all cases, shall be construed as a whole according to its fair meaning, and not
construed strictly for or against any Party. As used in this Contract, the singular or plural
number, possessive or nonpossessive shall be deemed to include the other whenever the
context so suggests or requires.
§17. CAPTIONS The section headings or titles and/or all section numbers contained in this
Contract are intended for the convenience of the reader and not intended to have any
substantive meaning and are not to be interpreted as part of this Contract.
§18. NOTICES Except as otherwise expressly provided for herein, any and all
correspondence, invoices, and/or any other written notices required, permitted or
provided for under this Contract to be delivered to either Party shall be sent to that Party
by first class mail. All such written notices, including any notice canceling or terminating
this Contract as provided for herein, shall be sent to the other Party's signatory to this
Contract, or that signatory's successor in office, at the addresses shown in this Contract.
All correspondence or written notices shall be considered delivered to a Party as of the
date that such notice is deposited with sufficient postage with the U.S. Postal Service.
§19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not
operate or be construed as a waiver of any subsequent breach. Each and every right,
remedy and power granted to either Party or allowed it by law shall be cumulative and not
exclusive of any other.
§20. ENTIRE CONTRACT This Contract, consisting of a total of twelve (12) pages, sets forth
the entire Contract between the County and the Municipality. It is further understood and
agreed that the terms and conditions herein are contractual and are not a mere recital and
CONTRACT FOR OAKLAND COUNTY EQUAI112ATION DIVISION ASSISTANCE SERVICES
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that there are no other agreements, understandings, contracts, or representations
between the County and the Municipality in any way related to the subject matter hereof,
except as expressly stated herein. This Contract shall not be changed or supplemented
orally and may be amended only as otherwise provided herein.
For and in consideration of the mutual assurances, promises, acknowledgments, warrants,
representations, and agreements set forth in this Contract, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned
hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind
the Parties to the terms and conditions of this Contract.
IN WITNESS WHEREOF, David B. Landry, Mayor of the City of Novi, hereby acknowledges
that he has been authorized by a resolution of the City Council of the City of Novi, a certified
copy of which is attached, to execute this Contract on behalf of the Municipality and hereby
accepts and binds the Municipality to the terms and conditions of this Contract.
EXECUTED: DATE:
David B. Landry, Mayor
City of Novi
WITNESSED: DATE:
Maryanne Cornelius, Clerk
City of Novi
IN WITNESS WHEREOF, Michael J. Gingell, 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
Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to
the terms and conditions of this Contract.
EXECUTED: DATE:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
WITNESSED: DATE:
Bill Bullard, Jr., Clerk/Register of Deeds
County of Oakland
CONTRACT FOR OAKLAND COUNTY EQUALII2ATION DIVISION ASSISTANCE SERVICES
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CONTRACT FOR OAKLAND COUNTY
EQUALIZATION DIVISION ASSISTANCE SERVICES
WITH THE CITY OF NOVI
(file maintenance services)
This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE
SERVICES WITH THE CITY OF NOVI, (hereafter, this "Contract") is made and entered into
between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation,
whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the
"County"), and the City of Novi, a Michigan Constitutional and Municipal Corporation whose
address is 45175W. Ten Mile Rd, Novi, Michigan, 48375-3024 (hereafter, the "Municipality").
In this Contract, either the County and/or the Municipality may also be referred to individually as
a "Party" or jointly as "Parties."
INTRODUCTORY STATEMENTS
A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"),
including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.)
is required to perform real and personal property tax appraisals and assessments for all
nonexempt real and personal property located within the geographic boundaries of the
Municipality for the purpose of levying State and local property taxes.
B. The Parties recognize and agree that absent an agreement such as this, or pursuant to
an order of the State Tax Commission mandating the County to perform all or some of
the property tax appraisal and tax assessment responsibilities for real and/or personal
property located within the Municipality's geographic boundaries (MCL 211.10(f)), the
County, has no obligation to provide these Services to or for the Municipality.
C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board
of Commissioners, through the Equalization Division may furnish assistance to local
assessing officers in the performance of certain of these legally mandated, Municipality,
property appraisal and assessment responsibilities.
D. The Municipality has requested the County's Equalization Division assistance in
performing the "Equalization Division Assistance Services" (as described and defined in
this Contract) and has agreed in return to reimburse the County as provided for in this
Contract.
The County has determined that it has sufficient "Equalization Division Personnel," as
defined herein, possessing the requisite knowledge and expertise and is agreeable to
assisting the Municipality by providing the requested "Equalization Division Assistance
Services" under the terms and conditions of this Contract.
NOW, THEREFORE, in consideration of these premises and the mutual promises,
representations, and agreements set forth in this Contract, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the County and the
Municipality mutually agree as follows:
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DEFINED TERMS In addition to the above defined terms (i.e., "Contract", "County",
"Municipality", "Party" and "Parties", and "State"), the Parties agree that the following
words and expressions when printed with the first letter capitalized as shown herein,
whether used in the singular or plural, possessive or nonpossessive, and/or either within
or without quotation marks, shall, be defined and interpreted as follows:
1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland
County elected officials, appointed officials, directors, board members, council
members, commissioners, authorities, other boards, committees, commissions,
employees, managers, departments, divisions, volunteers, agents,
representatives, and/or any such persons' successors or predecessors, agents,
employees, attorneys, or auditors (whether such persons act or acted in their
personal representative or official capacities), and/or any persons acting by,
through, under, or in concert with any of them, excluding the Municipality and/or
any Municipality Agents, as defined herein. "County Agent" and/or "County
Agents" shall also include any person who was a County Agent anytime during
the term of this Contract but, for any reason, is no longer employed, appointed,
or elected and serving as a County Agent.
1.2. "Equalization Division Personnel" as used in this Contract shall be defined as a
specific subset of, and included as part of the larger group of County Agents as
defined above, and shall be further defined as any and all County Agents
specifically employed and assigned by the County to work in the Equalization
Division of the County's Department of Management and Budget as shown in the
current County budget and/or personnel records of the County. For any and all
purposes in this Contract, any reference to County Agents shall also include within
that term any and all Equalization Division Personnel, but any reference in this
contract to Equalization Division Personnel shall not include any County Agent
employed by the County in any other function, capacity or organizational unit of
the County other than the Equalization Division of the Department of Management
and Budget.
1.3. "Municipality Agent" or "Municipality Agents" shall be defined to include any and all
Municipality officers, elected officials, appointed officials, directors, board
members, council members, authorities, boards, committees, commissions,
employees, managers, departments, divisions, volunteers, agents,
representatives, and/or any such persons' successors or predecessors, agents,
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, except that no County Agent
shall be deemed a Municipality Agent and conversely, no Municipality Agent shall
be deemed a County Agent. "Municipality Agent" shall also include any person
who was a Municipality Agent at any time during this Contract but for any reason
is no longer employed, appointed, or elected in that capacity.
1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims,
complaints, demands for relief or damages, suits, causes of action, proceedings,
judgments, deficiencies, liability, penalties, litigation 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, and/or any other amounts, liabilities or Claim(s) of any kind
whatsoever which are imposed on, incurred by, or asserted against either the
County and/or any County Agent, as defined herein, or any Claim(s) for which the
County and/or any County Agent may become legally and/or contractually
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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, or otherwise, and/or whether
commenced or threatened and arising out of any alleged breach of any duty by
the County and/or any County Agent to any third-person, the Municipality,
including any Municipality Agent or any Municipality Taxpayer under or in
connection with this Contract or are based on or result in any way from the
County's and/or any County Agent's participation in this Contract.
1.5. "Municipality Taxpayer" shall be defined as any and all residents, property
owners, persons, or taxable entities within the Municipality, or their
representatives or agents, who may be liable or responsible for any property
taxes assessed by the Municipality pursuant to any applicable State Property
Tax Laws.
1.6. "State" shall be defined as the "State of Michigan," a sovereign governmental
entity of the United States, and shall also include within its definition any and all
departments or agencies of State government including specifically, but not
limited to, the State Tax Commission, the State Tax Tribunal, and/or the State
Department of Treasury.
§2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that
the full and complete scope of any and all County Equalization Division Assistance
Services shall be as described and limited in the following subsections (hereinafter
defined and referred to as either "Equalization Division Assistance Services" or
"Services").
2.1. "EQUALIZATION DIVISION ASSISTANCE SERVICES" OR "SERVICES" TO BE
PROVIDED "Equalization Division Assistance Services" or "Services'', to be
performed by County for the Municipality as those terms are defined in this
Contract, shall only include and shall be limited to the following activities:
2.1.1. The Equalization Division personnel will assist the Municipality's Assessor
through January 31, 2012 in maintaining files by reviewing current open
building permits for the residential, commercial and industrial classification
and submitting them to the Assessor for final review.
2.2. PURPOSE OF COUNTY "SERVICES" The Parties agree that the purpose of
any and all "Equalization Division Assistance Services" or "Services" to be
performed under this Contract shall be to assist (e.g., to help, aid, lend support,
and/or participate in as an auxiliary, to contribute effort toward completion of a
goal, etc.) the Municipality in the performance of that Municipality's official
functions, obligations, and Municipality's legal responsibilities for property tax
appraisal and assessment pursuant to the applicable State Property Tax Laws.
2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all
"Equalization Division Assistance Services" or "Services" to be provided by the
County for the Municipality under this Contract shall be performed solely and
exclusively by the County's "Equalization Division Personnel" as defined herein.
2.3.1. Equalization Division Personnel shall be employed and assigned by the
County in such numbers and based on such appropriate qualifications
and other factors as decided solely by the County.
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2.3.2. The Parties agree that the County shall be solely and exclusively
responsible for furnishing all Equalization Division Personnel with all job
instructions, job descriptions and job specifications and shall in all
circumstances control, supervise, train or direct all Equalization Division
Personnel in the performance of any and all Services under this Contract.
2.3.3. Except as otherwise expressly provided for herein, the Parties agree and
warrant that, at all times and for all purposes relevant to this Contract,
the County shall remain the sole and exclusive employer of all County
Agents and Equalization Division Personnel and that the County shall
remain solely and completely liable for any and all County Agents' past,
present, or future wages, compensation, overtime wages, expenses,
fringe benefits, pension or retirement benefits, travel expenses, mileage
allowances, training expenses, transportation costs, and/or other
allowances or reimbursements of any kind, including, but not limited to,
workers' disability compensation benefits, unemployment compensation,
Social Security Act protection(s) and benefits, any employment taxes,
and/or any other statutory or contractual right or benefit based on or in any
way related to any County Agent's employment status.
2.3.4. This Contract is neither intended, nor shall it be interpreted, to create,
change, grant, modify, supplement, supersede, alter, or otherwise affect or
control, in any manner, form, or at any time, any right, privilege, benefit, or
any other term or condition of employment, of any kind or nature
whatsoever, in, upon, or for any County Agent or Equalization Division
Personnel with the County, any applicable County employment and/or
union contract, and/or any County rule(s), regulation(s), hours of work,
shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical
guideline(s), etc., which shall, solely and exclusively, govern and control
the employment relationship between the County and any County Agent
or Equalization Division Personnel and/or the conduct and actions of any
County Agent or any Equalization Division Personnel. To illustrate, but
not otherwise limit, this Contract does not and shall not be interpreted to
limit, modify, control, or otherwise affect, in any manner:
2.3.4.1. The County's sole and exclusive right, obligation, responsibility,
and discretion to employ, compensate, assign, reassign,
transfer, promote, reclassify, discipline, demote, layoff, furlough,
discharge any Equalization Division Personnel and/or pay any
and all Equalization Division Personnel's wages, salaries,
allowances, reimbursements, compensation, fringe benefits, or
otherwise decide any and all such terms and conditions of
employment and make any and all employment decisions that
affect, in any way, the employment of any Equalization Division
Personnel with the County, subject only to its applicable
collective bargaining Contracts.
2.3.4.2. The County's sole and exclusive right, obligation, and
responsibility to determine, establish, modify, or implement
any and all operational policies, procedures, orders, rules,
regulations, ethical guidelines, and/or any other judgment,
policy or directive which, in any way, governs or controls any
activity of any County Agent or Equalization Division
Personnel, any necessary County Agent or Equalization
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Division Personnel's training standards or proficiency(ies), any
level or amount of required supervision, any and all standards
of performance, any sequence or manner of performance, and
any level(s) of experience, training, or education required for
any Equalization Division Personnel performing any County
duty or obligation under the terms of this Contract.
2.3.5. The Municipality agrees that except as expressly provided for under the
terms of this Contract and/or laws of this State, no County Agent or
Equalization Division Personnel, while such person is currently and/or
actively employed or otherwise remains on the payroll of the County as a
County Agent shall be employed, utilized, or perform any other services, of
any kind, directly or indirectly, in any manner or capacity, or otherwise be
available to perform any other work or assignments by or for the
Municipality during the term of this Contract. This section shall not prohibit
the Municipality from employing any person who was a former County
Agent but is no longer employed in that capacity by the County.
2.3.6. Except as otherwise expressly provided by the Contract and/or applicable
State law, the Parties agree and warrant that neither the County, nor any
County Agent, nor any Equalization Division Personnel, by virtue of this
Contract or otherwise, shall be deemed, considered or claimed to be an
employee of the Municipality and/or a Municipality Agent.
2.3.7. The Municipality shall not otherwise provide, furnish or assign any
Equalization Division Personnel with any job instructions, job descriptions,
job specifications, or job duties, or in any manner attempt to control,
supervise, train, or direct any Personnel in the performance of any County's
Equalization Division Assistance Services duty or obligation under the
terms of this Contract.
2.4. LIMITS AND EXCLUSIONS ON COUNTY "SERVICES" Except as otherwise
expressly provided for within this Contract, neither the County nor any County
Agents shall be responsible for assisting or providing any other "Services" or
assistance to the Municipality or assume any additional responsibility for
assisting the Municipality in any other way or manner with any Municipality
obligations under any and all State Property Tax Laws, including, but not limited
to, providing any attorney or legal representation to the Municipality or any
Municipality Agent at any proceeding before the Michigan Tax Tribunal or any
other adjudicative body or court, except as expressly provided for in this
Contract.
2.4.1. The Municipality shall, at all times and under all circumstances, remain
solely liable for any and all costs, legal obligations, and/or civil liabilities
associated with or in any way related to any Municipality tax appraisal or
assessment functions or any other Municipality legal obligation under
any applicable State Property Tax Laws. The Municipality shall employ
and retain its own Municipality legal representation, as necessary, to
defend any such claim or challenge before the State Tax Tribunal or any
other court or review body.
2.4.2. Except for those express statutory and/or regulatory obligations
incumbent only upon licensed Equalization Division Personnel (i.e., State
Licensed and Certified Real and/or Personal Property Tax Assessors) to
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defend property tax appraisals and assessments that they either
performed, or were otherwise performed under their supervision, before
the Michigan Tax Tribunal, the Parties agree that no other County Agents,
including any County attorneys shall be authorized, required and/or
otherwise obligated under this Contract or pursuant to any other
agreement between the Parties to provide any legal representation to or
for the Municipality and/or otherwise defend, challenge, contest, appeal,
or argue on behalf of the Municipality before the Michigan Tax Tribunal or
any other review body or court.
§3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on
the effective date of this Contract, as otherwise provided herein, and shall end on
January 31, 2012, without any further act or notice from either Party being required. Any
and all County Services otherwise provided to the Municipality prior to the effective date
of this Contract, shall be subject to the terms and conditions provided for herein.
§4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as
expressly provided for in this Contract, the Municipality agrees that this Contract does
not, and is not intended to, transfer, delegate, or assign to the County, and/or any County
Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation,
duty of care, cost, legal obligation, or liability associated with any governmental function
delegated and/or entrusted to the Municipality under any applicable State Property Tax
Laws.
4.1. The Municipality shall, at all times and under all circumstances, remain solely
liable for any and all costs, legal obligations, and/or civil liabilities associated with
or in any way related to any Municipality tax appraisal or assessment functions or
any other Municipality legal obligation. The Municipality agrees that under no
circumstances shall the County be responsible for any costs, obligations, and/or
civil liabilities associated with its Municipality function or any responsibility under
any State Property Tax Law.
4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations
for the County and shall take all necessary steps to ensure that any debts, liens,
liabilities or obligations that the Municipality may incur shall not become a debt,
liability, obligation or Claim(s) against the County.
4.3. The Parties agree that the Municipality shall at all times remain responsible for the
ultimate completion of any and all Municipality duties or obligations under any and
all applicable State Property Tax Laws. Nothing in this Contract shall relieve the
Municipality of any Municipality duty or obligation under any applicable State
Property Tax Law.
4.4. . The Municipality and Municipality Agents shall be and remain responsible for
compliance with all federal, State, and local laws, ordinances, regulations, and
agency requirements in any manner affecting any work or performance of this
Contract or with any Municipality duty or obligation under any applicable State
Property Tax Law.
§5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The
Parties reserve to themselves any rights and obligations related to the provision of any
and all of each Party's respective governmental services, authority, responsibilities, and
obligations. Except as expressly provided otherwise herein, this Contract does not, and
is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or
contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or
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legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or
character of office of either Party to any other person or Party.
5.1. The Parties further agree, notwithstanding any other term or condition in this
Contract, that no provision in this Contract is intended, nor shall it be construed,
as a waiver of any governmental immunity, as provided by statute or applicable
court decisions, by either Party, either for that Party and/or any of that Party's
County or Municipal Agents.
5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall
be deemed to, in any way, limit or prohibit the Oakland County Board of
Commissioners statutory rights and obligations to review and/or further equalize
Municipality property values or tax assessments and/or further act upon any
Municipality assessment(s) of property taxes under any applicable State Property
Tax Laws, including, but not limited to challenging any Municipality assessment
before the Michigan Tax Tribunal.
§6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the
Municipality agrees to pay to the County $30.00 for each real property parcel file reviewed
(file maintenance) during the life of this Contract. Payment is due on or before March 1,
2012.
If during the term of this Contract, there are additional services requested of the County,
the Parties shall negotiate additional fees to be paid by the Municipality.
6.1. If the Municipality fails, for any reason, to pay the County any monies when and as
due under this Contract, the Municipality agrees that unless expressly prohibited
by law, the County or the County Treasurer, at their sole option, shall be entitled
to a setoff from any other Municipality funds that are in the County's possession
for any reason. Funds include but are not limited to the Delinquent Tax Revolving
Fund ("DTRF"). Any setoff or retention of funds by the County shall be deemed a
voluntary assignment of the amount by the Municipality to the County. The
Municipality waives any claims against the County or its Officials for any acts
related specifically to the County's offsetting or retaining such amounts. This
paragraph shall not limit the Municipality's legal right to disputawhether the
underlying amount retained by the County was actually due and owing under this
Contract.
6.2. If the County chooses not to exercise its right to setoff or if any setoff is insufficient
to fully pay the County any amounts due and owing the County under this
Contract, the County shall have the right to charge up to the then-maximum legal
interest on any unpaid amount. Interest charges shall be in addition to any other
amounts due to the County under this Contract. Interest charges shall be
calculated using the daily unpaid balance method and accumulate until all
outstanding amounts and accumulated interest are fully paid.
6.3. Nothing in this Section shall operate to limit the County's right to pursue or
exercise any other legal rights or remedies under this Contract against
Municipality to secure reimbursement of amounts due the County under this
Contract. The remedies in this Section shall be available to the County on an
ongoing and successive basis if Municipality at any time becomes delinquent in its
payment. Notwithstanding any other term and condition in this Contract, if the
County pursues any legal action in any court to secure its payment under this
Contract, Municipality agrees to pay all costs and expenses, including attorney's
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fees and court costs, incurred by the County in the collection of any amount owed
by Municipality.
6.4. Notwithstanding any other term or condition in this Contract, should the
Municipality fail for any reason to timely pay the County the amounts required
under this Contract, the Municipality agrees that the County may discontinue,
upon thirty (30) days written notice to the Municipality, without any penalty or
liability whatsoever, any County services or performance obligations under this
Contract.
§7. LIABILITY The Municipality further agrees that the County shall not be liable to the
Municipality for any and all Claim(s), except as otherwise expressly provided for in this
Contract.
7.1. The Parties agree that this Contract does not and is not intended to create or
include any County warranty, promise, covenant or guaranty, either express or
implied, of any kind or nature whatsoever in favor of the other Municipality,
and/or any Municipality Agents, or any Municipality Taxpayer or any other
person or entity, or that the County's efforts in the performance of any
obligation under this Contract will result in any specific monetary benefit or
efficiency, or increase in any tax revenue for the Municipality, or will result in
any specific reduction or increase in any property assessment, or guarantee
that any County services provided under this Contract will withstand any
challenge before the State Tax Tribunal or any court or review body, or any
other such performance-based outcome.
7.2. In the event of any alleged breach, wrongful termination, and/or any default of any
term or condition of this Contract by either the County or any County Agent, the
County and/or any County Agent shall not be liable to the Municipality for any
indirect, incidental, special or consequential damages, including, but not limited
to any replacement costs for County Services, any loss of income or revenue,
and/or any failure by the Municipality to meet any Municipality obligation under
any applicable State Property Tax Laws, or any other economic benefit or harm
that the Municipality may have realized, but for any alleged breach, wrongful
termination, default and/or cancellation of this Contract, or damages beyond or in
excess of the amount(s) of any amount paid to, received or retained by the County
at the time of the alleged breach or default in connection with or under the terms
of this Contract, whether such alleged breach or default is alleged in an action in
contract or tort and/or whether or not the Municipality has been advised of the
possibility of such damages. This provision and this Contract is intended by the
Parties to allocate the risks between the Parties, and the Parties agree that the
allocation of each Party's efforts, costs, and obligations under this Contract reflect
this allocation of each Party's risk and the limitations of liability as specified herein.
7.3. Notwithstanding any other provision in this Contract, with regard to any and all
alleged losses, claims, complaints, demands for relief or damages, suits, causes
of action, proceedings, judgments, deficiencies, liability, penalties, litigation 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, and/or any other amounts, liabilities of any kind
whatsoever which are imposed on, incurred by, or asserted against the
Municipality or any Municipality Agent by any third person, including but not limited
to any Municipality Agent or Municipality Taxpayer, arising out of any activities or
Services to be carried out by any County Agent in the performance of this
CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES
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Contract, the Municipality hereby agrees that it shall have no rights pursuant to or
under this Contract against the County and/or any County Agents to or for any
indemnification (i.e., contractually, legally, equitably, or by implication)
contribution, subrogation, or other right to be reimbursed by the County and/or any
of County Agents based upon any and all legal theories or alleged rights of any
kind, whether known or unknown, for any and all alleged losses, claims,
complaints, demands for relief or damages, judgments, deficiencies, liability,
penalties, litigation costs and expenses of any kind whatsoever which are imposed
on, incurred by, or asserted against the Municipality and which are alleged to have
arisen under or are in any way based or predicated upon this Contract.
7.4. If the Municipality requests and the County agrees, the County may prepare the
actual tax statement for mailing by the Municipality to Municipality residents. In
preparing any such tax statement the County shall rely upon certain data
provided by the Municipality beyond the data gathered by the County under this
contract. The parties agree that under no circumstances shall the County be
held liable to the Municipality or any third party based upon any error in any tax
statement due to information supplied by the Municipality to the County for such
purposes.
§8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality
agrees that it shall be solely and exclusively responsible, during the term of this Contract,
for guaranteeing that all Municipality Agents fully cooperate with Equalization Division
Personnel in the performance of all County Services under this Contract. Likewise, the
County agrees that it shall be solely and exclusively responsible, during the term of this
Contract, for guaranteeing that all Equalization Division personnel fully cooperate with
Municipality agents in the performance of all County Services under this Contract.
8.1. Municipality Agents shall be employed and assigned based on appropriate
qualifications and other factors as decided by the Municipality. The Municipality
agrees that it shall be solely responsible for furnishing all Municipality Agents
with all job instructions, job descriptions and job specifications and shall solely
control, direct, and supervise all Municipality Agents and shall be solely
responsible for the means and manner in which Municipality's duties or
obligations under any applicable State Property Tax Laws are satisfied.
8.2. The Municipality agrees that it shall be solely and completely liable for any and all
Municipality Agents' past, present, or future wages, compensation, overtime
wages, expenses, fringe benefits, pension or retirement benefits, travel
expenses, mileage allowances, training expenses, transportation costs, and/or
other allowances or reimbursements of any kind, including, but not limited to,
workers' disability compensation benefits, unemployment compensation, Social
Security Act protection(s) and benefits, any employment taxes, and/or any other
statutory or contractual right or benefit based on or in any way related to any
Municipality Agent's employment status or any alleged violation of any
Municipality Agent's statutory, contractual (e.g., union, employment, or labor
contract), constitutional, common law employment right, and/or civil rights by the
Municipality. The Municipality agrees to indemnify and hold harmless the County
from and against any and all Claim(s) which are imposed upon, incurred by, or
asserted against the County or any County Agent by any Municipality Agent
and/or which are based upon, result from, or arise from, or are in any way related
to any Municipality Agent's wages, compensation, benefits, or other employment-
related or based rights, including, but not limited to, those described in this
section.
CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES
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8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract
or otherwise, be considered or claimed to be an employee of the County and/or a
County Agent. This Contract does not grant or confer, and shall not be interpreted
to grant or confer, upon any Municipality Agents or any other individual any status,
privilege, right, or benefit of County employment or that of a County Agent.
§9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes
under the terms of this Contract, the County's and/or any and all County Agents' legal
status and relationship to the Municipality shall be that of an Independent Contractor.
Except as expressly provided herein, each Party will be solely responsible for the acts of
its own employees, Agents, and servants during the term of this Contract. No liability,
right or benefits arising out of an employer/employee relationship, either express or
implied, shall arise or accrue to either Party as a result of this Contract.
§10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality
acknowledges and agrees that this Contract does not, and is not intended to, create
either any absolute right in favor of the Municipality, or any correspondent absolute duty
or obligation upon the County, to guarantee that any specific number(s) or classification
of County Agents will be present on any given day to provide County services to the
Municipality.
§11. INDEMNIFICATION Each Party shall be responsible for any Claims made against that
Party and for the acts of its Employees or Agents. In any Claims that may arise from the
performance of this Contract, each Party shall seek its own legal representation and bear
the costs associated with such representation including any attorney fees. Except as
otherwise provided in this Contract, neither Party shall have any right under any legal
principle to be indemnified by the other Party or any of its Employees or Agents in
connection with any Claim. This Contract does not, and is not intended to, impair, divest,
delegate or contravene any constitutional, statutory, and/or other legal right, privilege,
power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be
construed as a waiver of governmental immunity for either Party.
§12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and
notwithstanding any other term or provision in any other section of this Contract, either
Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may
cancel and/or completely terminate this Contract for any reason, including convenience,
without incurring any penalty, expense, or liability to the other Party. The effective date for
any such termination is to be clearly stated in the notice.
12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all
Municipality and/or County obligations under this Contract, except those rights
and obligations expressly surviving cancellation as provided for in this Contract,
shall end. •
12.2. The Municipality agrees that any and all Municipality obligations, including, but not
limited to, any and all indemnification and hold harmless promises, waivers of
liability, record-keeping requirements, any Municipality payment obligations to the
County, and/or any other related obligations provided for in this Contract with
regard to any acts, occurrences, events, transactions, or Claim(s) either occurring
or having their basis in any events or transactions that occurred before the
cancellation or completion of this Contract, shall survive the cancellation or
completion of this Contract.
CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES
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§13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree
that this Contract, and/or any subsequent amendments thereto, shall not become
effective prior to the approval by concurrent resolutions of both the Oakland County
Board of Commissioners and the City Council of the City of Novi. The approval and
terms of this Contract, and/or any possible subsequent amendments thereto, shall be
entered in the official minutes and proceedings of both the Oakland County Board of
Commissioners and the City Council of the City of Novi and shall also be filed with the
office of the Clerk of the County and the Clerk for the City of Novi.
§14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall
be filed with the Michigan Secretary of State and this Contract, and/or any possible
subsequent amendments, shall not become effective prior to this required filing with the
Secretary of State.
14.1. The Parties agree that except as expressly provided herein, this Contract shall
not be changed, supplemented, or amended, in any manner, except as provided
for herein, and no other act, verbal representation, document, usage or custom
shall be deemed to amend or modify this Contract in any manner.
§15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit
of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to,
create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit,
right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any
right to be subrogated to any Party's rights in this Contract, and/or any other right of any
kind, in favor of any person, including, but not limited to, any County Agent or Municipality
Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any
organization, any alleged unnamed beneficiary or assignee, and/or any other person.
§16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to
and, in all cases, shall be construed as a whole according to its fair meaning, and not
construed strictly for or against any Party. As used in this Contract, the singular or plural
number, possessive or nonpossessive shall be deemed to include the other whenever the
context so suggests or requires.
§17. CAPTIONS The section headings or titles and/or all section numbers contained in this
Contract are intended for the convenience of the reader and not intended to have any
substantive meaning and are not to be interpreted as part of this Contract.
§18. NOTICES Except as otherwise expressly provided for herein, any and all
correspondence, invoices, and/or any other written notices required, permitted or
provided for under this Contract to be delivered to either Party shall be sent to that Party
by first class mail. All such written notices, including any notice canceling or terminating
this Contract as provided for herein, shall be sent to the other Party's signatory to this
Contract, or that signatory's successor in office, at the addresses shown in this Contract.
All correspondencebr written notices shall be considered delivered to a Party as of the
date that such notice is deposited with sufficient postage with the U.S. Postal Service.
§19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not
operate or be construed as a waiver of any subsequent breach. Each and every right,
remedy and power granted to either Party or allowed it by law shall be cumulative and not
exclusive of any other.
§20. ENTIRE CONTRACT This Contract, consisting of a total of twelve (12) pages, sets forth
the entire Contract between the County and the Municipality. It is further understood and
agreed that the terms and conditions herein are contractual and are not a mere recital and
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that there are no other agreements, understandings, contracts, or representations
between the County and the Municipality in any way related to the subject matter hereof,
except as expressly stated herein. This Contract shall not be changed or supplemented
orally and may be amended only as otherwise provided herein.
For and in consideration of the mutual assurances, promises, acknowledgments, warrants,
representations, and agreements set forth in this Contract, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned
hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind
the Parties to the terms and conditions of this Contract.
IN WITNESS WHEREOF, David B. Landry, Mayor of the City of Novi, hereby acknowledges
that he has been authorized by a resolution of the City Council of the City of Novi, a certified
copy of which is attached, to execute this Contract on behalf of the Municipality and hereby
accepts and binds the Municipality to the terms and conditions of this Contract.
EXECUTED: DATE:
David B. Landry, Mayor
City of Novi
WITNESSED: DATE:
Maryanne Cornelius, Clerk
City of Novi
IN WITNESS WHEREOF, Michael J. Gingell, 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
Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to
the terms and conditions of this Contract.
EXECUTED: DATE:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
WITNESSED: DATE:
Bill Bullard, Jr., Clerk/Register of Deeds
County of Oakland
CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES
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Y APPROVE THE FOREGOING RESOLUTION
2--// 7/1/
Resolution #11304 December 15, 2011
Moved by Long supported by Zack the resolutions (with fiscal notes attached) on the amended Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Covey, Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Hoffman,
Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott,
Taub, Weipert, Woodward, Zack, Bosnic. (25)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., 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
15, 2011, 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 15th day of December, 2011.
094.
Bill Bullard Jr., Oakland County