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HomeMy WebLinkAboutResolutions - 2014.01.22 - 21162MISCELLANEOUS RESOLUTION #14008 January 22, 2014 BY: Planning and Building Committee, Jim Runestad, Chairperson IN RE: DEPARTMENT OF ECONOMIC DEVELOPMENT AND COMMUNITY AFFAIRS APPROVAL OF OAKLAND COUNTY BROWN FIELD CONSORTIUM INTERLOCAL AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS pursuant to Miscellaneous Resolution #13260 "Board of Commissioners- Acceptance of United States Environmental Protection Agency Brownfield Consortium Grant" The USEPA has awarded $600,000 to the Oakland County Brownfield Consortium; and WHEREAS the Cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac and Southfield will enter into a memorandum of agreement with Oakland County pertaining to this grant; and, WHEREAS the County's Corporation Counsel has reviewed and approved an Interlocal Agreement between the County and the partner municipalities in Oakland County for the creation of the Oakland County Brownfield Consortium; and WHEREAS the following Cities have approved the Interlocal Agreement: Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac and Southfield; and WHEREAS the Cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac and Southfield will have $60,000 each to spend on environmental assessments on Brownfield sites in their cities as part of this grant; and, WHEREAS the remaining $240.000 of the grant will be spent on environmental investigations on Brownfield sites located in the other Cities, Villages and townships not associated as part of the Oakland County Brownfield Consortium; and, NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Interlocal Agreement and authorizes the Chairperson of the Board of Commissioners to sign the Agreement with all municipalities who have signed the Interlocal Agreement and passed a resolution in support thereof. Chairperson, on behalf of the Planning & Building Committee, I move the adoption of the foregoing resolution. PLANNING & BUILDING COMMITTEE PLANNING AND BUILDING COMMITTEE Motion carried unanimously on a roll call vote. 2013 OAKLAND COUNTY BROW/INFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND FERNDALE The 2013 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the [City of Ferndale, 300 East Nine Mile], a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. Prior to the effective date of this Agreement, the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2013 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfields, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On 8-28-2013 the EPA and the County entered into a Cooperative Agreement, Number BF-00E01208-0, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2013 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2013 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2013 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E01208-0. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. 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 rionpossessive, shall be defined, read, and interpreted as follows: Page 1 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Li. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief; damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, 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. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-00E01208-0 and attached as Exhibit A to this Agreement. 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, hoard members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5. Dai means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Municipality means the City of Ferndale, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oakland County Brownfield Consortium or Consortium means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and South-field for the purposes of applying for and performance of the 2013 Brownfield Coalition Assessment Grant. 1.8. Pro iect Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-00E01208-0, between the County and the EPA 3. COUNTY RESPONSIBILITIES. Page 2 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2013 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2013 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2013 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. Page 3 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. This Agreement shall end September 30, 2016, unless terminated pursuant to Section 8 of this Agreement or amended pursuant to this Agreement. 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2013 Guidelines for Brownfield Assessment Grants. 7.2. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7,3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non-compliant with this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, 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. 7.6. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 8. TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2013 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds Page 4 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. 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, and/or any other right, in favor of any other person or entity. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons 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, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party 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. 15, 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. 16. CAPTIONS, The section and subsection numbers, captions, and any index 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 neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. 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 Page 5 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL WO/3 V/3 (-- EXECUTED: Clerk/Register of Deeds County of Oak),and Da.14d Co City of WITNESSED: rilyin 13rowy City City of Ferndale J. eTIE Page 6 DATE: DATE: 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 U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: City of Ferndale Mayor, 300 E. Nine Mile Rd. Ferndale, MI 48220, with a copy to Community and Economic Development Director, 300 E. Nine Mile Rd Ferndale, MI 48220. 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. 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 Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: Chairperson Oakland County Board of Commissioners WITNESSED: DATE: 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Page 1 of 9 FERNDALE CITY COUNCIL MEETING Monday, September 23, 2013 A Meeting of the Ferndale City Council was held Monday, September 23, 2013 at City Hall, 300 East Nine Mile Road, Ferndale, Michigan. Mayor Coulter called the meeting to order at 7:30 p.m. 1. PLEDGE OF ALLEGIANCE 2., ROLL CALL Present: Councilmember Martin, Councilmember Lennon, Councilmember Galloway, and Mayor Coulter. Absent: Councilmember Plana. 3. APPROVAL OF AGENDA Moved by Councilmember Martin, supported by Councilmember Galloway to approve the agenda as amended to add, under Presentations, the introduction of new Finance Director. AYES: Councilmember Martin, Councilmember Lennon, Councilmember Galloway, and Mayor Coulter. NAYS: None. MOTION CARRIED 4. PRESENTATION Introduction of Karen Meier, Plante Moran, acting as Finance Director. Mayor Coulter introduced Ms. Meier, who outlined her governmental experience. A. Ferndale Public Schools Amy Butters, Ferndale Public School Board, read an open letter from Board President Jim O'Donnell addressing recent incidents at the Digital Learning Center, an alternative education facility. B. Beautification Commission http://ferndale-mi.granicus.com/MinutesViewer.php?view id=3&elip_id=412&anap;d... 12/9/2013 Page 2 of 9 1. September Beautification Awards 4B - September Beautification Awards Beautification Commission Chair Peggy Snow and Member Anna Garrett announced the Beautification Awards winners for September: Assaggi Bistro, W. Nine Mile; Mary Fredericks, University; and Beth O'Malley, E. Cambourne. 2. Presentation of certificates to all 2013 winners Ms. Snow and Ms. Garrett presented award certificates to all 2013 winners_ 3. Announcement of Block Award Ms. Snow announced the winner of the Block Award for 2013 is West Breckenridge, between Woodward and Planavon. C. Ferndale Good Neighbors Civility Resolution -.0 4C - Good Neighbors Civility Resolution Kat Bruner, Citizens for a Fair Ferndale Chair, presented the Civility Pledge as a measure to strengthen the capacity of the community to engage in fair, honest, inclusive and constructive conversations on a day to day basis and thus be prepared to do so when facing future challenges. Moved by Councilmember Martin, supported by Councilmember Galloway adopt the Ferndale Good Neighbors Civility Resolution as presented. AYES: Councilmember Martin, Councilmember Lennon, Councilmember Galloway, and Mayor Coulter. NAYS: None. MOTION CARRIED D. Boys and Girls Club Ferndale Recreation Director Manchik and Boys and Girls Clubs of South Oakland County Chief Professional Officer Brett Tillander announced a partnership that brings a full service Boys & Girls Club hilp://ferndale-rnigranieus.com/MinutesViewer.php?view id--38zamp;elipid=412&d... 12/9/2013 Page 3 of 9 experience for all youth ages 6-18th the Gerry Kulick Community Center beginning Monday, October 7th. Rachel Frank was introduced as the Unit Director for the Ferndale location. E. Resolutions Thanking Past Board and Commission Members for their Service 4E - Boards & Commissions Proclamations Mayor Coulter presented certificates of appreciation to former members of City boards and commissions. F. Downtown Development Authority DDA Communications and Marketing Manager Hughes provided an update on activities happening in the downtown. 5. PUBLIC HEARING A. Brownfield Plan - 965 Wanda 5A - 965 Wanda Brownfield Mayor Coulter opened the public hearing at 8:35 p.m. Jessica Keyser, Ferndale Public Library Director, noted the Library Board was willing to withdraw their objection after review of the plan and extensive conversations regarding tax increment financing with CED Director Delacourt. Ms_ Keyser reminded Council that tax captures are affecting the library's ability to maintain services. Mayor Coulter closed the public hearing at 8:37 p.m. Moved by Councilmember Lennon, supported by Councilrnember Galloway to approve the resolution approving the Combined Brownfield 381 Work Plan for 965 Wanda, as submitted. AYES: Councilmember Martin, Councilmember Lennon, Councilmember Galloway, and Mayor Coulter. NAYS: None. MOTION CARRIED B. http://femdale-rni.granicus.com/MinutesViewer.plip?view_id=38Lanap;elip _id=412&d... 12/9/2013 Page 4 of 9 Redevelopment Liquor License - Toast Enterprises, LLC at 23144 Woodward •0 5B - Public Hearing - Toast Liquor License Mayor Coulter opened the public hearing at 8:45 p.m. Dayna Daley, E. Lewiston, voiced concern about the effect on property values of the addition of a bar in that area. Mayor Coulter closed the public hearing at 8:49 p.m. Moved by Councilmember Martin, supported by Councilmember Lennon to approve a recommendation of approval to the Michigan Liquor Control Commission of the request from Toast Enterprises, LLC, d/b/a Toast of Ferndale, for a new Redevelopment Class C liquor license, under MCL436.1521a, to be located at 23144 Woodward Ave., Ferndale, Oakland County, Michigan, above all others. AYES: Councilmember Martin, Councilmember Lennon, Councilmember Galloway, and Mayor Coulter. NAYS: None. MOTION CARRIED C. Redevelopment Liquor License - The Fly Trap, 22944 8, 22950 Woodward 5C - Public Hearing - Fly Trap Liquor License Mayor Coulter opened the public hearing at 8:54 p.m_ Suzanne Rowe, Cambourne, voiced concerns over lack of parking and lack of maintenance that could attract rats. Mayor Coulter closed the public hearing at 8:57 p.m. Moved by Councilmember Lennon, supported by Councilmember Martin to approve a recommendation of approval to the Michigan Liquor Control Commission of the request from Gygabite, Inc., d/b/a The Fly Trap, for a new Redevelopment Class C liquor license, under MCL 436.1521a, to be located at 22950 Woodward Ave., Ferndale, Oakland County, Michigan, above all others. AYES: hLtp://ferndale-mi.granicus.com/MinutesViewer.php?view jc1=-38Lanap; cl ip_id=412& amp ; d... 12/9/2013 Page 5 of 9 Councilmember Martin, Councilmember Lennon, Councilmember Galloway, and Mayor Coulter. NAYS: None. MOTION CARRIED D. Resort Class C Liquor License - Black Owl, LLC at 345 E. 9 Mile Rd. 5D - Public Hearing - Black Owl Liquor License Mayor Coulter opened the public hearing at 9:01 p.m. In response to questions from Sherry Wells, staff and council clarified that a Resort License is not a quota license and requires expenditure of capital into the community with the goal of attracting further dollars. Greg Pawlica supported development on the east side of Woodward_ DDA Executive Director Sheppard-Decius clarified that redevelopment licenses are not owned by the DDA. Mayor Coulter closed the public hearing at 9:05 p.m. Moved by Councilmember Galloway, supported by Councilmember Lennon to approve a recommendation of approval to the Michigan Liquor Control Commission of the request from Black Owl, LLC, for a new Resort Class C liquor license, under MCL 436.1531, to be located at 345 E. Nine Mile Road, Ferndale, Oakland County, Michigan. AYES: Councilmember Martin, Councilmember Lennon, Councilmember Galloway, and Mayor Coulter. NAYS: None. MOTION CARRIED 6. CALL TO AUDIENCE Judy Palmer, Ferndale Community Foundation, promoted the Taste of Ferndale fundraiser being held on October 23rd at The Loving Touch, 6:00-9:00 p.m., and acknowledged Garden Fresh and Blue Care Network as major sponsors. Maria Gahry, W. Troy, spoke about noise issues related to Rosie O'Gradys. Sherry Wells provided historical background on the 2011 amendment to the noise ordinance. http://ferndale-mi.granieus.corn/MinutesViewer.plip?viewid-3&clipid=412&ampid... 12/9/2013 Page 6 of 9 Sharon Chess reported she has met with CINO Gacioch who has offered to assist the Ferndale Community Foundation and other community groups to create a social calendar. Paul Kish voiced appreciation to Council Member Martin and Mayor Coulter. Linda Parton, mayoral candidate, encouraged Ferndale residents to register and to vote. 7. CONSENT AGENDA A. Approval of the minutes of the Regular Meeting held September 2013, as submitted by City Clerk ;9. 7A - Minutes 2013 09 09 Regular Council B. Approval of Special Event Permit for the "2013 Fido Does Ferndale" on Thursday. October 17, 2013, as detailed in Council Action Summary to reflect the consensus of the Special Events Committee, as submitted by Director of Special Events 7B - Special Event Fido Does Ferndale D. Approval to use the City's Southwest Storage Yard as a transfer site for leaves by the cities of Oak Park, Pleasant Ridge, Huntington Woods, and Lathrup Village and authorization for the Mayor and City Clerk to sign the Agreements, as submitted by Director of Public Works 7D - Agreements to Use SW Storage Yard E. Approval of three-year professional service agreement with Hydro Design, of Troy, to provide inspection/re-inspection services under the City's Cross-Connection Control Program to be charged to the Water/Sewer Fund, Contractual, account no. 592-818 and authorization for the Mayor to sign the Agreement, as submitted by Director of Public Works A 7E - Agreement with Hydro Designs http://ferndale-mi.granicus.con-ilMinutesViewer.php?view id-----3&clipid=4128Lamp;d... 12/9/2013 Page 7 of 9 F. Approval of agreement with Republic Parking through December, 2013 for a flat fee of $2,000 per month to be charged to the Auto Parking Fund, account no. 585-000-818, as submitted by Chief Innovation Officer 7F - Republic Parking Contract G. Approval of Municipal and Community Credit contract for Fiscal Year 2014 and authorization for the Mayor or designate to sign the contract, as submitted by Recreation Director 7G - Municipal and Community Credit FY2014 H. Approval of EPA Site Assessment Grant Consortium Agreement with Oakland County and authorization for the Mayor and City Clerk to sign the Agreement, as submitted by Director of Community and Economic Development e;1 7H - Oakland County Brownfield Consortium Agreement I. Approval to accept the bid for fire hose from Apollo Fire Equipment for a total of $10,127.00, as submitted by Fire Chief A.g 71- Fire Hose Bid Apollo J. Approval of Plante Moran final contract for Finance Director, as submitted by City Manager e4- 7J - Plante Moran contract K. Approval of the bills and payrolls as submitted by the City Manager's Office subject to review by the Council Finance Committee Moved by Councilmember Galloway, supported by Councilmember Martin to approve the Consent Agenda as amended to remove Item 7C, Approval of Special Event Permit for the "Holiday Ice Festival & Hot Sauce Social" from the Consent Agenda to be considered following the Regular Agenda. AYES: Councilmember Martin, Councilmember Galloway, and Mayor Coulter. http://fenici ale-mi. grani , corn/Minute sVi ewer.php?vi d=3& amp ; clip jd=412&arrip;d... 12/9/2013 Page 8 of 9 NAYS: None. MOTION CARRIED 8. REGULAR AGENDA There were no Regular Agenda items. ITEM REMOVED FROM THE CONSENT AGENDA C. Approval of Special Event Permit for the "Holiday Ice Festival & Hot Sauce Social" on Saturday, December 14, 2013, as detailed in Council Action Summary to reflect the consensus of the Special Events Committee, as submitted by Director of Special Events 7 7C - Special Event Holiday Ice Council Member Martin questioned the procedure for approval of a temporary liquor license. Moved by Councilmember Martin, supported by Councilmember Lennon to approve the Special Event Permit for the "Holiday Ice Festival & Hot Sauce Social" on Saturday, December 14, 2013, as detailed in Council Action Summary to reflect the consensus of the Special Events Committee, contingent upon the conditions listed in the Summary. AYES: Councilmember Martin, Councilmember Lennon, Councilmember Galloway, and Mayor Coulter. NAYS: None. MOTION CARRIED 9. CALL TO COUNCIL Recreation Director Manchik promoted the upcoming Hilton Road Fall Festival and Seniors Spaghetti Dinner. Fire Chief Sullivan cautioned against the inappropriate use of ovens as storage devices, noting the fire hazard such a practice poses. City Clerk Brown reminded residents who are not currently registered to vote or who have moved and not yet changed their voter registration that Monday, October 7 is the deadline to be registered in Ferndale in order to be eligible to vote in the general election on November 5; and thanked Deputy Clerk McGrath and Special Events Director Lary for coordinating the Boards and Commissions Recognition Reception. http://ferndalearnigra.nicus.com/MinutesViewer.php?view jd---3&clip_id=4128Lanap;d... 12/9/2013 Page 9 of 9 CINO/Acting City Manager Gacioch announced the ground breaking on the court and police department renovations will be held on Wednesday, October 2; and thanked Recreation Director Manchik for her work with the Boys and Girls Club. Council Member Lennon announced resident Bill Deere is donating back- up cameras for the new police SUV's in honor of Dennis Hoeppner. Council Member Galloway assured residents council will be monitoring the situation at the Digital Learning Center. Mayor Coulter reiterated the announcement about the ground breaking ceremony for the court and police renovation project being held Wednesday, October 2, at 5:00 p.m. 10. ADJOURNMENT There being no further business, Mayor Coulter adjourned the meeting at 9:31 p.m. David Coulter, Mayor J. Cherilynn Brown, City Clerk bitp://ferrida1e-migranieus.corn/MinutesViewer.php?view ict---3&clip j(1-412&d... 12/9/2013 CITY OF FARMING TON HILLS CITY CT .F,RK'S OPPICE 31555 W 11 Mile Road, Farmington Hills, MT 48336-1163 (248) 871-2410 R-151-13 RESOLUTION IT IS RESOLVED, that the City Council of the City of Farmington Hills hereby authorizes the City Manager to execute the 2013 Oakland County Brownfield Consortium agreement between Oakland County and the City of Farmington Hills, to secure and use the City's sub-recipient award of $60,000 for Brownfield assessments. Motion by: BRIDGES Support by: OLIVERIO Roll Call Vote: Yeas: Nays: Absent: Abstentions: BATES, BRICKNER, BRIDGES, BRUCE, LERNER, MASSEY AND OLIVERIO NONE NONE NONE MOTION CARRIED 7-0 I, Pamela B. Smith, the duly authorized City Clerk of the City of Farmington Hills, Oakland County, Michigan, do hereby certify that the foregoing is a true copy of a resolution adopted by the City Council of the City of Farmington Hills at the regular City Council meeting held on October 14, 2013. - (iRstt,„ Pamela B. Smith, City Clerk DATE: October 15, 2013 2013 Oakland County Brownfield Consortium Agreement October 14, 2013 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY of FARMINGTON HILLS The 2013 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Farmington Hills, 3155 West Eleven Mile Road, Farmington Hills, Michigan 48336, a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. Prior to the effective date of this Agreement, the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2013 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of Brownfield's, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On August 28, 2013 the EPA and the County entered into a Cooperative Agreement, Number BF-00E01208-0, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2013 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2013 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2013 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E01208-0. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: I. 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 nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, 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. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-00E01208-0 and attached as Exhibit A to this Agreement. 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Municipality means the City of Farmington Hills, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oakland County Brownfield Consortium or Consortium means the coalition for-med by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2013 Brownfield Coalition Assessment Grant. 1.8. Pro lect Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-00E01208-0, between the • County and the EPA 3. COUNTY RESPONSIBILITIES. 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2013 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2013 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2013 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brovvafield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. This Agreement shall end September 30, 2016, unless terminated pursuant to Section 8 of this Agreement or amended pursuant to this Agreement. 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2013 Guidelines for Brownfield Assessment Grants. 7.2. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 73. In. any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non-compliant with this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non-compliance. 7.5. Except as otherwise provided in this Agreement, 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. 7.6. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 8. TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2013 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. 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, and/or any other right, in favor of any other person or entity. 10. DISCREVHNATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons 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, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party 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. 15. 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 fall force. 16. CAPTIONS. The section and subsection numbers, captions, and any index 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 neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. 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 U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan, 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: David Boyer, Assistant City Manger, City Manger's Office, City of Farmington Hills, 31555 West Eleven Mile Road, Farmington Hills, MI 48336. 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Patties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. WITNESSED: Clerk/Register of Deeds County of Oakland Pamela B. Smith, City Clerk City of Farmington Hills DATE: DATE: DATE: /0//1-7/// EXECUTED: Steve Brocke,'City Manager on-Hills WITNESSED: 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 Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: Chairperson Oakland County Board of Commissioners RESOLUTION N0,10-008-43 CITY OF HAZEL PARK RESOLUTION OF THE CITY OF HAZEL PARK CITY COUNCIL ADOPTED ON 10122113 WHEREAS, Oakland Cotinty and Hazel park, along with numerous other municipalities, formed a coalition (hereinafter the "Consortium) to apply for Brownfield Coalition Assessment Grant provided by the federal Environmental Protection Agency; WHEREAS', Oakland County submitted the application on behalf of the Consortium; WHEREAS, :the Consortittm was awarded a sik hundred' thousand dollar W00,000_000): Brownfield Coatition Assessment Grant to be used by-the Cortgortium; WHEREAS; the 2013 Brownfield Assessment Grant GUidelines reqUire that the Consortium Members enter into an interlopat agreement under Michigan's Urban. Cooperation Act delineating the relationship and responsibilities between the County and the City of Hazel Park entitled 2013 Oakland County Brownfield Consortium :Agreement between Oakland County and the City of Hazel Park; WHEREAS, the City of HaZel Perk shall designate the City Planning Directer, Jeff Campbell, to .serve as the Project Manager THEREFORE, BE IT RESOLVED, that the City of Hazel park hereby agrees to enter into the 2013 Oakland County Brownfield Consortium Agreement between Oakland County and the City of Hazel Park, and that Planning Director Jeff Campbell is hereby authorized to serve as the Project Manager for theAgreement. Present: Lloyd, Parisi ; LeCureaux, Keeton, Webb Absent: None MOtiOn by: Webb Supported by: LeCureaux 1, Mary Ann Gieraltowski, the duly elected Clerk of the City of Hazel Park, Oakland County, mr do hereby certify that the above is a true copy of a resolution adopted by the City of Hazel Park City Council at a Meeting held on October 22 2013 at which time a quorum was present. i r • "— I I . `aryAnii Gieralt6W Cityl..Cterk Li 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF HAZEL PARK The 2013 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Hazel Park, 111 E. Nine Mile, Hazel Park MI 48030, a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. Prior to the effective date of this Agreement, the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brow -nfield Coalition Assessment Grant Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2013 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide fimcling for developing inventories of brownfields, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related: to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On October 24, 2013 the EPA and the County entered into a Cooperative Agreement, Number BF-00E01208-0, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2013 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2013 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2013 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BP-00E01208-0. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINTTIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: Page 1 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or rel.ting to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, 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. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-00E01208-0 and attached as Exhibit A to this Agreement. 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5. Day means any calendar day beginning at 12:00 am. and ending at 11:59 p.m. 1.6. Municipality means the City of Hazel Park, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7 . Oakland County Brownfield Consortium or Consortium means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2013 Brownfield Coalition Assessment Grant. 1.8. Project Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed 'below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-00E01208-0, between the County and the EPA 3. COUNTY RESPONSIBILITIES, Page 2 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2013 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2013 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium, 3.8. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2013 Guidelines for Brownfield Assessment Grants, 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individi al shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brovimfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. Page 3 20I3 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. This Agreement shall end September 30, 2016, unless terminated pursuant to Section 8 of this Agreement or amended pursuant to this Agreement. 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2013 Guidelines for Brownfield Assessment Grants. 7.2. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In. any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non-compliant with this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownald Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, 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. 7.6. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 8. TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in. the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2013 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds Page 4 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT FINAL which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion, 9. 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, and/or any other right, in favor of any other person or entity. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons 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, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party 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. 15. 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. 16. CAPTIONS. The section and subsection numbers, captions, and any index 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 neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. 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 Page 5 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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 U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: Jeff Campbell Planning Director City of Hazel Park 111 E. Nine Mile Hazel Park, MI 48030 173. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan, 19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT, This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. Page 6 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL IN WITNESS WHEREOF, Michael J. Gingell, Chairperson, 04klan4 County Board of Commissioners, hereby acknowledges that he has been authorized by 4 resolution of the Oaldand Comity Board of Commissioners, a Certified copy of which is attached, to execute this Agreement on behalf Of the Oakland Connty, and hereby accepts and. binds the Oaldeci County to the terms and. bohditions of this Agreement EXECIJIED: Chairperson Oakland County I3oard of Commissioners WITNESSED; DATE: DA'1'.E; Clerk/Register of-Deeds County of Oakland MADE, PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF HAZEL PARK, OAKLAND COUNIY, MICHIGAN ON THE 7,_2. DAY OF Cz e , 2013. JACK LiZAJ:ilvii - I eee e eee / ereeeee ee.e. C eeet- MARY 1E r) G RA QUVS I, A=-1-4- •1 CITY CLERK Page 7 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL CITY OF HAZEL PARK CITY COUNCIL MEETINO OctObet 2Z 2013 The City. council meeting of the City of Hazel Park was held Tuesday, October 22, 2013 at City Council Chambers, 111 .E, Nine Mile .Rdad, Hazel liark. Mayor Lloyd called the meeting to order at 700 ptTh Present Mayor Lloyd, Mayor Pro Tern Parisi, Councilman LeCureaux, Councilman Keeton, Councilman Webb Absent: A so Present; City Manager Ed Krobucher, City Attorneys Arnold Shiffnati and Jan Drurnm Fire Chief Mark Karschnia, Police Chief Martin earner, Planning Director Jeff Campbell, Management Assistant Shelley O'Brien, City Clerk MaryArin Qieraltowski ADMINISTRATIVE REPORT 1 Approve interlocal Agreement — EPA Assessment Grant CO40-130-13 Motion to Approve Interlocal AgreeMent — EPA Assessment 6tant : and to Appoint Jeff Campbell to serve as Project Manager, Motion by Webb, second by LeCUreaUx to approve Interlocal Agreement — EPA Assessment Grant and to Appoint Jeff Campbell to ;serve as Project Manager. Motion carried. 1, MaryAnn GieraltoWski, City Clerk of the City of Hazel Park, do hereby certify that the foregoing minutes are a true copy of the regular City Council Meeting held On Tuesday, October 22, 21313. 1VikryAii) Gieraltowskr-City clerk City of Madison Heights City Hall Municipal Offices Department of Public Services Fire Department Police Department 300W. Thirteen Mite Road 801 Ajax Drive 31313 Brush Street 280W. Thirteen Mile Road Madison Heights, Ml 48071 Madison Heights, MI 48071 Madison Heights, MI 48071 Madison Heights, MI 48071 www.maciison-heights.org October 18, 2013 The following is an excerpt from the minutes of the Regular Meeting of the Madison Heights City Council of the City of Madison Heights, Oaldand County, Michigan, held on October 14, 2013, at 7:30 p.m. Daylight Savings Time in the Municipal Building in said City. Present: Mayor Swanson and Councilmembers Clark, Geralds, Gettings, Hartwell and Scott. Absent: Mayor Pro Tern Corbett (excused), 290. Oakland County Brownfield Consortium Agreement. Motion by Councilman Hartwell, seconded by Councilman Clark, to approve the 2013 Oakland County Brownfield Consortium Agreement between Oakland County and the City of Madison Heights as presented; and, to authorize the Mayor and the City Clerk to sign the Agreement on behalf of the City. Yeas: Scott, Swanson, Clark, Geralds, Gettings, Hartwell. Nays: None. CER 111-,ICATION: I, Marilyn J. Haley, the duly appointed City Clerk of the City of Madison Heights, County of Oakland, State of Michigan, do hereby certify that the foregoing is a resolution adopted by the Madison Heights City Council at their Regular Meeting held on October 14, 2013. flpooncouncit agendalresolueions120131290 - Go browmicid consortium agr.doc Area Code (248) Assessing 858-0776 Fire Department 583-3605 Nature Center 586-0100 City Clerk 583-0826 43rd District Court 583-1800 Police Department 585-2100 City Manager 583-0829 Housing Commission 583-0843 Purchasing 837-2602 Community Development 583-0831 Human Resources., 583-0828 Recreation 589-2294 Department of Public Services. 589-2294 Library 598-7763 Senior Citizen Center 545-3464 Finance 583-0846 Mayor & City Council 583-0829 Water & Treasurer 583-0845 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF MADISON HEIGHTS The 2013 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Madison Heights, 300 W. 13 Mile, Madison Heights, Ml 48071, a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. Prior to the effective date of this Agreement, the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2013 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfieIds, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On October 2, 2013 the EPA and the County entered into a Cooperative Agreement, Number BF-00E01208-0, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2013 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2013 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2013 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E01208-0. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. 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 nonpossessive, shall be defined, read, and interpreted as follows: Page 1 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, 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. 1.1 Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-00E01208-0 and attached as Exhibit A to this Agreement. 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5. Day means any calendar day beginning at 12:00 am. and ending at 11:59 p.m. 1.6, Municipality means the City Of Madison Heights, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oakland County Brownfield Consortium or Consortium means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2013 Brownfield Coalition Assessment Grant. 1.8. Project Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-00E01208-0, between the County and the EPA 3. COUNTY RESPONSIBILITIES. Page 2 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2013 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2013 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the browntield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4, MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2013 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (I) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES, 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. Page 3 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. This Agreement shall end September 30, 2016, unless terminated pursuant to Section 8 of this Agreement or amended pursuant to this Agreement. 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2013 Guidelines for Brownfield Assessment Grants. 7.2. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non-compliant with this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fmes, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, 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. 7.6. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 8. TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2013 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds Page 4 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. 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, and/or any other right, in favor of any other person or entity. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons 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, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party 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. 15. 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. 16. CAPTIONS. The section and subsection numbers, captions, and any index 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 neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. 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 Page 5 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL ,-)J (§.;Tor - City of Madison Heights DATE: ie-Vai//-3 EXECUTED: 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 U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: Linda J. Williams, Economic Development Coordinator 300 W. 13 Mile, Madison Heights, MI 48071 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW, This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODUICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. 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 Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: Chairperson - Oakland County Board of Commissioners WITNESSED: DATE: ....111/Ritais of Deeds - County of kland WITNESSED: DATE: M City Clerk - City/of/Madison Hei ts Page 6 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Memorandum To: Transition Advisory Board From: Joseph M. Sobota, M.P.A_, City Administrator Date: October 8, 2013 Re: 2013 Oakland County Brownfield Consortium Agreement A few years ago, Oakland County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac formed a coalition to apply for a $600,000 Environmental Protection Agency 2009 Brownfield Coalition Assessment Grant Subsequently, the City of Southfield joined the coalition. If awarded, each of the cities would receive an earmark of $60,000 to perform Phase I and Phase II environmental investigations while the County would have a pool of $240,000 to do the same. The 2013 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds, and the mechanisms for implementing the work to he performed with grant funds. The vehicle under State law for this agreement is authorized under the Urban Cooperation Act of 1967, MCL 124.501 et seq. This Agreement has been reviewed and approved by the City Attorney. This Agreement has been reviewed by the Finance Director who has determined that there will be no direct cost to the City; however, the City will be required to designate a person to attend quarterly meetings of the Consortium, which will have an indirect cost to the City. I am recommending that Mr. Garland Doyle, Deputy Community Development Director and Executive Director of the Pontiac Brownfield Redevelopment Authority be the City's designee, Since this Agreement will have a benefit to the City, I am recommending that the Transition Advisory Board pass the following two resolutions: Resolved, that the Transition AcIvisoly Board, after the review by the City Attorney and Finance Director, and upon the recommendation of the City Administrator, approves the 2013 Oakland County Brownfield Consortium Agreement between Oakland County and the City of Pontiac and authorizes the City Administrator to execute the Agreement. Be it fia.ther resolved that the Transition Advisory Board designates Mr. Garland Doyle to be the contact person for this Agreement 1 CITY OF PONTIAC OFFICE OF THE MAYOR LEON B. JUKOWSKI 47450 Woodward Avenue Pontiac, Michigan 48342 Telephone: (248) 758-3133 Fax: (248) 758-3292 SENT VIA EMAIL & INTEROFFICE MAIL October 7, 2013 Honorable Pontiac City Council Re: 2013 Oakland County Brownfield Consortium Agreement Dear Honorable City Council: Attached to this letter is the 2013 Oakland County Brownfield Consortium Agreement between Oakland County and the City of Pontiac. Several years prior to this 2013 Agreement, the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights and Pontiac formed a coalition to apply for an EPA 2009 Brownfield Coalition Assessment Grant in the amount of $600,000.00. Subsequently, the City of Southfield joined the coalition. The 2013 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds, and the mechanisms for implementing the work to be performed with grant funds. The vehicle under State law for this agreement is authorized under the Urban Cooperation Act of 1967, MCL 124.501 et seq. This Agreement has been reviewed and approved by the City Attorney. This Agreement has been reviewed by the Finance Director who has determined that there will be no direct cost to the City; however, .the City will be required to designate a person to attend quarterly meetings of the Consortium, which will have an indirect cost to the City. If awarded, each of the cities would receive an earmark of $60,000.00 to perform Phase I and Phase II environmental investigations while the County would have a pool of $240,000.00 to do the same. 2013 Oakland County Brownfield Consortium Agreement Page 1 of 2 Sincerely, 71 / I ___,,----L-----' B. Jukowski ayor Since this Agreement will have a benefit to the City, I am recommending that the City Council pass the following two resolutions for submission to the Transition Advisory Board for final approval: Resolved, that the Pontiac City Council, after the review by the City Attorney and Finance Director, and upon the recommendation of the Mayor, approves the 2013 Oakland County Brownfield Consortium Agreement between Oakland County and the City of Pontiac and authorizes the City Administrator to execute the Agreement. Be it further resolved, that the Pontiac City Council designates Mr. Garland Doyle, Deputy Director of Community Development to be the contact person for this Agreement. Enclosure: 2013 Oakland County Brownfield Consortium Agreement Cc: Joseph M. Sobota, City Administrator Garland Doyle, Deputy Director Community Development John Naglick, Finance Director 2013 Oakland County Brownfield Consortium Agreement Page 2 of 2 2013 OAKLAND COUNTY BROVVNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND City of Pontiac The 2013 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Pontiac, a Michigan Municipal Corporation ("Municipality"), 47450 Woodward Ave. Pontiac, MI 48342. In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. Prior to the effective date of this Agreement, the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") formed a coalition to apply for an the Enviromnental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2013 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfields, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was aWarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On August 28, 2013 the EPA and the County entered into a Cooperative Agreement, Number BF-00E01208-0, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2013 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2013 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2013 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E01208-0. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. 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 nonpossessive, shall be defined, read, and interpreted as follows: Page 1 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL IA. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, 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. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-00E01208-0 and attached as Exhibit A to this Agreement. 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5. Day means any calendar day beginning at 12:00 am. and ending at 11:59 p.m. 1.6. Municipality means the City of Pontiac, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oakland County Brownfield Consortium or Consortium means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2013 Brownfield Coalition Assessment Grant. 1.8. Project Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-00E01208-0, between the County and the EPA Page 2 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 3. COUNTY RESPONSIBILITIES. 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2013 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2013 Guidelines for Brownfield Assessment Grants, 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA• may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2013 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5, FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, Page 3 2013 OAKLAND COUNTY BROVVNFIELD CONSORTIUM AGREEMENT — FINAL the 2013 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfeld sites in its geographic area_ 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. This Agreement shall end September 30, 2016, unless terwinated pursuant to Section 8 of this Agreement or amended pursuant to this Agreement. 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2013 Guidelines for Brownfield Assessment Grants. 7,2_ Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non-compliant with this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, 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. 7.6. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 8. TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination arid/or cancellation shall be clearly stated in the notice if this Agreement is terminated Page 4 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL and/or cancelled. Teimination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2013 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. 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, and/or any other right, in favor of any other person or entity. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons 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, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Patty 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. 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. 16. CAPTIONS. The section and subsection numbers, captions, and any index 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 neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. Page 5 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 17. 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 U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: Mayor, City of Pontiac, 47450 Woodward Ave., Pontiac, MI 48342, with a copy to Community Development Director, City of Pontiac, 47450 Woodward Ave., Pontiac, MI 48342. 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. Page 6 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Jose Sbetá,114PA. City, nistrater, City ofYontiac WITNESSEDf IN WITNESS WHEREOF, Michael J. Oingell, Chairperson Oakland County Beiard of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, 4. certified copy of which is attadhed, tO execute, this Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement, EXECUTED: DATE. WITNESSED'. Chairperson Oakland County Board oftommissioners Clerk/Register of Deeds County of. Oakland. DATE: IN WITNESS WHEREOF, JoSeph 4.Sobota„ City Administrator, hereby .acknowledges that he has been authorized by a resolution of the Pontiac City Conncil and the Transition Advisory Board, certified copies of 1;Alch are attached, to execute this Agreement on behalf of the City of Pontiac, and hereby accepts and binds the City of Pontiac to the terms and conditions of this Agreement. EXECUTED 41:rn; , a DATE . .61/?... DALE: ,o,e45 Page 7 2013 OAKLAND COUNTY:BROWNFIELD CONSORTIUM AGREEMENT —FINAL VOSet) i tria-m_) AGENDA REGULAR MEETING OF THE COUNCIL OF THE CITY OF SOUTHFIELD TO BE HELD IN THE COUNCIL CHAMBERS OF THE MUNICIPAL BUILDING, 26000 EVERGREEN ROAD, SOUTHFIELD, MICHIGAN, ON MONDAY, OCTOBER 21,2013 AT 7:00 P.M., LOCAL TIME, PURSUANT TO SECTION 4-3 OF THE CITY CHARTER.. ROLL CALL PLEDGE OF ALLEGIANCE PRESENTATIONS Appreciation of Service of the Retiring Members of the Southfield Veterans Commission_ ksenithro .rn Presentation of Breast Cancer Awareness- RreserAcalo r, ?ye ev-k-cti3/4.-v ton b rry g onq nq rl Re: sellool nikliatae APPOINTMENTS ReileukAL. Appointment to Downtown Development Authority Robert G. Leger Imp 6-0 Appointment to Library Board— Laura Mancini — 6-0 Appointment to Downtown Development Authority — Daniel R. Babb -3111 trw 6_0 MINUTES Committee-of-the-Whole Meeting of August 19, 2013 IF CONSENT AGENDA (Any item on the Consent Agenda will be removed for discussion upon the request of a Council Member, the Mayor, or a member of the public.) CA-A Southfield Police Department/United States Department of Justice 2013 Edward Byrne Memorial Justice Assistance Grant Award for $31,143 Action Requested: Accept the 2013 Edward Byrne Memorial Justice Assistance Grant in the amount of $31,143 for the purchase of a Mobile Surveillance System from Venture Tee LLC of Chantilly, Virginia; and authorize the Mayor and City Clerk to sign the required documents to secure the above referenced grant and to procure the Mobile Surveillance System for the Police Department CA-B 2013 Emergency Management Performance Grant (EMPG) Renewal Action Requested: Authorize the Mayor, City Administrator, City Clerk and Emergency Management Director to sign the FY 2013 Emergency ,ow Management Performance Grant Agreement ow I um (9 -0 REGULAR MEETING 3 OCTOBER 21, 2013 CONSENT AGENDA (cont'd) CA-H Proposed Amendment to Planning Department Fee Schedule Action Requested: Approve a fee of $250.00 to be charged for minor modifications to site plans such as dtunpster enclosures, generators, minor revisions to parking striping and bather-free ramps, pursuant to Section 5.44, Fees, of the Zoning Chapter, which provides that Council may prescribe and amend by resolution a reasonable schedule of fees to be charged to petitioners for amendments to said Chapter and for the review of site plans in accordance with the provisions of said Chapter CONSENT AGENDA ItEMS FOR DISCUSSION PUBLIC BEARINGS A. ZR:1318 Rezoning Request of Gaul Karp, Rushmore Group LLC, on behalf of the owner, ZVI 135 Civic Plaza Associates, LLC, to utilize the ODD, Overlay Development District .1 provisions with underlying RC, Regional Center. The property is located at 20300 Civic orainc CL Center Drive, on the northwest corner of Civic, Center Drive and Central Park Boulevard, iblb -6- Sidwell Parcel #2422-276-017, approximately 521 Acres, City of Southfield, Oakland County, State of Michigan — POSTPONED FROM SEPTE BER. 23, 2013 '" ":19'D ()DUCE ORDINANCE MaTic'n'T° CaLL vare 3-3 f OAP AfffkNe— INCGMOST.goit - 6-0 - Rfigovt V0Te.. TIC B. ZR:1319 Rezoning request of A.F. _Tonna Development to rezone 4.74 acres of R-2, Single Family Residential property to 13-2, Planned Business, 0.11 acre of P, Vehicular Parking to RMIVI, Multiple Family (Medium Rise), and 4.6 acres of R-2 Single Family Residential property to RMM, Multiple Family Residential (Medium Rise) property located at 18290 W Twelve Mile Rd at the northwest corner of Twelve Mile and Southfield Roads, Sidwell Parcel #2411-479-065, Section 11, City of Southfield, Oakland County, State of Michigan — POSTPONED FROM SEPIEJVMER 21 _2013 INTRODUCE ORDINANCE IN P13.5 P R01/41 Q., ItBOve, tIcevr ii Fott eat - oas rilF ISM -Tii-ktcoaktk Orokinance.. to c. GP:1260 Special Use Request of AJ. Jonna Development to construct a new freestanding restaurant, on property located at 18290 W Twelve Mile Rd at the northwest corner of Twelve Mile and Southfield Roads, Sidwell Parcel #2411-479-065, Section 11, City of Southfield, Oakland County, State of Michigan — POSTPONED FROM SEPTEMBER 23,2013 VIZ'V 5-0 ccw k4e.A-4 mee.-rtnG-, ak 11:4 0 Pin REGULAR MEETING 5 OCTOBER 21, 2013 --ra-vt-VTordtct,VAt, Wea4k Care PitA -. Qotcerk.‘ 0C co,rArAtcs \KA-Qrs Leo,Gue.. ok- Opyi-ex‘ ectindktact,-Ves WILL 13 -1z... \f\c\c,rs v3tzio\ne5aaA o* 4Q Sou-1-11f-teg Pa lo6 1,6:/co,rA 1 1,00 2. MAYOR A. Expense Report of Brenda Lawrence for expenses incurred while attending the U.S. Conference of Mayors 2013 Summer Meeting, Las Vegas, Nevada, June 21-24, 2013 ,3 -0 mforok.ct61 Weal-HA cam- ftc.T. On Weok tJo. 1C5iANINc-16d• ?A‘kr,., ‘--‘‘,0;tri) gefS. WILL trt- Pre_seth- -kr \OA? siGr‘ Xes1cke..4s, tAt.0v-.04.tc3s S Nnosklilo co4 ikek- ?rsr0,v4. yv, car lAotatrN:S 0.2.1,,loor\qcook ?lc nt.,,s 4-his mettr. -- wed Were- krwiTc.c.A k-k-okkow IA- 15 (;`-. e ettxriCAA €14.6 LYN SOIA-0"5-ieADA, 3. ADMINISTRATION 4. ATTORNEY 5. CLERK, TREASURER,PLANNER, ASSESSOR, ENGINEER ikerew-wifl.e.?-. -To lokf., RN, SOTEDULE 7. ORDINANCES A. _ENACT Ordinance No. 1615 — Amendments to Emergency Management and Homeland Security Definitions 1111 6-0 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF SOUTHFIELD The 2013 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Southfield, a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. Prior to the effective date of this Agreement, the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2013 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfields, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On October 7, 2013 the EPA and the County entered into a Cooperative Agreement, Number BF-00E01208-0, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2013 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2013 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2013 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E01208-0. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. 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 nonpossessive, shall be defined, read, and interpreted as follows: Page 1 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Li. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, 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. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-00E01208-0 and attached as Exhibit A to this Agreement 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1_5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Municipality means the City of Southfield, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oakland County Brownfield Consortium or Consortium means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2013 Brownfield Coalition Assessment Grant. 1,8. Project Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT VOMITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-00E01208-0, between the County and the EPA 3. COUNTY RESPONSIBILITIES. Page 2 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREE1V1ENT — FINAL 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2013 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2013 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the brovvnfteld sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES, 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2013 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. Page 3 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. This Agreement shall end September 30, 2016, unless terminated pursuant to Section 8 of this Agreement or amended pursuant to this Agreement. 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2013 Guidelines for Brownfield Assessment Grants. 7_2. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non-compliant with this Agreement, the Cooperative Agreement, the 2013 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, 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. 7.6. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 8. TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2013 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds Page 4 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. 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, and/or any other right, in favor of any other person or entity. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons or entities with respect to hire, tenure, tent's, 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, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER, Absent a written waiver, no act, failure, or delay by a Party 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. 15. SEVERA13HITY. 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. 16. CAPTIONS. The section and subsection numbers, captions, and any index 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 neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. 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 Page 5 2013 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Clerk/Register of Deeds Courity of Oakland EXECUTED: NancY. L.M. Asinks, Cify Cleric, City of Southfield following Arst occur: (1) the date of actual reeeipt (2) the next business, day when notice is sent express delivery Service or personal delivery ; or (3) three days After mailing first class or certi fied naail. 17,1, If Notice is sent to the County, it Shall be addreSsed and sent to: Oaldand County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, -with a copy to Oakland County Economic Development and Community Affairs„ Attention; Environmental Program Coordinator, 2100 Pontiac )Lake Road, Waterford, Michigan , 48328_ 11.2. If Notice is sent to the Munthipality, it shall be addressed to: Business Development Department, City of Southfield, 26000 EVergreen Road, 591,1thfi .eld. 48076 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change.. 18, GOVERNING LAW. This Agreement shall be governed, inte preted, and enforced by the aws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS: Any modifications, amendments, rescissions, waivers, or releases to this Agreement mast be in writing and exeeuted by both Parties, 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement Supersedes all other oral or mitten agreements between the Parties:: The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party, IN WITNESS WHEREOF, Michael 1 Gingen, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commi,ssioners, a certified copy of which is attached, to execute this Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement, EXECUTED: WITNES SED: EXECUl ED: Chairperson Oakland County Board of Commissioners DA I h.; DATE: 13,4,1E: )0,-A4 003 DAIE: \O 4145 Page 6 2013 OAKLAND COUNTYI3ROWNFIELD CONSORTIUM AGREEMENT — FINAL on sr , .3 U. S. ENVIRONMENTAL PRO I ECTION AGENCY ASSISTANCE AGREEMENT NOTICE 0 .z. .:, . ,- '.44 PRO-K•C' RECIPIENT NAME AND ADDRESS: Brad Hansen Oakland County Michigan 2100 Pontiac Lake, 41 West Waterford, MT. 48328 Assistance #: BF 00E01208 - Notice of Award/Assistance Agreement Assistance Amendment Increase _ Decrease Time Administrative Changes Enclosed is a copy of an Assistance Agreement from the U.S. Environmental Protection Agency. Recipient's signature is not required on this agreement. The recipient demonstrates its commitment to carry out this award by either: 1) drawing down funds within 21 days after the EPA award or amendment mailing date; or 2) not filing a notice of disagreement with the award terms and conditions within 21 days after the EPA award or amendment mailing date. Tithe recipient disagrees with the terms and conditions specified in this award, the authorized representative of the recipient must furnish a notice of disagreement to the EPA Award Official within 21 days after the EPA award or amendment mailing date. In case of disagreement, and until the disagreement is resolved, the recipient should not draw down on the funds provided by this award/amendment, and any costs incurred by the recipient are at its own risk Please reference the EPA Assistance Number on all future correspondence regarding this Assistance Agreement. If you have any questions, you may contact the Project Officer (programmatic concerns) or the Grant Specialist (administrative concerns), as identified on page one of the Assistance Agreement. U.S. Environmental Protection Agency Region 5 Assistance Section . ' BF-00E01205-Q Pagel i irk .G NOW 1g es A i t u.s. ENVIRONMENTAL PROTECTION AGENCY Cooperative Agreement GRANT NUMBER (FAIN): 00E01208 MODIFICATION NUMBER: 0 PROGRAM CODE: BF DATE OF AWARD 06/28/2013 TYPE OF ACTION New MAILING DATE 0910412013 PAYMENT METHOD: ASAP ACH# 50272 RECIPIENT TYPE: County Send Payment Request to; Las Vegas Finance Center RECIPIENT: PAYEE: Oakland County Michigan 2100 Pontiac Lake, 41 West Waterford, MI 45328-2762 EN: 38-6004876 Oakland County Michigan 2100 Pontiac Lake, 41 West Waterford, MI 48328-2762 PROJECT MANAGER EPA PROJECT OFFICER EPA GRANT SPECIALIST Brad Hansen 2100 Pontiac Lake, 41 West Waterford, MI 48328-2762 E-Mail: hansenb©oakgov.com Phone: 248-858-8073 Matthew Didier 77 West Jackson Blvd., SE-7J Chicago, IL 60604-3507 E-Mail: DidierMatthew@epa.gov Phone: 312-353-2112 Krista Galvin Assistance Section, MC-10J E-Mail: Galvin.Kristagepa.gov Phone: 312-353-4872 PROJECT TITLE AND DESCRIPTION Brownfield Assessment Grant for Oakland County Oakland County, Michigan, will be performing brownfield environmental assessments at sites contaminated with hazardous substances and/or petroleum. BUDGET PERIOD 10101/2013 - 09/3012016 PROJECT PERIOD 10/01/2013 - 09/3012016 TOTAL BUDGET PERIOD COST $600,000.00 TOTAL PROJECT PERIOD COST $600,000.00 . NOTICE OF AWARD Based on your Application dated 07/11/2013 including all modifications and amendments, the United States acting by and through the US Environmental Protection Agency (EPA) hereby awards $600,000. EPA agrees to cost-share 100.00% of all approved budget period costs incurred, up to and not exceeding total federal funding of $600,000. Reciprenrs signature is not required on this agreement. The recipient demonstrates its commitment to carry out this award by either 1) drawing down funds within 21 days after the EPA award or amendment mailing date; or 2) not filing a notice of disagreement with the award terms and conditions within 21 days after the EPA award or amendment mailing date, lithe recipient disagrees with the terms and conditions specified in this award, the authorized representative of the recipient must furnish a notice of disagreement to the EPA Award Official within 21 days after the EPA award or amendment mailing date. In case of disagreement, and until the disagreement is resolved, the recipient should not draw down on the funds provided by this award/amendment, and any costs incurred by the recipient are at its own risk. This agreement is subject to applicable EPA statutory provisions. The applicable regulatory provisions are 40 CFR Chapter 1, Subchapter B, and all terms and conditions of this agreement and any attachments. ISSUING OFFICE (GRANTS MANAGEMENT OFFICE) AWARD APPROVAL OFFICE ORGANIZATION /ADDRESS ORGANIZATION /ADDRESS U.S. EPA Region 5 Mail Code MCG10J 77 West Jackson Blvd. Chicago, IL 60604-3507 U.S. EPA, Region 5 Superfund Division 77 West Jackson Blvd., S-6J Chicago, IL 60609-3507 THE UNITED STATES OF AMERICA BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY '- Digital signature applied by EPA Award Official Kenneth Tindall - Acting Associate Director Resources Management DATE 08/28/2013 EPA Funding Information BF 00E01208 - 0 Page 2 FUNDS FORMER AWARD THIS ACTION AMENDED TOTAL Action __ERAAmount_T.his $ $S00,000 $-6007000 EPA In-Kind Amount $ $ Unexpended Prior Year Balance $ $ $ 0 Other Federal Funds $ $ - Recipient Contribution $ $ State Contribution $ $ Local Contribution $ $ Other Contribution $ $ $ 0 - Allowable Project Cost $ 0 $ 600,000 $ 600,000 Assistance Program (CEPA) Statutory Authority Regulatory Authority 66.818 - Brownfields Assessment and Cleanup -Cooperative Agreements _ - CERCLA: Sec. 101(39) CERCLA Sec. 104(k)(2) • 40 CFR PART 31 Fiscal Site Name Reg No FY Approp,. Code Budget Organization PRC Object Class Site/Project , Cost Organization Obligation! Deobligation OAKLAND OAKLAND 1305SIX028 1305STX028 '13 13 , E4 E4 05F3AG71 05F3AG7 3011)79 301D79KBP 4114 41142 G5EYNYOD G5EYORD0 - - 500,000 100,000 600,000 Budget Summary Page BF - 00E01208 - 0 Page 3 Table A - Object Class Category (Non-construction) Total Approved Allowable Budget Period Cost 1. Personnel $0 2. Fringe Benefits $0 3. Travel $3,000 4. Equipment $0 5. Supplies . $0 6. Contractual $507,000 7. Construction $0 8. Other $0 9. Total Direct Charges $600,000 10. Indirect Costs: % Base so 11. Total (Share: Recipient 0.00% Federal 100.00 %.) $600,000 12. Total Approved Assistance Amount $600,000 13. Program Income $0 14. Total EPA Amount Awarded This Action $600,000 15. Total EPA Amount Awarded To Date $600,000 BF-00E01208-0 Page 4 Administrative Conditions 1. CENTRAL CONTRACTOR REGISTRATION AND UNIVERSAL IDENTIFIED REQUIREMENTS A. Requirement for Central Contractor Registration (CCR). Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the CCR until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. B. Requirement for Data Universal Numbering System (DUNS) numbers. If you are authorized to make subawards under this award, you: 1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its DUNS number to you. 2. May not make a subaward to an entity unless the entity has provided its DUNS number to you. C. Definitions. For purposes of this award term: 1. Central Contractor Registration (CCR) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the CCR Internet site (currently at http://wwvir.ccroov ). 2. Data Universal Numbering System (DUNS) number means the nine-digit number established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business entities. A DUNS number may be obtained from D&B by telephone (currently 866-705-5711) or the Internet (currently at htto://fedgov.dnb.comAivebform). 3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR part 26, subpart C: a. A Governmental organization, which is a State, local government, or Indian tribe; b. A foreign public entity; c. A domestic or foreign nonprofit organization; d. A domestic or foreign for-profit organization; and e. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 4. Subaward: a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient b. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. —.210 of the attachment to OMB Circular A-133, °Audits of States, Local Governments, and Non-Profit Organizations"). c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract, 5. Su brecipient means an entity that a. Receives a subaward from you under this award; and b. Is accountable to you for the use of the Federal funds provided by the subaward. htto://edocket.access.opo.eov/2006/edf/06-2691.pdf. In accepting this assistance agreement, the recipient acknowledges it has an affirmative obligation to implement effective Title VI compliance programs and ensure that its actions do not involve discriminatory treatment and do not have discriminatory effects even when facially neutral The recipient must be prepared to demonstrate to EPA that such compliance programs exist and are being implemented or to otherwise demonstrate how it is meeting its Title VI obligations. 3. CONSULTANT CAP Payment to consultants. EPA participation in the salary rate (excluding overhead) paid to individual consultants retained by recipients or by a recipient's contractors or subcontractors shall be limited to the maximum daily rate for a Levet IV of the Executive Schedule (formerly GS-18), to be adjusted annually. This limit applies to consultation services of designated individuals with specialized skills who are paid at a daily or hourly rate. As of January 1, 2013, the limit is $596.00 per day and $74.50 per hour. This rate does not include transportation and subsistence costs for travel performed (the recipient will pay these in accordance with their normal travel reimbursement practices). Subagreements with firms for services which are awarded using the procurement requirements in 40 CFR 30 or 31, as applicable, are not affected by this limitation unless the terms of the contract provide the recipient with responsibility for the selection, direction, and control of the individuals who will be providing services under the contract at an hourly or daily rate of compensation. See 40 CFR 31.36(j) or 30.27(b). 4. COPYRIGHTED MATERIAL In accordance with 40 CFR 31.34 for State, local and Indian Tribal governments or 40 CFR 30.36 for other recipients, EPA has the right to reproduce, publish, use, and authorize others to use copyrighted works or other data developed under this assistance agreement for Federal purposes. Examples of a Federal purpose include but are not limited to: (1) Use by EPA and other Federal employees for official Government purposes; (2) Use by Federal contractors performing specific tasks for the Government (3) Publication in EPA documents provided the document does not disclose trade secrets (e.g. software codes) and the work is properly attributed to the recipient through citation or otherwise; (4) Reproduction of documents for inclusion in Federal depositories; (5) Use by State, tribal and local governments that Garry out delegated Federal environmental programs as "co-regulators" or act as official partners with EPA to carry out a national environmental program within their jurisdiction and; (6) Limited use by other grantees to carry out Federal grants provided the use is consistent with the terms of EPA's authorization to the other grantee to use the copyrighted works or other data. Under Item 6, the grantee acknowledges that EPA may authorize another grantee(s) to use the copyrighted works or other data developed under this grant as a result of a the selection of another grantee by EPA to perform a project that will involve the use of the copyrighted works or other data or b. termination or expiration of this agreement. In addition, EPA may authorize another grantee to use copyrighted works or other data developed with Agency funds provided under this grant to perform another grant when such use promotes efficient and effective use of Federal grant funds. 5. DBE PART 31 - ACCEPTING GOALS - PROJECT GRANTS UTILIZATION OF SMALL, MINORITY AND WOMEN'S BUSINESS ENTERPRISES GENERAL COMPLIANCE, 40 CFR, Part 33 The recipient agrees to comply with the requirements of EPA's Program for Utilization of Small, dividing total requirements when economically feasible into smaller tasks or quantities to permit maximum participation by DBEs in the competitive process. (d) Encourage contracting with a consortium of DBEs when a contract is too large for one of these firms to handle individually. (e) Use the services and assistance of the SBA and the Minority Business Development Agency of the Department of Commerce. (f) If the prime contractor awards subcontracts, require the prime contractor to take the steps in paragraphs (a) through (e) of this section. MBEIWBE REPORTING, 40 CFR, Part 33, Sections 33.502 and 33,503 The recipient agrees to complete and submit EPA Form 5700-52A, "MBE/WBE Utilization Under Federal Grants, Cooperative Agreements and Interagency Agreements" beginning with the Federal fiscal year reporting period the recipient receives the award, and continuing until the project is completed. Only procurements with certified MBEIWBEs are counted toward a recipient's MBE/WBE accomplishments. The reports must be submitted semiannually for the periods ending March 31 September 30th for. Recipients of financial assistance agreements that capitalize revolving loan programs (CWSRF, DWSRF, Brownfields); and All other recipients not identified as annual reporters (40 CFR Part 30 and 40 CFR Part 35, Subpart A and Subpart B recipients are annual reporters). The reports are due within 30 days of the end of the semiannual reporting periods (April 30 lb and October 30th). Reports should be sent to Adrianne M. Callahan, Region 5 MBE/WBE Coordinator USEPA, Acquisition and Assistance Branch 77 West Jackson Boulevard (MC-10J) Chicago, IL 60604 Final MBE/WBE reports must be submitted within 90 days after the project period of the grant ends. Your grant cannot be officially closed without all MBE/i/VBE reports. EPA Form 5700-62A may be obtained from the EPA Office of Small Business Program's Home Page on the Internet at www.epagov/osbp CONTRACT ADMINISTRATION PROVISIONS, 40 CFR, Section 33.302 The recipient agrees to comply with the contract administration provisions of 40 CFR, Section 33.302. BIDDERS LIST, 40 CFR, Section 33.501(b) and (c) Recipients of a Continuing Environmental Program Grant or other annual reporting grant, agree to create and maintain a bidders list Recipients of an EPA financial assistance agreement to capitalize a revolving loan fund also agree to require entities receiving identified loans to create and maintain a bidders list if the recipient of the loan is subject to, or chooses to follow, competitive bidding requirements. Please see 40 CFR, Section 33.501 (b) and (c) for specific requirements and exemptions. 6, DRUG-FREE WORKPLACE CERTIFICATION FOR ALL EPA RECIPIENTS The recipient organization of this EPA assistance agreement must make an ongoing, good faith effort to identified in guidelines developed by EPA. These guidelines are listed in 40 CFR 247. 12. REIMBURSEMENT LIMITATION EPA's financial obligations to the recipient are limited by the amount of federal funding awarded to date as shown on line 15 in its EPA approved budget If the recipient incurs costs in anticipation of receiving additional funds from EPA, it does so at its own risk. 11 SINGLE AUDIT ANNUAL REPORTING REQUIREMENT In accordance with OMB Circular A-133, which implements the Single Audit Act, the recipient hereby agrees to obtain a single audit from an independent auditor, if it expends $500,000 or more in total Federal funds in any fiscal year. Within nine months after the end of a recipients fiscal year or 30 days after receiving the report from the auditor, the recipient shall submit the SF-SAC and a Single Audit Report Package. The recipient MUST submit the SF-SAC and a Single Audit Report Package r using the Federal Audit Clearinghouse's Internet Data Entry System. For complete information on how to accomplish the single audit submissions, you will need to visit the Federal Audit Clearinghouse Web site: http://harvester. census.00v/fac/ 14. SUBAWARD REPORTING a. The recipient agrees to: (1) Establish all subaward agreements in writing; (2) Maintain primary responsibility for ensuring successful completion of the EPA-approved project (this responsibility cannot be delegated or transferred to a subrecipient); (3) Ensure that any subawards comply with the standards in Section 210(a)-(d) of OMB Circular A-133 and are not used to acquire commercial goods or services for the recipient Ensure that any subawards are awarded to eligible subrecipients and that proposed subaward costs are necessary, reasonable, and allocable; Ensure that any subawards to 501(c)(4) organizations do not involve lobbying activities; Monitor the performance of their recipients and ensure that they comply with all applicable regulations, statutes, and terms and conditions which flow down in the subaward; Obtain EPA's consent before making a subaward to a foreign or international organization, or a subaward to be performed in a foreign country; and Obtain approval from EPA for any new subaward work that is not outlined in the approved work plan in accordance with 40 CFR Parts 30.25 and 31.30, as applicable. b. Any questions about subrecipient eligibility or other issues pertaining to subawards should be addressed to the recipients EPA Project Officer. Additional information regarding subawards may be found at http://www.epa.qov/oqd/guide/subaward-policy-part-2.pdf . Guidance for distinguishing between vendor and subrecipient relationships and ensuring compliance with Section 210(a)-(d) of OMB Circular A-133 can be found at htto://www.eoa.ciov/ogd/quide/subawards-appendix-b.pdf and http://www.whitehouse.dov/omb/circulars/a133/a133.html, c. The recipient is responsible for selecting its subrecipients and, if applicable, for conducting subaward competitions. 15. SUBAWARDS AND EXECUTIVE COMPENSATION a. Reporting of first-tier subawards. 1. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e of this award term). 2. Where and when to report L You must report each obligating action described in paragraph a.t of this award term to ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (Le., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d. Exemptions It in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. subawarcfs, and ii. the total compensation of the five most highly compensated executives of any subrecipient e. Definitions. For purposes of this award term: 1. Entity means all of the following, as defined in 2 CFR part 26: I. A Governmental organization, which is a State, local government, or Indian tribe; A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for-profit organization; V. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward: This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient H. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec_ —.210 of the attachment to OMB Circular A-133, 'Audits of States, Local Governments, and Non-Profit Organizations"). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subreciplent's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus . ii. Awards of stock, stock options, and stock appreciation rights . Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. 16. SUSPENSION & DEBARMENT: 2 CFR PART 1532 award. 3. You must include the requirements of paragraph al of this award term in any subaward you make to a private entity. d. Definitions _ For purposes of this award term: 1. "Employee" means either i. An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or ii. Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. 2. "Forced labor" means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. 3. "Private entity": i. Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. ii. Includes: (A) A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). (B) A for-profit organization: 4. "Severe forms of trafficking in persons," "commercial sex act," and "coercion" have the meanings given at section 103 ofthe TVPA, as amended (22 U.S.C. 7102). 18. UNLIQUIDATED OBLIGATIONS - INTERIM FFR - PART 31 RECIPIENTS Submission of interim Federal Financial Reports Pursuant to 40 CFR 31.41(b) and 31.50(b), EPA recipients shall submit an annual Federal Financial Report (SF-425) to EPA no later than 90 calendar days following the end of the reporting quarter. The following reporting period end dates shall be used for interim reports: 9/30. At the end of the project, the recipient must submit a final Federal Financial Report to EPA no later than 90 calendar days after the end of the project period. The form is available on the internet at http://www.epa.gov/financial/ All FFRs must be submitted to the Las Vegas Finance Center or by Fax to: 702-798-2423; or via email at LVFC-Grantsaepa.gov . USEPA LVFC 4220 S. Maryland Pkwy Bldg C, Ste 503 Las Vegas, NV 89119 The LVFC will make adjustments, as necessary, to obligated funds after reviewing and accepting a final Federal Financial Report Recipients will be notified and instructed by EPA if they must complete any additional forms for the closeout of the assistance agreement EPA may take enforcement actions in accordance with 40 CFR 31.43 if the recipient does not comply with this term and condition. development or enable the creation of, preservation of, or addition to parks, greenways, undeveloped property, other recreational property, or other property used for nonprofit purposes. The CAR must not incur costs for assessing sites requiring a property-specific funding determination by EPA until the EPA Project Officer has advised the CAR that the Agency has determined that the property is eligible. 2. a For any petroleum contaminated brownfield site that is not included in the CAR's EPA approved work plan, the CAR shall provide sufficient documentation to the EPA prior to incurring costs under this cooperative agreement which includes (see the latest version of EPA's Proposal Guidelines for Brownfields Assessment Grants dated September 2012 for discussion of this element) documenting that (1) a State has determined that the petroleum site is of relatively low risk, as compared to other petroleum-only sites in the State, (2) the State determines there is no viable responsible party' for the site; (3) the State determines that the person assessing or investigating the site is a person who is not potentially liable for cleaning up the site; and (4) the site is not subject to any. order issued under section 9003(h). of the Solid Waste Disposal Act. This documentation must be prepared by the CAR or the State following contact and discussion with the appropriate petroleum program official. b. Documentation must include (1) the identity of the State program official contacted, (2) the State official's telephone number, (3) the date of the contact, and (4) a summary of the discussion relating to the state's determination that the site is of relatively low risk, that there is no viable responsible party and that the person assessing or investigating the site is not potentially liable for cleaning up the site. Other documentation provided by a State to the recipient relevant to any of the determinations by the State must also be provided to the EPA Project Officer. c. If the State chooses not to make the determinations described in 2.a. above, the CAR must contact the EPA Project Officer and provide the information necessary for EPA to make the requisite determinations. d. EPA will make all determinations on the eligibility of petroleum-contaminated brownfields sites located on tribal lands (i.e., reservation lands or lands otherwise in Indian country, as defined at 18 U.S.C. 1151). Before incurring costs for these sites, the CAR must contact the EPA Project Officer and provide the information necessary for EPA to make the determinations described in 2.a. above. II. GENERAL COOPERATIVE AGREEMENT ADMINISTRATIVE REQUIREMENTS A. Term of the Agreement 1. The term of this agreement is three years from the date of award, unless otherwise extended by EPA at the CAR's request 2. If after 18 months from the date of award, EPA determines that the CAR has not made sufficient progress in implementing its cooperative agreement, the recipient must implement a corrective action plan approved by the EPA PO or EPA may terminate this agreement for material non-compliance with its terms. For purposes of assessment grants, the recipient demonstrates 'sufficient progress' when 35% of funds have been drawn down and obligated to eligible activities. Examples or sufficient progress" include procuring an environmental consultant and having contracted for at least one Phase I report having EPA approval of a QAPP, if environmental 3. Subgrants are defined at 40 CFR 31.36. The CAR may not subgrant to for-profit organizations. The CAR must obtain commercial services and products necessary to carry out this agreement under competitive procurement procedures as described in 40 CFR 31.36. In addition, EPA policy encourages awarding subgrants competitively and the CAR must consider awarding subgrants through competition. 4. The CAR is responsible for assuring that EPA's Brownfields Assessment Grant funding received under this grant, or in combination with any other previously awarded Brownfields Assessment grant does not exceed the $200,000 assessment grant funding limitation for an individual brownfield site. Waiver of this funding limit for a brownfiefds site must be approved by EPA prior to the expenditure of funding exceeding $200,000. In no case may EPA funding exceed $350,000 on a site receiving a waiver. 5. CARs expending funding from a community-wide assessment grant on a particular site must include such funding amount in any total funding expended on the site. D. Quarterly Progress Reports 1. The CAR must submit progress reports on a quarterly basis to the EPA Project Officer. Quarterly progress reports must include: a. Summary of approved activities performed during the reporting quarter, summary of the performance outputs/outcomes achieved during the reporting quarter, a description of problems encountered during the reporting quarter that may affect the project schedule and a discussion of meeting the performance outputs/outcomes. b. An update on project schedules and milestones. c. A list of the properties where assessment activities were performed and/or completed during the reporting quarter_ d. A budget recap summary table with the following information: current approved project budget; costs incurred during the reporting .quarter, costs incurred to date (cumulative expenditures); and total remaining funds. 2. The CAR must maintain records that will enable it to report to EPA on the amount of funds expended on specific properties under this cooperative agreement 3. In accordance with 40 CFR 31.40(d), the CAR agrees to inform EPA as soon as problems, delays, or adverse conditions become known which will materially impair the ability to meet the outputs/outcomes specified in the approved work plan. E. Property Profile Submission 1. The CAR must report on progress, including final accomplishments (i.e., assessment completed, cleanup required, contaminants, Institution Controls, Engineering Controls) by completing and submitting relevant portions of the Property Profile Form using the Brownfields Program on-line reporting system, known as Assessment, Cleanup and Redevelopment Exchange System (ACRES). The CAR must enter the data in ACRES as soon as the interim action or final accomplishment has occurred, or within 30 days after the end of each reporting quarter. EPA will provide the CAR with training prior to obtaining access to ACRES. The training is required to obtain access to ACRES. The CAR must utilize the ACRES system unless approval is obtained from the regional Project Officer to utilize the Property Profile Form. F. Final Report 1. The CAR must submit a final report at the end of the period of performance in order to finalize the closeout of the grant This final report must capture the site names, what work was done at each site and how much was spent at each site. It should also provide information that . documents the outreach efforts done by the CAR and other activities that help explain how and h. Unallowable costs (e.g., lobbying and fund raising) under applicable OMB Circulars. 2. Under CERCLA § 104(k)(4)(B), administrative costs are prohibited costs under this agreement. Prohibited administrative costs include all indirect costs under applicable OMB Circulars. a Ineligible administrative costs include costs incurred in the form of salaries, benefits, contractual costs, supplies, and data processing charges, incurred to comply with most provisions of the Uniform Administrative Requirements for Grants contained in 40 CFR Part 31. Direct costs for grant administration, with the exception of costs specifically identified as eligible programmatic costs, are ineligible even if the grant recipient is • required to catty out the activity under the grant agreement b. Ineligible grant administration costs include direct costs for. (1) Preparation of applications for brownfields grants; (2) Record retention required under 40 CFR 31.42; (3) Record-keeping associated with supplies and equipment purchases required under 40 CFR 31.32 and 31.33; (4) Preparing revisions and, changes in the budgets, scopes of work, program plans and other activities required under 40 CFR 31.30; (5) Maintaining and operating financial management systems required under 40 CFR 31; (6) Preparing payment requests and handling payments under 40 CFR 31.21; (7) Non-federal audits required under 40 CFR 31.26 and OMB Circular A-133; and (8) Close out under 40 CFR 31.50_ 3. Cooperative agreement funds may not be used for any of the following properties: a. Facilities listed, or proposed for listing, on the National Priorities List (NPL); b. Facilities subject to unilateral administrative orders, court orders, administrative orders on consent or judicial consent decree issued to or entered by parties under CERCLA; c. Facilities that are subject to the jurisdiction, custody or control of the United States government except for land held in trust by the United States government for an Indian tribe; or d. A site excluded from the definition of a broWnfields site for which EPA has not made a property-specific funding detemiination. 4. The CAR must not include management fees or similar charges in excess of the direct costs or at the rate provided for by the terms of the agreement negotiated with the EPA. The term "management fees or similar charges" refers to expenses added to the direct costs in order to accumulate and reserve funds for ongoing business expenses, unforeseen liabilities, or for other similar costs that are not allowable under EPA assistance agreements. Management fees or similar charges may not be used to improve or expand the project funded under this agreement, except to the extent authorized as a direct cost of carrying out the scope of work. C. Interest -Bearing Accounts and Program Income (NOTE: This term is typically not applicable to Assessment Grants.) Phase I Environmental Site Assessment Process," or EPA's All Appropriate Inquiries Final Rule "All Appropriate Inquiries Rule: Reporting Requirements and Suggestions on Report Content", (Publication Number EPA 560-F-06-244). This does not preclude the use of grant funds for additional site characterization and assessment activities that may be necessary to characterize the environmental impacts at the site or to comply with applicable State standards. 2. All Appropriate Inquiries (AAI) final reports produced with funding from this agreement must comply with 40 C.F.R. Part 312 and must, at a minimum, include the information below. All AAI reports submitted to EPA Project Officers as deliverables under this agreement must be accompanied by a completed "Reporfing Requirements Checklist" that EPA's Project Officer will provide to the recipient. The checklist also is available to grantees on the EPA website at www. epa.gov/b rownfields. a. An opinion as to whether the inquiry has identified conditions indicative of releases or threatened releases of hazardous substances, and as applicable, pollutants and contaminants, petroleum or petroleum products, or controlled substances, on, at, in, or to the subject property. b. An identification of "significant" data gaps (as defined in 40 C.F.R. 312.10), if any, in the information collected for the inquiry. Significant data gaps include missing or unattainable information that affects the ability of the environmental professional to identify conditions indicative of releases or threatened releases of hazardous substances, and as applicable, pollutants and contaminants, petroleum or petroleum products, or controlled substances, on, at, in, or to the subject property. The documentation of significant data gaps must include information regarding the significance of these data gaps. c. Qualifications and signature of the environmental professional(s). The environmental professional must place the following statements in the document and sign the document: • 71, Wel declare that, to the best of [my, our] professional knowledge and belief, 11, wej meet the definition of Environmental Professional as defined in §312.10 of this part." - "[I, Wel have the specific qualifications based on education, training, and experience to assess a properly of the nature, history, and setting of the subject property. [I, Wej have developed and performed the all appropriate inquiries in conformance with the standards and practices set forth In 40 CFR Part 312." Note: Please use either "I" or "We." d. In compliance with §312.31(b), the environmental professional must include in the final report an opinion regarding additional appropriate investigation , if the environmental professional has such an opinion. 3. EPA may review checklists and AAI final reports for compliance with the AA! regulation documentation requirements at 40 CFR part 312 (or comparable requirements for those using ASTM Standard 1527-05). Any deficiencies identified during an EPA review of these documents must be corrected by the recipient within 30 days of notification. Failure to correct any identified deficiencies may result in EPA disallowing the costs for the entire AAI report as authorized by 40 CFR 31.43(a)(2). If a recipient willfully fails to correct the deficiencies the Agency may consider other available remedies under 40 CFR 31.43 and 2 CFR Part 180. V. Conflict of interest: Appearance of lack of Impartiality A. Conflict of Interest Profile Forms are submitted to the Region. The grantee must immediately refund to the Federal agency any balance of unobligated (unencumbered) cash advanced that is not authorized to be retained for use on other grants. 2. ENVIRONMENTAL RESULTS - RECIPIENT PERFORMANCE REPORTING Recipients subject to 40 C.F.R. Part 31 (other than recipients of State or Tribal Program grants under 40 C.F.R. Parts 35 Subparts A or B) Performance Reports: In accordance with 40 C.F.R. §31.40, the recipient agrees to submit performance reports that include brief information on each of the following areas: 1) a comparison of actual accomplishments to the outputs/outcomes established in the assistance agreement Workplan for the period; 2) the reasons for slippage if established outputs/outcomes were not met; and 3) additional pertinent information, including, when appropriate, analysis and information of cost overruns or high unit costs. In accordance with 40 C.F.R. § 31.40 (d), the recipient agrees to inform EPA as soon as problems, delays or adverse conditions become known which will materially impair the ability to meet the outputs/outcomes specified in the assistance agreement work plan. 3. FOOD & REFRESHMENTS Unless the event(s) and all of its components (i.e., receptions, banquets and other activities that take place after normal business hours) are described in the approved workplan, the recipient agrees to obtain prior approval from EPA for the use of grant funds for light refreshments and/or meals served at meetings, conferences, training workshops, and outreach activities (events). The recipient must send requests for approval to the EPA Project Officer and include: (1) An estimated budget and description for the light refreshments, meals, and/or beverages to be served at the event(s); (2) A description of the purpose, agenda, location, length and timing for the event. (3) An estimated number of participants in the event and a description of their roles. Recipients may address questions about whether costs for light refreshments, and meals for events are allowable to the recipient's EPA Project Officer. However, the Agency Award Official or Grant Management Officer will make final determinations on allowability. Agency policy prohibits the use of EPA funds for receptions, banquets and similar activities that take place after normal business hours unless the recipient has provided a justification that has been expressly approved by EPA's Award Official or Grants Management Officer. Note: U.S. General Services Administration regulations define light refreshments for morning, afternoon or evening breaks to include, but not be limited to, coffee, tea, milk, juice, soft drinks, donuts, bagels, fruit, pretzels, cookies, chips, or muffins. (41 CFR 301-74.11) 4. GEOSPATIAL DATA STANDARDS All geospatial data created must be consistent with Federal Geographic Data Committee (FGDC) endorsed standards Information on these standards may be found at www.fgdc.gov . 5. ELECTRONIC AND INFORMATION TECHNOLOGY ACCESSIBILITY Recipients and subrecipients are subject to the program accessibility provisions of Section 504 of the Rehabilitation Act, codified in 40 CFR Part 7, which includes an obligation to provide individuals with disabilities reasonable accommodations and an equal and effective opportunity to benefit from or participate in a program, including those offered through electronic and information technology ('Err). In Resolution #14008 January 22, 2014 Moved by Spisz supported by Hatchett the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted. AYES: Gershenson, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis, Middleton, Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic, Crawford, Dwyer. (19) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted. Le — HEREBY APPROV HIS RESOLUTION CHIEF DEPUTY COUNTY EXECti ACTING PURSUANT TO MCL 45.66gA (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on January 22, 2014, 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 22 nd day of January 2014. Lisa Brown, Oakland County