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HomeMy WebLinkAboutResolutions - 2016.12.08 - 22708MISCELLANEOUS RESOLUTION #16.313 November 10, 2016 BY: Planning and Building Committee, Philip Weipert, Chairperson IN RE: DEPARTMENT OF ECONOMIC DEVELOPMENT AND COMMUNITY AFFAIRS - APPROVAL OF OAKLAND COUNTY BROWNFIELD CONSORTIUM INTERLOCAL AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the United States Environmental Protection Agency 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. 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. - 1 PL NIIn & BUiLDING COMMI .E.- ------ /\—___ PLANNING AND BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote. 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND FARMINGTON HILLS The 2016 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 Farmington Hills, 31555 West Eleven Mile Rd., Farmington Hills, MI 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. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac 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. The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2016 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 2016 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 July 15, 2016 the EPA and the County entered into a Cooperative Agreement, Number BF-00E02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2016 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 2016 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 2016 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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: 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-00E02004 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 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 2016 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-00E02004, between the County and the EPA Page 2 2016 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 2016 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 2016 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 2016 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 2016 OAKLAND COUNTY BROVVNFIELD CONSORTIUM AGREEMENT — FINAL the 2016 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, 2019, 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 2016 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 2016 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. 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 Page 4 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2016 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 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. 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 2016 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 Of personal delivery; or (3) three days after mailing first class or certified U.S. mNil. 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 Farmington Hills City Clerk, 31555 West Eleven Mile Road, Farmington Hills, Michigan 48336, with a copy to City of Farmington Hills Economic Development Director, 31555 West Eleven Mile Road, Farmington Hills, Michigan 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 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: Michael J. Gingell, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Clerk/Register of Deeds County of Oakland Page 6 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL IN WITNESS WHEREOF, David Boyer, City Manager of the City of Farmington Hills, hereby acknowledges that he has been authorized by a resolution of the Farmington Hills City Council, a certified copy of which is attached, to execute this Agreement on behalf of the City of Farmington Hills, and hereby accepts and binds the City of Farmington Hills to the terms and conditions of this Agreement. (------) EXECUTED: k. .____-_-., k_ -1.,..-------- DATE: ? //Li / /6 David Boyer, City Manager City otEaingtipn Hills WITNESSED: Pamere-B,--SinK City Clerk City of Farmington Hills Page 7 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 2016 OAKLAND COUNTY BROVVNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF FERNDALE, The 2016 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 E. Nine Mile Road, Ferndale, MI 48220) 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. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac 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, The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2016 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 2016 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownftelds, 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 July 15, 2016 the EPA and the County entered into a Cooperative Agreement, Number 13F-00E02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2016 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 2016 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 2016 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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: 11. 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-00E02004 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. aly, 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 Southfield for the purposes of applying for and performance of the 2016 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-00E02004, between the County and the EPA Page 2 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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: 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 wl ,ether commenced or threatened. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-00E02004 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 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 Southfield for the purposes a applying for and performance of the 2016 Brownfield Coalition Assessment Grant, 1.8. Protect 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-00E02004, between the County and the EPA Page 2 2016 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 2016 13rownfield 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 2016 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 2016 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 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL the 2016 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, 2019, 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 2016 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 2016 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, S. 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 Page 4 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2016 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, tetras, 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. Page 5 2016 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: Jordan Twardy, Community and Economic Development Director, City of Ferndale, 300 E. Nine Mile Road, 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: g • a•-)••• 5.7 M 14NiagN WITNESSED: DATE: Clerk/Register of Deeds County of Oakland [Municipality Signature Block] Page 6 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Page 7 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF HAZEL PARK The 2016 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 located at 111 E 9 Mile Road, 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, The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac 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. The consortium now consisting of the County and the cities of Farmington. Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2016 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 2016 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 July 15, 2016 the EPA and the County entered into a Cooperative Agreement, Number BF-00E02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2016 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 2016 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 2016 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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: 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-00E02004 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. Munieipality 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 2016 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-00E02004, between the County and the EPA Page 2 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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 2016 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 2016 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 2016 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 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL the 2016 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, 2019, unless terminated pursuant to Section 8 of this Agreement or amended pursuant to this Agreement. 7. ASSURANCES/LIABILITY. 71 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 2016 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 2016 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 OFAGREEMENT. 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 Page 4 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL and/or cancelled, Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2016 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 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. Page 5 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL EXECUTED: WITNESSED: EXECUTED: WITNESSED Chairperson Oakland County Board of Commissioners Clerk/Register of Deeds County,xf Oakland Hazel Pa,fic.,,lan Parisi , 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. 171 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: The City of Hazel Park, 111 E. 9 Mile Road, Hazel Park, M148030. 17.3. Either Party may change the address an nNor 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 AGREENEENT, 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 WETNESS WHEREOF, Michael J Gingen, 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. DATE: DATE: DATE: C1)- DATE: 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF MADISON HEIGHTS The 2016 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, a Michigan Municipal Corporation, 300 W. 13 Mile Road, Madison Heights, MI 48071 ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac 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. The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2016 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 2016 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 (insert date) the EPA and the County entered into a Cooperative Agreement, Number BF-00E02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2016 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 2016 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 2016 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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: 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. 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-00E02004 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 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 2016 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-00E02004, between the County and the EPA Page 2 2016 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 2016 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 2016 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 2016 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 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL the 2016 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, 2019, unless terminated pursuant to Section 8 of this Agreement or amended pursuant to this Agreement. 7. ASSURANCES/LIABELITY, 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 2016 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 2016 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 Page 4 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT -- FINAL and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2016 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 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 temi, 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 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Clerk/Register of Deeds - County of Oakland EXECUTED: —731 DATE: Mayor - City of Madison Heights WITNESSED: Clerk - City of Madison 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: Linda Williams, Economic and CoMmimity Engagement Supervisor, 300 W. 13 Mile Road, Madison Heights, MI 48071. 17.3. Either Party may change the addiless 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. Gingen, 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: DATE: 9/i3/2& Page 6 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 2016 OAKLAND COUNTY TROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF PONTIAC, MICHIGAN The 2016 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, 47450 Woodward Avenue, Pontiac, MI, 48342, 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. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac 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 2013Brownfield Coalition Assessment Grant. The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2016 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 2016 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 brovvnfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On July 15, 2016, the EPA and the County entered into a Cooperative Agreement, Number BF-00E02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2016 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 2016 Guidelines for Brovvnfield 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 2016 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E02004. - In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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: 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-00E02004 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 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 2016 Brownfield Coalition Assessment Grant. 1.8. Proiect Manager means the individual designated by the Mrmicipality 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-00E02004, between the County and the EPA Page 2 2016 OAKLAND COUNTY BROVVNFIELD 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 2016 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 2016 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 brovvnfield 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 -term and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2016 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 2016 OAKLAND COUNTY. BROWNFIELD CONSORTIUM AGREEMENT — FINAL the 2016 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, 2019, 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 2016 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 2016 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 Page 4 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2016 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 Mithicipality, 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 perfaanance of this Agreement. 15. SEVERABILITY. Ha 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 timbers, 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 2016 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: Dr. Deirdre Waterman, Mayor, City of Pontiac. 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: Cleric/Register of Deeds County of Oakland Page 6 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL EXECUTED: Adel.A.AedeAz DATE: Dr. Deirdre Waterman, Mayor, City of Pontiac Oakland County Bgard of Commissioners WITNESSED: DATE: Clq--,49-ie Page 7 20'16 OAKLAND COUNTY BROVVNFIELD CONSORTIUM AGREEMENT — FINAL 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF SOUTHFIELD The 2016 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 4P41 ("County"), and the City of Southfield, 26000 Evergreen Road, 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. The County and the cities of Farrnington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Smithfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madisdn Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2016 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 2016 Brownfield Coalition Assessment Grant 011 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 29, 2016 the EPA and the County entered into a Cooperative Agreement, Number BF-00E02004, with respect to the six hundred thousand dollar (1600,000.00) Brownfield Coalition Assessment Grant The 2016 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 2016 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, at 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 2016 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-00E02004; In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 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 nonpoksessive, shall be defined, read, and interpreted as follows: LL 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-00E02004 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. pay, means any calendar day beginning at 12:00 am. and ending at 11:59 p.m. 1,6. Municipality means the 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, conunissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons UGC e sots . 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 2016 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 EXEUMITS. 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-00E02004, between the County and the . EPA Page 2 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT —FINAL 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 2016 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 2016 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 Municipal ity 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 brow -afield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfeld 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 nil applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2016 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 andpermitted by this Agreement, the Cooperative Agreement, Page 3 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT. — FINAL the 2016 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 TI1E 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 fled according to MCL 124.510. 6,2. This Agreement shall end September 30, 2019, 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, adminHistrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2016 Guidelines for Brownfield Assessment Grants. 7.2. Each Patty 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 2016 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. S. 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 Page 4 2016 OAKLAND COUNTY _BROWNFIELD CONSORTIUM AGREEMENT — FINAL and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2016 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant fimds which were allocated to the Municipality, but not yet used shall be reallocated to Other members of the Consortium at the Co7inty'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/ox any other right, in favor of any other person ox 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. PERIVIITS 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 broach 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 tea% 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 may 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 rionpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. Page 5 2016 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: Rochelle Freeman, Buslness & Economic Development Director 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 2016 OAKLAND COUNTY- I3ROWNFIELD CONSORTIUM AGREEMENT — FINAL IN WITNESS WHEREOF, Michael S. Oingell, Chairperson, Oakland Comity 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; WITNESSED: EXECUTED: Chairperson Oakland County Board of Commissioners Clerk/Register of Deeds DAIE: DATE: County of paidand pnson shier, Mayor itv of Southfield DATE: EXECUTED: N,AA U\CM •,. DATE: 09 - 7/7, g.,5 Nancy L.M. Banks', City Clerk City of dosiliftela 'WITNESSED: DATE: Page 7 2016 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT —FINAL Resolution #16313 November 10, 2016 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (MISC. #16313) December 8, 2016 BY: Finance Committee, Torn Middleton, Chairperson IN RE: DEPARTMENT OF ECONOMIC DEVELOPMENT AND COMMUNITY AFFAIRS - APPROVAL OF OAKLAND COUNTY BROWNFIELD CONSORTIUM INTERLOCAL AGREEMENT To The Oakland and County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The United States Environmental Protection Agency has awarded $600,000 to the Oakland County Brownfield Consortium. 2. 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. 3. The Cities of the Oakland County Brownfield Consortium will have $60,000 each to spend on environmental assessments on Brownfield sites in their cities as part of this grant. 4. 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. 5. The resolution approves an Interlocal Agreement between Oakland County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac and Southfield. 6. No budget amendment is required. FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Crawford and Quarles absent. Resolution #16313 December 8, 2016 Moved by Hoffman supported by Woodward the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Fleming, Gershenson, Gosselin, Hoffman, Jackson, Kochenderfer, KowaII, Long, McGillivray, Middleton, Quarles, Scott, Spisz, Weipert, Zack, Bowman, Crawford. (19) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). 9—/(4 GERALD D. POISSON CHIEF DEPUTY COUNTY EXECfl , f k4" PNG PURSUANT TO fCL4 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on December 8, 2016, 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 8th day of December, 2016. Lisa Brown,Brown, Oakland County