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HomeMy WebLinkAboutResolutions - 1996.02.01 - 24732sr MISCELLANEOUS RESOLUTION #96015 February 1, 1996 BY: PUBLIC SERVICES COMMITTEE, SHELLEY G. TAUB, CHAIRPERSON IN RE: Gypsy Moth Suppression Program Community Spray Contracts (1996) To the Oakland County Board of Commissioners Chairperson, Ladies and Gentleman: WHEREAS the gypsy moth infestation presents the potential for immense damage to the many forested and tree filled landscapes within Oakland County; and WHEREAS many local governmental units within Oakland County have sought the County's assistance in coordinating a large scale treatment program to help suppress the gypsy moth infestation in which the local units chose to participate; and WHEREAS the County has chosen to assist qualifying local units by participating in a state-wide treatment program developed by the Michigan Department of Agriculture (MDA); and WHEREAS the MDA program offers the expertise and experience of the MDA in suppressing the gypsy moth infestation plus the possibility of federal and/or state cost sharing for program expenses through a state grant entitled the ,ki 6 .10-M 1 -10. ii -. 6 te AP, Udo h Suppression Program"; and WHEREAS the County provides local unIts an opportunity to join this County-wide program and realize economies of scale, cost savings, and possible cost sharing through the MDA grant that local units could not achieve independently; and WHEREAS it has become necessary to recover from the participating municipalities and Oakland County Parks the County cost based on acreage sprayed which are not recovered from the state grant(s); and. WHEREAS the 1996 program is a cooperative effort between the County and local units which provides that specifically designated areas of qualified forested municipal acreage will be aerially sprayed with an MDA selected insecticide by an MDA qualified and approved agricultural pesticide spray contractor in an attempt to minimize municipal tree damage; and WHEREAS the Townships of Addison, Commerce, Highland, Independence, Milford, Oakland, Orion, Oxford, Springfield and Waterford; the Cities of Auburn Mills, Bloomfield Hills, Farmington Hills, Orchard Lake Village, Rochester Hills, Southfield and Troy; the villages of Beverly Hills, Bingham Farms, Lake Orion, and Wolverine Lake; and Oakland County Parks, have submitted acreage for the 1996 program; and WHEREAS the attached 1996 Gypsy Moth Suppression Program Municipal Participation Agreement is submitted for Board action. PUBLIC SERVICES COMMITTEE NOW THEREFOR BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves entering into the attached MUNICIPAL PARTICIPATION AGREEMENT - 1996 OAKLAND COUNTY GYPSY MOTH SUPPRESSION PROGRAM for each of the above named municipal:ties who meet State's qualification criteria for participation in the 1996 Suppression Program. BE IT FURTHER RESOLVED that upon receipt of the final, executed MUNICIPALITY vARTi21PATIuN AGREEMENT-:996 OAKLAND COUNTY GYPSY MOTH PROGRAM from each of the above eligible municpalities, accompanied by a certified copy of the resolution of their respective governing bodies accepting the Agreement, the Oakland County Board of Commissioners authorizes the Oakland County Executive to execute and enter into each of these Agreements on behalf of the County of Oakland. Chairperson, on behalf of the Public Services Committee, I move adoption of the foregoing resolution. FIELD(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM This FIELD(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT-1996 OAKLAND COUNTY GYPSY MOTH PROGRAM (hereafter "AGREEMENT') is made and entered into between the FIELD( Municipality), a Michigan Constitutional and Municipal Corporation whose address is FIELD(address) FIELD(zipcode) (hereafter the "MUNICIPALITY") and the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac. Michigan 48341 (hereafter the "COUNTY"). In this AGREEMENT, the COUNTY and/or the MUNICIPALITY may also be referred to as a "PARTY" or the "PARTIES". JNTRODUCTORY STATEMENTS The Gypsy Moth infestation presents the potential for immense damage to the many forested and tree filled landscapes within Oakland County. Many local governmental units within Oakland County (hereafter "LOCAL UNITS"), including the MUNICIPALITY, have sought the COUNTY'S assistance in coordinating a large scale treatment program to help suppress the Gypsy Moth infestation in which the LOCAL UNITS may choose to participate. The COUNTY has chosen to assist qualifying LOCAL UNITS by participating in a statewide treatment program developed by the Michigan Department of Agriculture (hereafter "MDA"), The MDA program offers the expertise and experience of the MDA in suppressing the Gypsy Moth infestation plus the possibility of federal and/or state cost sharing for program expenses through a Michigan Department of Agriculture grant entitled the Michigan Gypsy Moth Cooperative Suppression Program, 1996 Grant Application (hereafter the "MDA GRANT"). The COUNTY, through this AGREEMENT, provides LOCAL UNITS eligible to participate under the MDA GRANT, including the MUNICIPALITY, an opportunity to join this County-wide program and realize economies of scale, cost savings, and possible cost sharing through the MDA GRANT that the MUNICIPALITY could not achieve independently. This cooperative COUNTY program is entitled the 1996 Oakland County Gypsy Moth Suppression Program (hereafter the "1996 PROGRAM"). The 1996 PROGRAM is a cooperative effort between the COUNTY and the MUNICIPALITY (and other eligible participating LOCAL UNITS) which provides that specifically designated areas of qualified forested MUNICIPALITY acreage will be aerially sprayed with a AIDA selected insecticide by an MDA qualified and approved agricultural pesticide spray contractor at the MDA determined point in the Gypsy Moth life cycle in an attempt to minimize MUNICIPALITY tree damage. The aerial insecticide application and timing aspects for the suppression of the Gypsy Moth in the 1996 PROGRAM are subject to the terms of the MDA GRANT, whereas the MUNICIPALITY'S participation in the 1996 PROGRAM is subordinate to the MDA GRANT terms and subject to this AGREEMENT. NOW THEREFORE, in consideration of these premises and the promises, agreements, representations, and acknowledgments contained in this AGREEMENT and Attachment "A", which is attached, incorporated, and made part of this AGREEMENT, it is mutually agreed as follows: DEFINITIONS • r ,..._ / . je , I_ • - •C ) 1. As used throughout this AGREEMENT and Attachment "A", whenever any term is defined in this AGREEMENT and is printed in all uppercase characters, whether in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, it shall be defined, read and interpreted as provided in this AGREEMENT. Besides the terms "AGREEMENT', "COUNTY", "MUNICIPALITY'', "PARTY", "PARTIES", "LOCAL UNITS", "MDA", "MDA GRANT' and "1996 PROGRAM" as defined above, the following are also defined terms in this AGREEMENT: a. "AGENT' or "AGENTS", when referred to as either an AGENT or AGENTS of the COUNTY (e.g., COUNTY AGENT), or the MUNICIPALITY (e.g., MUNICIPALITY AGENTS), shall be defined to include any and all of that PARTY'S officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal. representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them. "AGENT" shall also include any person who was an AGENT any time during this AGREEMENT but for any reason is no longer employed, appointed, or elected in that capacity. 'AGENT', as defined for any purpose in this AGREEMENT, shall NOT include the PESTICIDE APPLICATOR. b. 'COUNTY COORDINATOR" shall be the individual assigned by the COUNTY to coordinate and/or perform the many COUNTY responsibilities in the 1996 PROGRAM and under this AGREEMENT, who shall also be included within the definition 0 an AGENT of the COUNTY. c. "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, or any other amount for which the COUNTY and/or any COUNTY AGENT becomes legally and/or contractually obligated to pay, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the MUNICIPALITY or any MUNICIPALITY AGENT under or in connection with this AGREEMENT or are based on or result in any way from the MUNICIPALITY'S participation in the 1996 PROGRAM or this AGREEMENT. d. "PESTICIDE APPLICATOR" shall be defined as the person and/or company contracted with by the COUNTY and approved by the MDA, selected through an MDA prescribed bidding process from the MDA list of qualified and approved agricultural aerial pesticide spray contractors who met the MDA GRANT selection criteria. The PESTICIDE APPLICATOR shall be responsible for the AERIAL SPRAYING, as defined herein, and as defined herein the PESTICIDE APPLICATOR shall include any and all of the PESTICIDE APPLICATOR'S officers, boards, directors, committees, departments, divisions, trustees, volunteers, employees, agents, representatives, contractors, subcontractors, predecessors, successors, assigns (whether such persons act or acted in their personal, representative, or official capacities), and any and all persons acting by, through, under, or in concert with any of them. e. "AERIAL SPRAYING" shall be defined as the application of Bacillus thuringiensis (hereafter, "B.t.") insecticide by the PESTICIDE APPLICATOR during one or more low level airplane(s) and/or helicopter(s) flights over MUNICIPALITY SPRAY BLOCKS as provided for under the MDA GRANT and/or this AGREEMENT. f. "MUNICIPALITY SPRAY BLOCK" or "MUNICIPALITY SPRAY BLOCKS" shall be defined as a specifically identified area or areas, which shall also be quantified in terms of the number of FIELD(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT 1998 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 2 .b3 acres included therein, of tree bearing property located entirely within the MUNICIPALITY which has been selected by the MUNICIPALITY, subject to MDA and COUNTY approval, MDA GRANT priority and eligibility requirements for REIMBURSEMENT, and the required property owner and/or resident approvals for AERIAL SPRAYING as part of the 1996 PROGRAM. The MUNICIPALITY SPRAY BLOCKS are specifically identified and described in Attachment "A". g, "MUNICIPALITY SPRAY COST' or "MUNICIPALITY SPRAY COSTS" shall be defined as any and all actual amounts paid to the PESTICIDE APPLICATOR by the COUNTY in connection with the AERIAL SPRAYING of any MUNICIPALITY SPRAY BLOCKS, and shall be determined by multiplying the total number of acres contained in all MUNICIPALITY SPRAY BLOCKS times the "AVERAGE COUNTY-WIDE SPRAY COST/ACRE'. h. "AVERAGE COUNTY-WOE SPRAY COST/ACRE" shall be defined as average cost/acre under the 1995 PROGRAM for all acres treated by AERIAL SPRAYING in all participating LOCAL UNITS, including the MUNICIPALITY. The AVERAGE COUNTY-WIDE SPRAY COST/ACRE shall be determined by dividing the total dollar amount paid by the COUNTY to the PESTICIDE APPLICATOR in connection with all 1996 PROGRAM AERIAL SPRAYING (in all participating LOCAL UNITS, including the MUNICIPALITY) by the total number of acres within the County of Oakland treated by AERIAL SPRAYING by the PESTICIDE APPLICATOR in connection with the 1996 PROGRAM. The total number of acres within the County of Oakland treated by AERIAL SPRAYING by the PESTICIDE APPLICATOR shall be determined by the MDA based upon MDA established pesticide-flow rates and spray and volume measures taken on any SPRAY DAY(S). The MDA determination of the total number of acres within the County of Oakland treated by AERIAL SPRAYING by the PESTICIDE APPLICATOR shall be final. The COUNTY anticipates that the AVERAGE COUNTY-WIDE SPRAY COSTS/ACRE will be less than $30.00 per acre. However, until all PESTICIDE APPLICATOR bids have been received, a contract with the PESTICIDE APPLICATOR is finalized, and the total 1996 PROGRAM acreage to be sprayed is known. the AVERAGE COUNTY-WIDE SPRAY COSTS/ACRE can only be estimated. If this cost/acre should exceed $30.00 per acre, the PARTIES may cancel this AGREEMENT as provided below. "SPRAY DAY(S)" shall be defined as the one or more days upon which the AERIAL SPAYING of all or part of any MUNICIPALITY SPRAY BLOCKS by the PESTICIDE APPLICATOR is scheduled by the COUNTY, the MDA, and the PESTICIDE APPLICATOR. SPRAY DAY(S), in all participating LOCAL UNITS, including the MUNICIPALITY, are expected to occur sometime between MAY 5, 1996 and June 10, 1996, depending upon such factors as the daily caterpillar development reports, the weather, temperature, wind conditions, and other last-minute variables upon which any decision to spray or postpone AERIAL SPRAYING must be based. The COUNTY, with the MDA and the PESTICIDE APPLICATOR, shall decide the commencement and sequence of all AERIAL SPRAYING and SPRAY DAY(S). j. "ADMINISTRATIVE COSTS" shall be defined as any and all 1996 PROGRAM costs, expenses, wages, salaries, fringe benefit costs, equipment, supplies, administrative overhead, building costs, or any costs and expenses that are incurred and/or paid either by the COUNTY, on or after October 1, 1995, but before September 30. 1996, (i.e., COUNTY ADMINISTRATIVE COSTS) or by the MUNICIPALITY on or after October 1, 1995, but before June 30, 1996, (i.e., MUNICIPALITY ADMINISTRATIVE COSTS) in connection with the 1996 PROGRAM. ADMINISTRATIVE COSTS and MUNICIPALITY SPRAY COSTS are mutually exclusive cost categories. All claimed ADMINISTRATIVE COSTS must have been incurred exclusively for and in connection with the 1995 PROGRAM, No additional ADMINISTRATIVE COSTS shall be allowed after the 1996 PROGRAM is ended, "ADMINISTRATIVE COSTS" may be further defined and limited to ''MDA APPROVED ADMINISTRATIVE COSTS". k. "MDA APPROVED ADMINISTRATIVE COSTS" shall be defined as any and all ADMINISTRATIVE COSTS incurred in connection with the 1996 PROGRAM by either PARTY FIELO(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT 1956 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 3 - which have been approved by the MDA as eligible for possible REIMBURSEMENT under the terms of the MDA GRANT. The MDA shall solely decide which, if any, ADMINISTRATIVE COSTS submitted by the COUNTY or the MUNICIPALITY in connection with the 1996 PROGRAM shall be approved and eligible for REIMBURSEMENT under established MDA GRANT criteria and in what amount, if any, REIMBURSEMENT shall be paid to the COUNTY. I. "REIMBURSEMENT' shall be defined as any MDA GRANT funds received by the COUNTY because of the COUNTY'S submission of any MUNICIPALITY SPRAY COST, or any COUNTY or MUNICIPALITY ADMINISTRATIVE COSTS to the MDA which were specifically paid to the COUNTY and attributable to any specific MUNICIPALITY SPRAY COST or any COUNTY or MUNICIPALITY ADMINISTRATIVE COSTS. The MDA shall not reimburse the PESTICIDE APPLICATOR or the MUNICIPALITY directly and all REIMBURSEMENT shall be paid only to the COUNTY. The MUNICIPALITY agrees that the MDA shall solely decide: the extent, and amount, if any, of any possible REIMBURSEMENT for any MUNICIPALITY SPRAY COSTS and/or MUNICIPALITY ADMINISTRATIVE COSTS. The MUNICIPALITY agrees that the MDA GRANT establishes criteria for MUNICIPALITY REIMBURSEMENT and that not every MUNICIPALITY SPRAY COST and/or MUNICIPALITY ADMINISTRATIVE COSTS incurred shall be eligible for MDA approval or REIMBURSEMENT or receive a uniform rate of REIMBURSEMENT. The COUNTY shall have no obligation to represent, challenge, contest, appeal, or argue for any REIMBURSEMENT on behalf of the MUNICIPALITY with the MDA_ m. "PENALTIES" shall be defined as any and all additional costs, damages, price increases, charges, liabilities, penalties, or any other additional monetary costs or amounts or any related legal obligation incurred by the COUNTY and due to the PESTICIDE APPLICATOR because of any MUNICIPALITY Default, MUNICIPALITY cancellation of this AGREEMENT except as provided below, or any MUNICIPALITY decision which reduces, cancels, changes, or withdraws any MUNICIPALITY SPRAY BLOCK and/or the total MUNICIPALITY SPRAY BLOCKS acreage from that shown on Attachment "A" except as expressly provided for in this AGREEMENT. The MUNICIPALITY acknowledges that the MUNICIPALITY SPRAY BLOCKS identified in Attachment when combined with those of all other LOCAL UNITS participating in the 1996 PROGRAM, will be the basis for the PESTICIDE APPLICATOR'S volume based bid and cost/acre for the AERIAL SPRAYING, and the COUNTY'S subsequent contractual obligation to the PESTICIDE APPLICATOR. The MUNICIPALITY agrees that any MUNICIPALITY decision to reduce, withdraw, or change in the MUNICIPALITY SPRAY BLOCK acreage and/or configuration may subject the COUNTY to certain "PENALTIES" under its contract with the PESTICIDE APPLICATOR. Decisions by property owners, the MDA, the COUNTY, or any governmental authority other than the MUNICIPALITY to exclude or prohibit AERIAL SPRAYING of any partial or entire MUNICIPALITY SPRAY BLOCK shall not be considered a decision by the MUNICIPALITY to change, withdraw, or cancel the AERIAL SPRAYING of any MUNICIPALITY SPRAY BLOCK for the purposes of assessing any PENALTIES. COUNTY MDA GRANT COORDINATION RESPONSIBILITIES 2, The COUNTY will apply for, attempt to qualify for, and secure possible MDA GRANT REIMBURSEMENT to reduce the total 1996 PROGRAM costs. The COUNTY, with the cooperation of the MUNICIPALITY and subject to this AGREEMENT, will undertake all reasonable and necessary administrative steps required by the Grantee under the MDA GRANT. 3, The COUNTY will enter a contract for all 1996 PROGRAM AERIAL SPRAYING with the PESTICIDE APPLICATOR according to the MDA GRANT required purchasing requirements, including the development of the required Request for Quotation ("RFQ"), solicitation and review of all bids, and the final selection and contracting with an MDA approved and qualified PESTICIDE APPLICATOR to conduct the AERIAL SPRAYING for all MUNICIPALITY SPRAY BLOCKS included in the 1996 PROGRAM. FIELD(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 4 13 4. The COUNTY shall be the sole Grantee under the MDA GRANT and shall act as the MDA GRANT coordinator and fiscal agent for the MUNICIPALITY, subject to the terms of this AGREEMENT, with regard to the financing and initial payment to the PESTICIDE APPLICATOR for all MUNICIPALITY SPRAY COSTS, The MUNICIPALITY agrees that, as provided in this AGREEMENT, all MUNICIPALITY SPRAY COSTS shall always remain the eventual, final, and exclusive financial responsibility of the MUNICIPALITY. 5. The COUNTY, subject to this AGREEMENT, shall employ such COUNTY AGENTS, provide such office space, meeting rooms. office and field equipment as necessary to carry out all of the COUNTY'S responsibilities under this AGREEMENT and the MDA GRANT. 6. The COUNTY will appoint a COUNTY COORDINATOR to coordinate the administration of the 1996 PROGRAM with the MUNICIPALITY who will: a. Assist the MUNICIPALITY in assessing its Gypsy Moth problem and provide information to assist MUNICIPALITY officials in deciding whether they wish to participate in the 1996 PROGRAM. b. Attend various public meetings in the MUNICIPALITY, when the COUNTY deems it necessary, to explain Gypsy Moth impact on urban forestry and various treatment program options, the 1996 PROGRAM, and arrange for experts in various aspects of Gypsy Moth infestation to be available to answer technical questions. c. Provide the MUNICIPALITY with written materials and information from the MDA to assist the MUNICIPALITY in conducting the required Gypsy Moth egg mass evaluations, developing the required MUNICIPALITY SPRAY BLOCK maps, and attempting to qualify MUNICIPALITY SPRAY BLOCKS under the 1996 PROGRAM and for possible REIMBURSEMENT under the MDA GRANT. d. Provide the MUNICIPALITY with all necessary operational forms and MDA GRANT documents so the MUNICIPALITY can thoroughly understand the MDA GRANT requirements and REIMBURSEMENT limitations under the MDA GRANT and/or this AGREEMENT. The COUNTY shall also provide any MDA GRANT procedures and/or operating instructions related to MUNICIPALITY SPRAY BLOCK, marking requirements so that the MUNICIPALITY can appropriately train and assign MUNICIPALITY AGENTS to perform these obligations. 7 The COUNTY shall conduct Gypsy Moth informational and educational activities, issue news releases before treatment begins, and disseminate Gypsy Moth information to the public via the media as required by the MDA GRANT. The COUNTY will provide information and answer questions from the public, community and citizen groups, LOCAL UNITS, and the media about the Gypsy Moth infestation and AERIAL SPRAYING treatment under the 1996 PROGRAM. 8. The COUNTY, as required by the MDA GRANT, shall also hold a County-wide public meeting to solicit citizen concerns regarding the 1996 PROGRAM and provide technical information. The COUNTY, at this meeting, shall explain the 1996 PROGRAM, the insecticide that will be used, the MUNICIPALITY SPRAY BLOCK qualifying parameters as required in the Environmental Impact Statement, and collect information regarding environmentally sensitive areas. 9. The COUNTY will collect data to determine the effectiveness of the 1996 PROGRAM and begin plans for future treatment programs and submit reports on Gypsy Moth infestation to the MUNICIPALITY for future treatment planning and programs. 10. The COUNTY, as required by the MDA GRANT, shall conduct the post treatment evaluation and survey of a random sample of treated MUNICIPALITY SPRAY BLOCKS and property owners from the FIELD(MunIcipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 6 treated MUNICIPALITY SPRAY BLOCKS, using MDA approved questionnaire and survey tools to determine the percentage of foliar preservation necessary to comply with the MDA GRANT requirements. 11, The COUNTY shall create and maintain a year-to-year data base on the Gypsy Moth infestation, including, when possible, information on independent and private Gypsy Moth suppression efforts to capture trends for future program planning. 12. The COUNTY will consolidate the MUNICIPALITY SPRAY COSTS with all such costs from all other participating LOCAL UNITS into the combined MDA GRANT required format and submit same to the MDA for approval and possible REIMBURSEMENT. The COUNTY will similarly combine all MUNICIPALITY ADMINISTRATIVE COSTS incurred in connection with the 1996 PROGRAM with all such costs incurred by other participating LOCAL UNITS and the COUNTY and will submit all such 1996 PROGRAM ADMINISTRATIVE COSTS to the MDA for approval and possible REIMBURSEMENT 13. The COUNTY, subject to the terms of this AGREEMENT, will advance such funds as are necessary to promptly pay the PESTICIDE APPLICATOR the full amount due and owing for the AERIAL SPRAYING of all MUNICIPALITY SPRAY BLOCKS upon completion of the AERIAL SPRAYING. The COUNTY shall also forbear seeking the full repayment from the MUNICIPALITY for all MUNICIPALITY SPRAY COSTS and MUNICIPALITY PRO-RATA SHARE OF ALL NON-REIMBURSED COUNTY ADMINISTRATIVE COSTS, as defined herein, until after the MDA has decided what, if any, REIMBURSEMENT shall be authorized and paid to the COUNTY under the MDA GRANT. DETERMINATION OF MUNICIPALITY SPRAY BLOCKS TO BE TREATED 14, The MUNICIPALITY warrants that only those such blocks that have been: surveyed for egg mass density as required by the MDA, which in the judgment of the MUNICIPALITY meet MDA GRANT eligibility criteria and are located entirely within the MUNICIPALITY are included in the MUNICIPALITY SPRAY BLOCKS which are further described in Attachment "A". 15. The COUNTY shall have the right to reject any MUNICIPALITY SPRAY BLOCKS that in the COUNTY'S sole judgement and discretion do not meet MDA GRANT criteria for inclusion, do not qualify for any MDA GRANT REIMBURSEMENT, will burden or jeopardize the COUNTY'S compliance with the MDA GRANT, or unacceptably obligate the COUNTY to pay for MUNICIPALITY SPRAY COSTS beyond anticipated MDA GRANT REIMBURSEMENT or which cannot be safely or effectively treated by AERIAL SPRAYING as decided by the PESTICIDE APPLICATOR, The MUNICIPALITY agrees that, notwithstanding any provision in this AGREEMENT, the WILDA also has the absolute right to reject any MUNICIPALITY SPRAY BLOCKS and/or deny REIMBURSEMENT for any MUNICIPALITY SPRAY COSTS or ADMINISTRATIVE COSTS for any rejected MUNICIPALITY SPRAY BLOCKS. 16. After COUNTY and MDA approval of MUNICIPALITY SPRAY BLOCKS, the permission and approval of all residents and/or property owners within the proposed MUNICIPALITY SPRAY BLOCKS shall also be sought. The COUNTY shall notify all property owners, as required by the MDA GRANT, in the MUNICIPALITY SPRAY BLOCKS at least 30 days before the projected SPRAY DAY(S) of the planned AERIAL SPRAYING. For these purposes, the MUNICIPALITY agrees to provide, in such quantities as requested. MUNICIPALITY resident and/or property owner mailing lists, mailing labels, and any other identifying information necessary to facilitate communications between the COUNTY COORDINATOR and any resident and/or property owner in any MUNICIPALITY SPRAY BLOCK. 17, The MUNICIPALITY agrees to maintain a written log of all calls and/or objections from any MUNICIPALITY resident and/or property owner concerning the 1996 -PROGRAM by identifying each call or objection with the individual's name, address, telephone number and parcel number. The MUNICIPALITY shall promptly forward copies of any entries into such written logs and records to the COUNTY COORDINATOR. No property or parcel within a MUNICIPALITY SPRAY BLOCK can be scheduled for AERIAL SPRAYING after the objection of the resident or property owner has been received. The COUNTY COORDINATOR shall contact any objector to ensure that the 1996 PROGRAM is F/ELD(MunIcipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 6 .b3.• bY • completely understood and verify that the property owner does not wish their property to be included in the AERIAL SPRAYING. After being notified, in writing, by the COUNTY of any property owner's exclusions from the 1996 PROGRAM, the MUNICIPALITY must update maps to reflect property exclusion and adjust MUNICIPALITY SPRAY BLOCKS based upon such objections. MUNICIPALITY SPRAY BLOCK MAPS 18. The MUNICIPALITY agrees to be completely responsible ensuring that, at all times, all MUNICIPALITY SPRAY BLOCK maps clearly and accurately depict the latest planned MUNICIPALITY SPRAY BLOCKS scheduled for AERIAL SPRAYING, clearly noting any AERIAL SPRAYING hazards, restrictions, prohibitions, property owner objections, boundaries, and any non-spray areas within or between any MUNICIPALITY SPRAY BLOCKS. At least 10 days before the anticipated SPRAY DAY(S) the MUNICIPALITY shall provide a copy of the then current MUNICIPALITY SPRAY BLOCK maps to the COUNTY. The MUNICIPALITY agrees that within 24 hours of becoming aware of any required changes to the MUNICIPALITY SPRAY BLOCK maps provided to the COUNTY, the MUNICIPALITY shall report any additional changes in writing to the COUNTY COORDINATOR. Before the start of SPRAY DAY(S) operations, the MUNICIPALITY shall confirm and verify to the COUNTY the accuracy of the AERIAL SPRAYING maps provided by the MUNICIPALITY. MUNICIPALITY SPRAY BLOCKS shall also be mapped by the MUNICIPALITY and defined to allow adequate boundary marking for AERIAL SPRAYING. Maps shall be accompanied by a written summary on a form provided by the MDA that identifies for each proposed MUNICIPALITY SPRAY BLOCK the number of homes, the MDA SPRAY BLOCK priority category and the number of acres to be sprayed within each MUNICIPALITY SPRAY BLOCK. The MUNICIPALITY shall always maintain a current map of the planned MUNICIPALITY SPRAY BLOCKS for public inspection, ALUNICIPALITY SPRAY DAY(S) OBLIGATIONS 19. The MUNICIPALITY agrees that because of the many factors which must be considered for effective AERIAL SPRAYING to suppress Gypsy Moths, any scheduling of SPRAY DAY(S) within the MUNICIPALITY will by necessity occur on very short notice, often less than 24 hours. The MUNICIPALITY agrees to make the necessary staffing and planning arrangements and adjust, as necessary, any MUNICIPALITY AGENTS work schedules (including possible weekend and/or holiday SPRAY DAY(S)) to meet its SPRAY DAY(S) obligations on such short notice. 20. Before any AERIAL SPRAYING operations commence on SPRAY DAY(S), the MUNICIPALITY shall ensure that all MUNICIPALITY SPRAY BLOCKS are adequately and properly marked with the appropriate helium-filled marker balloons or adequate natural landmarks, as specified in the MDA GRANT or the PESTICIDE APPLICATOR contract. The MUNICIPALITY shall be responsible for providing enough MUNICIPALITY AGENTS to place such required marker balloons (hereafter "balloon crews") to adequately identify MUNICIPALITY SPRAY BLOCKS for AERIAL SPRAYING and otherwise help in related SPRAY DAY(S) activities as requested. The MUNICIPALITY shall be responsible for assuring that all non-spray areas are adequately marked off with either off-color balloons or by double balloons so that the pilot conducting the AERIAL SPRAYING can visually distinguish the MUNICIPALITY SPRAY BLOCKS from adjacent non-spray areas. The MUNICIPALITY agrees to be responsible for the prompt removal of all balloons and/or any other abandoned or discarded SPRAY DAY(S) materials after SPRAY DAY(S) operations have been completed. 21. The MUNICIPALITY agrees to furnish, at its own expense, each MUNICIPALITY AGENT participating in SPRAY DAY(S) operations, including each balloon crew, a cellular telephone or suitable mobile radios for communicating with the COUNTY COORDINATOR. Except for marking balloon related supplies (e.g., balloons, helium, string, etc.), the MUNICIPALITY agrees that it shall be exclusively responsible for providing all MUNICIPALITY AGENTS with all necessary tools, maps, MUNICIPALITY SPRAY BLOCK maps. transportation, vehicles, and all other tools and equipment that the MUNICIPALITY, in its sole judgment, deems are required or beneficial for the completion of any MUNICIPALITY responsibilities under this AGREEMENT. Except as expressly provided for above (I.e., HELD(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 7 marking balloons, helium, string, etc.). the MUNICIPALITY agrees that neither the COUNTY nor any COUNTY AGENT shall be required to provide, furnish, or assign any MUNICIPALITY AGENT with any tools, supplies, or equipment necessary for the performance of any MUNICIPALITY duty or obligation under this AGREEMENT. MUNICIPALITY RESPONSIBILITY FOR SAFETY AND COMPLIANCE WITH LAWS 22. The MUNICIPALITY and MUNICIPAL AGENTS shall be responsible for compliance with all federal, state, and local laws, ordinances, regulations. and agency requirements in any manner affecting the work or performance of this AGREEMENT. In this regard the MUNICIPALITY shall cooperate and assist in securing all necessary certificates and permits from such public authorities as may be required for AERIAL SPRAYING in the MUNICIPALITY. The MUNICIPALITY will provide, install and maintain any warning signs and barricades necessary for the protection of persons and property which may be affected by AERIAL SPRAYING, and will notify the COUNTY COORDINATOR and other persons directly affected by AERIAL SPRAYING of any potentially dangerous situation. In case of an emergency affecting the safety of any persons or property, the MUNICIPALITY and its AGENTS shall act immediately to prevent threatened loss or damage by attempting to stop any activity or operation affecting safety until the situation is corrected. MUNICIPALITY AGENTS AND STAFFINQ 23. The MUNICIPALITY shall designate a MUNICIPALITY AGENT as the "MUNICIPALITY LIAISON". The MUNICIPALITY LIAISON shall supervise all MUNICIPALITY AGENTS participating in the 1996 PROGRAM and shall be available to assist, as necessary, the COUNTY COORDINATOR in the administration of the 1996 PROGRAM within the MUNICIPALITY. 24. The MUNICIPALITY agrees that it shall employ, train, and assign as many qualified MUNICIPALITY AGENTS as it deems necessary to perform all MUNICIPALITY obligations under this AGREEMENT. The MUNICIPALITY AGENTS shall be employed and assigned based on appropriate qualifications and other factors as decided by the MUNICIPALITY. The MUNICIPALITY agrees that it shall be solely responsible for furnishing all MUNICIPALITY AGENTS with all job instructions, job descriptions and job specifications and shall otherwise control, supervise, train or direct MUNICIPALITY AGENTS in the performance of any MUNICIPALITY duties or obligations under this AGREEMENT. The MUNICIPALITY agrees that the COUNTY shall have no liability or obligation in this regard. 25. The MUNICIPALITY shall be solely responsible for seeing that all MUNICIPALITY AGENTS participating in the 1996 PROGRAM fully cooperate with the COUNTY COORDINATOR in completing all 1996 PROGRAM preparations and operations and otherwise conform their activities to comply with the MUNICIPALITY'S obligations under this AGREEMENT in a timely and responsible manner. The MUNICIPALITY agrees that neither the MUNICIPALITY nor any MUNICIPALITY AGENT will, in any manner, interfere or prevent the COUNTY from timely completion of any COUNTY obligations under the MDA GRANT. 26. The MUNICIPALITY agrees that no MUNICIPALITY AGENT, either as a result of or arising out of any act(s) by any MUNICIPALITY AGENT in the performance of any duty under this AGREEMENT, shall be considered or asserted to be a COUNTY employee or COUNTY AGENT. The MUNICIPALITY agrees that it shall be solely and completely liable for any and all MUNICIPALITY AGENTS' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any MUNICIPALITY AGENT'S employment status or any alleged violation of any MUNICIPALITY AGENT'S statutory, contractual, constitutional, or civil rights by the MUNICIPALITY, the COUNTY or any COUNTY AGENT. The MUNICIPALITY agrees to indemnify and hold harmless the COUNTY from and against any PIELD(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT 1956 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 8 and all CLAIM(S) which are imposed upon, incurred by, or asserted against the COUNTY or any COUNTY AGENT by any MUNICIPALITY AGENT and/or which are based upon, result from, or arise from, or are in any way related to any MUNICIPALITY AGENTS wages, compensation, benefits, or other employment- related or based rights, including, but not limited to, those described in this Paragraph. pADA GRANT LIMITATIONS ON EMPLOYMENT OF MUNICIPALITY AGENTS 27. The MUNICIPALITY shall insure that no member of the legislature of the State of Michigan or any individual employed by the State shall be permitted to share in any REIMBURSEMENT or other benefit paid to or received by the MUNICIPALITY from the MDA GRANT. 28. The MUNICIPALITY shall report to the COUNTY within five (5) days after the end of each month. that this AGREEMENT is in effect, the names, social security numbers and the amount of payment made to any former State of Michigan employee who: a Retired from the State between June 2, 1984 and September 30. 1984 under the provisions of Act 2 and 3 of the Public Acts of 1984. b. Is less than 62 years of age; and c. Performed services purchased by the State under the provisions of the MDA GRANT during the month. For any month which the MUNICIPALITY has no employees (as described above) assigned to work performed under the provisions of this AGREEMENT, no report is required. MUNICIPALITY FINANCIAL OBLIGATION TO COUNTY 29. In consideration of the COUNTY'S promises and efforts under this AGREEMENT, the MUNICIPALITY agrees to pay the COUNTY the full amount of any and all: a. MUNICIPALITY SPRAY COSTS, including, but not limited to, any amounts that the COUNTY advanced, paid, or incurred in connection with the AERIAL SPRAYING of any MUNICIPALITY SPRAY BLOCKS, AND b. "MUNICIPALITY PRO-RATA SHARE OF ALL NON-REIMBURSED COUNTY ADMINISTRATIVE COSTS" which shall be defined and determined as follows: any and all COUNTY ADMINISTRATIVE COSTS either incurred and/or paid by the COUNTY in connection with the 1996 PROGRAM for which the COUNTY was either not entitled to and/or did not receive any MDA GRANT REIMBURSEMENT, divided by the total number of acres within the County of Oakland treated by AERIAL SPRAYING by the PESTICIDE APPLICATOR in connection with the 1996 PROGRAM, multiplied by the total number of acres within the MUNICIPALITY treated by AERIAL SPRAYING by the PESTICIDE APPLICATOR. The total number of acres within the County of Oakland or within the MUNICIPALITY treated by AERIAL SPRAYING by the PESTICIDE APPLICATOR shall be determined by the MDA based upon MDA established pesticide-flow rates and spray and volume measures taken on any SPRAY DAY(S). The MDA determination of the total number of acres within the County of Oakland treated by AERIAL SPRAYING by the PESTICIDE APPLICATOR shall be final, AND c. PENALTIES, as defined in this AGREEMENT. 30. The PARTIES agree that the COUNTY shall have no obligation to offset, defray, and/or provide any financial support to the MUNICIPALITY in connection with the 1996 PROGRAM to defray or offset any MUNICIPALITY SPRAY COSTS or MUNICIPALITY ADMINISTRATIVE COSTS in connection with the MUNICIPALITY'S participation in the 1996 PROGRAM except as expressly provided for in this AGREEMENT. The MUNICIPALITY agrees that any and all such MUNICIPALITY SPRAY COSTS. and FIELD(MunIcipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 9 MUNICIPALITY PRO-RATA SHARE OF ALL NON-REIMBURSED COUNTY ADMINISTRATIVE COSTS, and any PENALTIES, amounts shall at all times remain the sole financial responsibility of the MUNICIPALITY. 31, The MUNICIPALITY agrees that its participation in the 1996 PROGRAM and/or any and all of its obligations under this AGREEMENT, including but not limited to the MUNICIPALITY'S payment obligations to the COUNTY, are NOT contingent, dependent, and/or in any way conditioned upon the eventual receipt of any REIMBURSEMENT under the MDA GRANT or from any other financial assistance or support from outside the MUNICIPALITY. The MUNICIPALITY further agrees that any amount due and owing to the COUNTY under this AGREEMENT, which is still unpaid at the time the COUNTY distributes funds to the MUNICIPALITY from the Delinquent Tax Revolving Fund (DTRF), the COUNTY shall be entitled to reduce, set-off, and permanently retain any amount due to the MUNICIPALITY from Delinquent Tax Revolving Fund (DTRF) by any such amount then still due and owing the COUNTY pursuant to this AGREEMENT. POSSIBLE MDA GRANT REIMBURSEMENT 32. The MUNICIPALITY shall submit all itemized MUNICIPALITY ADMINISTRATIVE COSTS and related expenses for the 1996 PROGRAM to the COUNTY COORDINATOR no later than June 30, 1996. and shall provide written documentation for any such costs as required. Possible MUNICIPALITY ADMINISTRATIVE COST REIMBURSEMENT is dependent upon properly submitted and documented expenses. The COUNTY shall not be required to submit any MUNICIPALITY ADMINISTRATIVE COSTS that are either: incurred or submitted after June 30, 1996, not sufficiently documented, or not readily transferable to the MDA GRANT required format. The COUNTY shall not to be required to speculate, compile, or calculate any MUNICIPALITY ADMINISTRATIVE COSTS claimed or the purpose(s) for which any MUNICIPALITY ADMINISTRATIVE COSTS were incurred by the MUNICIPALITY. 33, Upon receipt of any REIMBURSEMENT the COUNTY will prepare a REIMBURSEMENT summary of all MUNICIPALITY SPRAY COSTS and MDA APPROVED ADMINISTRATIVE COSTS in connection with the 1996 PROGRAM and the amount of any such REIMBURSEMENT received attributable to any MUNICIPALITY SPRAY COST and MUNICIPALITY MDA APPROVED ADMINISTRATIVE COSTS. The MUNICIPALITY agrees that any MUNICIPALITY benefit or interest in any REIMBURSEMENT received by the COUNTY under the MDA GRANT or under the terms of this AGREEMENT shall be based solely upon any MDA approved and paid REIMBURSEMENT for any MUNICIPALITY SPRAY COSTS and/or any MDA APPROVED ADMINISTRATIVE COSTS incurred and paid by the MUNICIPALITY and shall not be based, in any manner, upon any such costs as may have been incurred, claimed, or submitted by the MUNICIPALITY, 34, The MUNICIPALITY agrees that any MDA GRANT REIMBURSEMENT for any 1996 PROGRAM costs incurred by either the MUNICIPALITY or the COUNTY are not certain or guaranteed. The PARTIES further agree that the failure of the COUNTY to receive or qualify for any MDA GRANT REIMBURSEMENT shall neither relieve the MUNICIPALITY of any financial obligation to the COUNTY nor create any financial liability for the COUNTY to reimburse the MUNICIPALITY for any and all MUNICIPALITY cost or expenses associated with or resulting from its participation in the 1996 PROGRAM. MUNICIPAl iTY BENEFIT FROM POSSIBLE MDA GRANT REIMBURSEMENT 35. The PARTIES agree that the MUNICIPALITY may be eligible to benefit from any possible MDA GRANT REIMBURSEMENT to the COUNTY on the following terms. a. In the event that the COUNTY receives any MDA GRANT REIMBURSEMENT for any part of any MI MCI PAI ITY SPRAY COSTS or any MDA APPROVED ADMINISTRATIVE COSTS incurred and paid by the MUNICIPALITY, the COUNTY shall apply such amount as a credit toward any amount then unpaid, due and/or owing to the COUNTY from the MUNICIPALITY FIELD(Municipallty) MUNICIPALITY PARTICIPATION AGREEMENT 1998 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 10 3 4 under this AGREEMENT. The total amount of REIMBURSEMENT credited toward the payment of MUNICIPALITY SPRAY COSTS shall be the same amount as the amount of REIMBURSEMENT received and paid to the COUNTY for all MUNICIPALITY SPRAY BLOCKS. b. If the amount of any direct MUNICIPALITY payments made to the COUNTY for MUNICIPALITY SPRAY COSTS, plus any REIMBURSEMENT paid to and in the possession of the COUNTY which is attributable to any MUNICIPALITY SPRAY COSTS and/or any MDA APPROVED ADMINISTRATIVE COSTS incurred by the MUNICIPALITY, exceeds the total amount of all MUNICIPALITY SPRAY COSTS, and any MUNICIPALITY PRO-RATA SHARE OF ALL NON-REIMBURSED COUNTY ADMINISTRATIVE COSTS, as defined herein, and any possible PENALTIES: such excess amounts shall be deemed to have been an overpayment by the MUNICIPALITY to the COUNTY and any such excess amounts shall be returned to the MUNICIPALITY. c. If, however, after all REIMBURSEMENT attributable to any MUNICIPALITY SPRAY COSTS or MUNICIPALITY ADMINISTRATIVE COSTS has been received by the COUNTY and credited, as provided for above, there remains any MUNICIPALITY SPRAY COST, any MUNICIPALITY PRO-RATA SHARE OF ALL NON-REIMBURSED COUNTY ADMINISTRATIVE COSTS, as defined herein, (and any possible PENALTIES) amounts unpaid and owing to the COUNTY, the MUNICIPALITY shall be invoiced for the balance due. d. Any REIMBURSEMENT received by the COUNTY attributable to any MDA APPROVED ADMINISTRATIVE COSTS incurred and paid by the COUNTY in connection with the 1996 PROGRAM, shall be credited and used by the COUNTY toward offsetting the COUNTY'S costs and expenses incurred in administering the 1996 PROGRAM, and shall not be credited or used to the financial benefit of the MUNICIPALITY, in any manner. COUNTY INVOICES TO MUNICIPALITY 36. On or about March 30, 1996, the COUNTY shall prepare and forward to the MUNICIPALITY a first invoice for partial payment to the COUNTY for MUNICIPALITY SPRAY COSTS. This first invoice shall be based upon the COUNTY'S best estimate at the time of the anticipated total MUNICIPALITY SPRAY COSTS to be incurred and paid by the COUNTY on behalf of the MUNICIPALITY, minus the total anticipated REIMBURSEMENT expected to be attributable to all MUNICIPALITY SPRAY COSTS and expected to be received by the COUNTY from the MDA at a later date. The COUNTY'S estimates for the purposes of this first invoice, based upon its evaluation of then existing MDA GRANT circumstances, shall be conclusive. The MUNICIPALITY agrees to pay the full amount shown on this first invoice on or before May 1, 1996, or no later than 15 days after the invoice date, whichever date is later. 37. After final MDA GRANT REIMBURSEMENT amounts attributable to MUNICIPALITY SPRAY COSTS or MDA APPROVED ADMINISTRATIVE COSTS incurred by the MUNICIPALITY are received by the COUNTY, the COUNTY shall prepare and forward to the MUNICIPALITY a second invoice, if necessary, for the payment of any then remaining unpaid or otherwise un-reimbursed MUNICIPALITY SPRAY COSTS incurred and paid by the COUNTY in connection with any MUNICIPALITY SPRAY BLOCKS. The MUNICIPALITY agrees to pay the full amount shown on this second invoice within 30 days after the date of the invoice. MUNICIPALITY RECORD KEEPING 38. The MUNICIPALITY shall complete all MDA GRANT documents as required and cooperate with the COUNTY in supplying all necessary or required information, forms, or cost and expense data to the COUNTY on a timely basis. The MUNICIPALITY agrees that it shall maintain documentation of all costs incurred and funds disbursed and shall retain all financial reports, supporting documents, and statistical records until September 30, 2000. The MUNICIPALITY shall maintain any and all records that allow for comparison of actual MUNICIPALITY outlays with all amounts submitted for REIMBURSEMENT. The FIELD(Munieipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 11 MUNICIPALITY'S overall financial management system must ensure effective control over, and accountability for all funds received and/or expended. MUNICIPALITY accounting records must be supported by documents such as canceled checks, invoices, personnel time reports, (e.g., time reports must show name, date worked, position, brief description of duty or responsibility and number of hours worked.), receipts or other verifiable proof of payment. The MUNICIPALITY agrees that any MUNICIPALITY costs and expenses in connection with the 1996 PROGRAM may be subject to an audit by the State of Michigan or the COUNTY at any time. The MUNICIPALITY agrees to cooperate fully with any State of Michigan or COUNTY auditors in this regard and will allow such auditors complete and open access to any of the MUNICIPALITY'S 1996 PROGRAM related records. The MUNICIPALITY further agrees that it shall return any funds it was paid or pay any amount of REIMBURSEMENT it received the benefit of as a credit or otherwise in connection with the 1996 PROGRAM when MUNICIPALITY records and documentation fail to support, according to accepted accounting and auditing standards, any MUNICIPALITY expenses. MUNICIPALITY PROVIDED INSURANCE 39. The MUNICIPALITY shall provide such insurance as will protect it from liabilities set forth below, which may arise out of or result from the MUNICIPALITY'S participation in the 1996 PROGRAM under this AGREEMENT, whether such liabilities arise out of the actions of the MUNICIPALITY or any MUNICIPALITY AGENT, or by anyone for whose acts any of them may be liable. a. Liabilities under workers' disability compensation, disability benefit and other similar employee benefit act. Any non-resident MUNICIPALITY AGENT (e.g., subcontractors) shall have insurance for benefits payable under Michigan's Workers' Disability Compensation Law for any employee resident of and hired in Michigan: and as respects any other employee protected by workers' disability compensation laws of any other state. The MUNICIPALITY shall have insurance or participate in a mandatory state fund to cover the benefits payable to any MUNICIPALITY AGENT. b. Liabilities for damages because of bodily injury, occupational sickness or disease, or death of his employees. c. Liabilities for damages because of bodily injury, sickness or disease, or death of any person other than any MUNICIPALITY AGENT, subject to limits of liability of not less than $300,000 each occurrence and, when applicable $300,000 annual aggregate, for non-automobile hazards and as required by law for automobile hazards. d. Liabilities for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom, subject to a limit of liability of not less than $50,000 each occurrence for non-automobile hazards and as required by law for automobile hazards. e. Insurance for the preceding two (2) subparagraphs non-automobile hazards on a combined single limit of liability basis shall not be less than $300,000 each occurrence and when applicable, $300,000 annual aggregate. The insurance shall be written for not less than any limits of liability herein specified or required by law, whichever is greater, and shall include contractual liability insurance as applicable to the MUNICIPALITY'S obligations under the indemnification provisions of this AGREEMENT. MUNICIPALITY INDEMNIFICATION OF COUNTY 40. The MUNICIPALITY agrees to indemnify, defend, and hold harmless the COUNTY and/or any COUNTY AGENT from any CLAIM(S), loss or damage connected to or resulting from any work done by the MUNICIPALITY andfor any MUNICIPALITY AGENT(S) under this AGREEMENT, unless such loss or damage is caused by the MUNICIPALITY and/or MUNICIPALITY AGENT(S) following direct instructions from a COUNTY AGENT(S). FIELD(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 12 .bSS 41. The MUNICIPALITY shall be solely and completely responsible for all other actions of any MUNICIPALITY AGENT(S). 42. The COUNTY shall be responsible for all actions of its AGENTS. DISCLAIMER OF ANY COUNTY WARRANTY 43. The MUNICIPALITY acknowledges that its decision to participate in the 1996 PROGRAM and enter this AGREEMENT is voluntary and with full knowledge, and that it is under no obligation to participate. In making this decision, the MUNICIPALITY has relied entirely upon its own investigation, and/or has had ample opportunity to conduct such an investigation, of all material facts, applicable laws, and all such other circumstances that might influence upon the MUNICIPALITY'S decision to enter this AGREEMENT. The COUNTY shall make available to the MUNICIPALITY, upon request, copies of any information it receives from the MDA in connection with the 1996 PROGRAM and the AERIAL SPRAYING. 44. The MUNICIPALITY agrees that this AGREEMENT does not and is not intended to create or include any COUNTY warranty, promise, or guaranty, either express or implied, of any kind or nature whatsoever, including any IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE in favor of the MUNICIPALITY, any MUNICIPALITY AGENTS, or any property owner or any other person residing in the MUNICIPALITY that the AERIAL SPRAYING component of the 1996 PROGRAM will result in any specific reduction or prevention of any damage to any tree by Gypsy Moths, any restoration or benefit to any tree already infested or weakened by Gypsy Moths, or that the 1996 PROGRAM and/or AERIAL SPRAYING contemplated therein is either safe or effective, or the safest and most effective means of suppressing the Gypsy Moth infestation, or any other performance-based 1996 PROGRAM outcome. The MUNICIPALITY agrees that the major operational components of the 1996 PROGRAM, including, but not limited to, the decision to use AERIAL SPRAYING for the deIivery of insecticide, the choice of insecticde, the insecticide application rates, the timing of such applications, etc., have been established under the terms of the MDA GRANT in which the MUNICIPALITY has voluntarily consented to participate and assume all risks described and outlined in this AGREEMENT LIMITATION OF LIABILITY 45. Except as expressly provided otherwise in this AGREEMENT, in no event shall the PARTIES be liable for any indirect, incidental, special or consequential damages, or damages incurred by either PARTY or any third person, whether in an action in contract or tort, whether or not the other PARTY has been advised of the possibility of such damages. The COUNTY'S liability for any damages hereunder shall in no event exceed the total MUNICIPALITY SPRAY COST amounts paid by MUNICIPALITY to the COUNTY. This AGREEMENT is intended to allocate the risks between the COUNTY and the MUNICIPALITY, and the PARTIES agree that the allocation of each PARTY'S efforts, costs, and obligations under this AGREEMENT reflect this allocation of risk and the limitations of liability specified herein. 46. The COUNTY under the terms of the MDA GRANT was limited in the selection and contract terms with the PESTICIDE APPLICATOR. The MUNICIPALITY, accordingly, agrees to waive any CLAIM(S) or liability against the COUNTY for any material defects, errors, mistakes. negligence, or omissions in the PESTICIDE APPLICATOR RFQ, the bid specifications, the bid procedure, the bid award process, the PESTICIDE APPLICATOR contract negotiation process, the preparation or execution of the PESTICIDE APPLICATOR contract, or any other errors or mistakes of fact by the COUNTY in the selection of the PESTICIDE APPLICATOR. The MUNICIPALITY agrees that at all times and for all purposes under this AGREEMENT the PESTICIDE APPLICATOR relationship to the COUNTY shall be that of an INDEPENDENT CONTRACTOR and not a COUNTY AGENT as defined herein. The MUNICIPALITY hereby agrees to waive any CLAIM(S) or liability against the COUNTY based in any manner upon any act or omission of the PESTICIDE APPLICATOR. FIELD(Municipallty) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 13 - • •.b3 CANCELLATION 47 Esther the COUNTY or the MUNICIPALITY may cancel this AGREEMENT for any reason without incurring any penalty or liability to any PARTY as a result before March 1, 1996, by delivering a written notice of cancellation of this AGREEMENT to the other PARTY. 48. The COUNTY may also cancel this AGREEMENT at anytime should the MUNICIPALITY "DEFAULT' on any obligation under this AGREEMENT. "DEFAULT' is defined as the failure of the MUNICIPALITY and/or any MUNICIPALITY AGENT to fulfill any MUNICIPALITY obligations under this AGREEMENT. If time permits, but not otherwise, upon DEFAULT the COUNTY shall notify the MUNICIPALITY in writing of any DEFAULT and provide the MUNICIPALITY an opportunity to correct the situation. If after a reasonable period to cure the DEFAULT, the MUNICIPALITY has not corrected the circumstances giving rase to the notice, the COUNTY may cancel this AGREEMENT and terminate the MUNICIPALITY'S further participation in the 1996 PROGRAM. 49. If, after the PESTICIDE APPLICATOR contract is finalized and the total 1996 PROGRAM acreage for AERIAL SPRAYING is known, should it become apparent that the AVERAGE COUNTY-WIDE SPRAY COSTS/ACRE will exceed S30.00 per acre, the COUNTY shall notify the MUNICIPALITY in writing of the then anticipated cost. The MUNICIPALITY, within five days after the receipt of such notice, but in no event after the SPRAY DAY(S) have been scheduled. may cancel this AGREEMENT by a written to the COUNTY. If the MUNICIPALITY cancels this AGREEMENT, based upon these higher than anticipated costs, as provided for in this Paragraph, all MUNICIPAL SPRAY COSTS that the MUNICIPALITY paid to the COUNTY. less any applicable PENALTIES for which the MUNICIPALITY is obligated, shall be returned to the MUNICIPALITY. The COUNTY may also unilaterally cancel this AGREEMENT should it appear that the AVERAGE COUNTY-WIDE SPRAY COSTS/ACRE will exceed $30.00 and shall have no further obligation to the MUNICIPALITY under this AGREEMENT. 50. The MUNICIPALITY acknowledges that the MDA may cancel the MDA GRANT at any time. In the event the MDA GRANT is canceled or otherwise materially reduced in scope for any reason, including but not limited to a lack of funding, a determination that AERIAL SPRAYING effort is too late to be effective, or any other operational reason, or should the expectations of the MDA GRANT REIMBURSEMENT materially change anytime before the SPRAY DAY(S), the COUNTY may also cancel this AGREEMENT by giving the MUNICIPALITY written notice of such cancellation. 1996 PROGRAM CHANGES 51. The MUNICIPALITY agrees that after March 1, 1996, should any MUNICIPALITY decision to cancel this AGREEMENT or otherwise change the total number acres or the configuration of any MUNICIPALITY SPRAY BLOCKS from that shown in Attachment "A" for any reason result in the COUNTY incurring any PENALTIES, as defined above, the MUNICIPALITY shall be liable and obligated to pay to the COUNTY the full amount of any and all PENALTIES incurred by the COUNTY. The MUNICIPALITY agrees that any amount due and owing to the COUNTY as PENALTIES shall be above and beyond any other amounts otherwise due and owing to the COUNTY under this AGREEMENT. The MUNICIPALITY shall not be permitted to add, delete, substitute or change the configuration of any MUNICIPALITY SPRAY BLOCKS as shown on Attachment "A" without the written approval of the COUNTY and the MDA. FORCE MAJEURE 52. Neither the COUNTY nor the MDA shall be liable to the MUNICIPALITY or any person for failure or delay in performance of any AERIAL SPRAYING obligation under this AGREEMENT if such failure or delay is caused by circumstances beyond the control of the COUNTY or the MDA. including, without limitation, failures resulting from weather delays, premature or delayed development of the Gypsy Moth caterpillars, high winds, unsafe flying conditions, circumstances that make the effectiveness of AERIAL SPRAYING to suppress the infestation less than optimal, any material changes in the MDA GRANT and/or REIMBURSEMENT schedules. accidents, labor stoppages, war, any default by the PESTICIDE FIELD(Munici patity) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 14 APPLICATOR, the inability to secure necessary materials or labor, governmental acts or regulations, acts of God, or other causes beyond the COUNTY'S or MDA'S control, whether or not similar to those above. The COUNTY agrees that, in any such event, the COUNTY shall communicate that fact to the MUNICIPALITY when such fact(s) becomes reasonably known. EFFECT OF CANCELLATION OR TERMINATION 53. The MUNICIPALITY agrees that any and all MUNICIPALITY 1996 PROGRAM obligations, including, but not limited to, any and all indemnification and hold harmless promises, insurance coverage(s), waivers of liability, liabilities, audit requirements, record-keeping requirements, any MUNICIPALITY payment obligations to the COUNTY, and/or any other related obligations provided for in this AGREEMENT with regard to any acts, occurrences, events, transactions, or CLAIM(S) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this AGREEMENT, shall survive the cancellation or completion of this AGREEMENT. The expiration, cancellation, or termination of this AGREEMENT shall be without prejudice to any rights or claims of either PARTY against the other and shall not relieve either PARTY of any obligations which, by their nature. survive expiration or termination of this AGREEMENT. 1996 PROGRAM COMPLETION 54. The AGREEMENT will be deemed completed when all MUNICIPALITY SPRAY BLOCKS have received the AERIAL SPRAYING planned, or when the Gypsy Moth larvae are too mature to be suppressed by AERIAL SPRAYING, g when 60% Or more of the forest canopy has already been defoliated as determined by the COUNTY or the MDA. NO nFi FnATION OF ANY GOVERNMENTAL AUTHORITY 55. The PARTIES reserve to themselves any rights and obligations related to the provision of any and all of each PARTY'S respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this AGREEMENT does not, and is not intended to, create. diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power. civil or legal responsibility, obligation, duly of care, liability, capacity, immunity, or authority of either the MUNICIPALITY or the COUNTY to any other person or PARTY. 56. The PARTIES agree that they may not assign, delegate, contract, subcontract or otherwise, transfer, promise, commit, or lend the other PARTY'S responsibilities, services, obligations, or duties under this AGREEMENT to any other person and/or public or private corporation, entity, or organizations of any kind except as expressly provided herein. AGREEMENT APPROVAL AND AMENDMENT 57. This AGREEMENT shall not become effective prior to the approval by concurrent resolutions of the COUNTY Board of Commissioners and the governing FIELD(Legislative Body) of the MUNICIPALITY. The approval and terms of this AGREEMENT shall be entered in the official minutes and proceedings of the COUNTY Board of Commissioners and governing FIELD(Legislative Body) of the MUNICIPALITY and shall also be filed with the office of the Clerk for the COUNTY and the MUNICIPALITY. In addition, this AGREEMENT, and any subsequent amendments, shall be filed with the Secretary of State for the State of Michigan by the COUNTY and shall not become effective or implemented prior to its filing with the Secretary of State. 58. Except as expressly provided herein, this AGREEMENT may be amended only by concurrent resolutions of the COUNTY Board of Commissioners and the governing FIELD(Legislative Body) of the MUNICIPALITY. This AGREEMENT shall not be changed, supplemented, or amended except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this AGREEMENT. F1ELD(Municipallty) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 15 AUDIT AND RECORD ACCESS 59. As required by the MDA GRANT, the MDA and/or the COUNTY shall have the right to audit the MUNICIPALITY from time to time, after reasonable written notice of its intended audit, in order to assess the MUNICIPALITY'S compliance with the terms of this AGREEMENT and to determine whether the MUNICIPALITY is following generally accepted accounting standards and/or complying with all MDA GRANT audit requirements and standards. The MUNICIPALITY shall similarly permit authorized State or federal Agents to make one or more such audits and program reviews. 50. The MDA and/or COUNTY shall have the right to initiate any audit for a period of three (3) years after the expiration of this AGREEMENT. Any audit initiated within this three (3) year period shall be concluded or otherwise terminated no later than four (4) years after the expiration of this AGREEMENT. 61. The project will be subject to an audit by the State prior to or after the final payment. In addition, Grantees that receive $25,000 or more in federal financial assistance annually shall have an audit performed in accordance with Federal Circular No. A-128. A copy of the audit is to be submitted to the Grant Administrator. 62. In conjunction with any audit MUNICIPALITY the MUNICIPALITY shall permit the COUNTY and/or the MDA full and complete availability and access to: a. Any and all original personnel records, including, but not limited to, work evaluations, references. wage records, time sheets and attendance records, of any MUNICIPALITY AGENTS, as requested, for purposes of program evaluation, fiscal audit pertaining to this AGREEMENT. b. All original records related to or necessary for determining any MUNICIPALITY ADMINISTRATIVE COSTS or any MUNICIPALITY costs or expenses related to this AGREEMENT, and/or any MUNICIPALITY costs or amounts submitted to the MDA for possible REIMBURSEMENT. aMiLYNIFKIT CIF PIINIIR RFCEIVED RY MUNICIPALITY IN EXCESS OF ACTUAL MDA APPROVED COSTS AND EXPENSES 63. The MUNICIPALITY agrees to repay the COUNTY, when and as requested, an amount equal to any and all dollar amounts paid to the MUNICIPALITY by the COUNTY in connection with this AGREEMENT which, based upon any audit finding or review of MUNICIPALITY'S records of actually incurred and paid expenses, are determined by the MDA or the COUNTY to: a. Have been either unreasonable and/or unnecessary MUNICIPALITY costs and expenses and/or expenses which were not actually incurred and paid by the MUNICIPALITY in connection with the 1996 PROGRAM. The MDA has defined "Reasonable Costs" as follows: A cost is reasonable if, in its nature and amount, it does not exceed that which would be incurred by a prudent person under the circumstances prevailing at the time the decision was made to incur the cost. In determining reasonableness of a given costs, consideration shall be given to: 1) whether or not the items are necessary and reasonable for proper and efficient performance of the agreement, and 2) Market prices for comparable goods or services, and 3) whether the individuals concerned acted with prudence in the circumstances considering their responsibilities to the governmental unit, its employees, the public at large, and the federal government. b. Have been ineligible or inappropriate for the payment of any REIMBURSEMENT to MUNICIPALITY under the terms and conditions of this AGREEMENT. c. MUNICIPALITY repayment to the COUNTY, if any, as a result of audit findings or MDA or COUNTY review of any MUNICIPALITY expenses shall be made by the MUNICIPALITY within ninety (90) days following receipt of the final audit report or other such notice from the MDA and/or FIELD(Munlcipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 16 '1. the COUNTY. The MUNICIPALITY'S obligation to repay the COUNTY, as set forth in this section, shall be absolute and unconditional and shall not be affected by the occurrence of either PARTY'S default of any term or condition of this AGREEMENT nor shall any other occurrence or event relieve, limit, or impair the obligation of the MUNICIPALITY to repay the COUNTY as provided for herein. The MUNICIPALITY further agrees that the COUNTY may, at its sole option, recover any such amounts by offsetting any amounts otherwise due and owing to the MUNICIPALITY by the COUNTY. MUNICIPALITY CONTRACTS FIR MERCHANDISE AND SERVICES 64. For purchases of services and merchandise made by the MUNICIPALITY or any MUNICIPALITY sub-contractor against or in anticipation of REIMBURSEMENT under the MDA GRANT, prior approval must be received from the MDA for any single items costing $1,000 or greater. A formal bid process must be followed for items of $10,000 or greater. A formal process consists of preparing an RFQ or bid to be sent to at least five possible bidders. The bid process must be carried out under the direction of the MDA or its representative. The MUNICIPALITY shall choose the lowest priced responsive and responsible bidder that meats the requirements of the bid in order to meet State and Federal procurement guidelines. MUNICIPALITY WAGES 65. As required by the MDA GRANT, any contract executed between the MUNICIPALITY and a contractor which requires or involves the employment of construction mechanics, defined as skilled or unskilled mechanics, laborers, workmen, helpers, associates. or apprentices working on projects funded or anticipated to be funded in any part from any REIMBURSEMENT from the MDA GRANT but not including executive, administrative, professional, office or custodial employees, shall contain the following terms: a, Rates of wages and fringe benefits to be paid to each class of construction mechanics by the MUNICIPALITY and all their contractors shall not be less than the wage and fringe benefit rates prevailing in the locality in which the work is to be performed, in addition, the MUNICIPALITY and all of their contractors agree to comply with all pertinent provisions of PA 166 of 1965, "An Act to require prevailing wages and fringe benefits on State projects; to establish the requirements and responsibilities of contracting agents and bidders; and to prescribe penalties." SUCCESSORS ANDASS1GNS BOUND 66. The Parties agree that this AGREEMENT shall be binding upon each of them and, to the extent permitted by law, upon their administrators, contractors, subcontractors, representatives, executors, trustees, successors and assigns, and all persons acting by, through, under, or in concert with any of them. NO THIRD-PARTY BENEFIT 67. Except as expressly provided herein for the benefit of the PARTIES, this AGREEMENT does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any PARTY's rights in this AGREEMENT, and/or any other right of any kind, in favor of any person, including, but not limited to, any MUNICIPALITY Resident, any Resident's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. SEVEFWILITY FIELD{Municipelity) MUNICIPALITY PARTICIPATION AGREEMENT 1995 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 17 68. Except as otherwise expressly provided for in this AGREEMENT, should any term or provision of this AGREEMENT be declared or be decided by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions of this AGREEMENT shall not be affected thereby. Notwithstanding the above, to the extent that any MUNICIPALITY promise to indemnify and hold harmless the COUNTY in this AGREEMENT may become unenforceable or uncollectible, the MUNICIPALITY shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law toward the payment and satisfaction of any CLAIM(S) against the COUNTY. NOTICES 69. The PARTIES shall send, by first class mail, all correspondence and written notices required or permitted by this AGREEMENT to the other PARTY'S signatory to this AGREEMENT, or that signatory's successor in office, to the addresses shown in this AGREEMENT. All correspondence or written notices shall be considered delivered to a PARTY as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. CHOICE OF LAW 70. This AGREEMENT is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this AGREEMENT is intended to and under all circumstances shall be construed as a whole according to its fair meaning and not construed strictly for or against any PARTY. As used in this AGREEMENT, the singular or plural, possessive or nonpossessive, shall be deemed to include the other whenever the context so suggests or requires. NO IMPI IFD WAIVERS OF RIGHTS UNDER THIS AGREEMENT 71. Absent an express written waiver, the failure of any PARTY to pursue any right granted under this AGREEMENT shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this AGREEMENT. No failure or delay by any PARTY in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. CAPTIONS 72. The paragraph numbers. headings, and captions contained in this AGREEMENT are intended for the convenience of the reader and not intended to have any substantive meaning and/or be interpreted as part of the AGREEMENT. CONCLUSION 73. This AGREEMENT, consisting of a total of ( ) pages. including the pages of Attachment "A' which is incorporated into and made part of this AGREEMENT, constitutes the complete and entire AGREEMENT between the MUNICIPALITY and the COUNTY and fully supersedes any and all prior agreements or contemporaneous representations or understandings, verbal or oral, between them concerning and in any way related to the subject matter of this AGREEMENT. It is further agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the MUNICIPALITY and the COUNTY in any way related to the subject matter hereof, except as expressly stated herein. 74. For and in consideration of the mutual promises, acknowledgments, and representations set forth in this AGREEMENT, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the COUNTY and the MUNICIPALITY hereby agree to be bound by the above terms and provisions. FIELD(Municipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 18 f.bYi FIELD(MuniGipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 19 t obil IN WITNESS WHEREOF, L. BROOKS PATTERSON, County Executive of the COUNTY OF OAKLAND, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners. a certified copy of which is attached, to execute this AGREEMENT on behalf of the COUNTY, and hereby accepts and binds the COUNTY to the terms and conditions of this AGREEMENT on this day of , 1996. FOR THE COUNTY OF OAKLAND: a Michigan Constitutional and Municipal Corporation FIELD(Municipality): a Michigan Constitutional and Municipal Corporation IN WITNESS WHEREOF, FIELD(Name), FIELD( Title) of the FIELD(Munrcipality), hereby acknowledges that FIELD(he/she) has been authorized by a resolution of the FIELD(Legislative Body) of FIELD(Name of Township/city/village), a certified copy of which is attached, to execute this AGREEMENT on behalf of the MUNICIPALITY, and hereby accepts and binds the MUNICIPALITY to the terms and conditions of this AGREEMENT on this day of , 1996. L. BROOKS PATTERSON, County Executive BY: BY: FIELD(Name), FIELD(Title) WITNESSED: BY: BY: FIELD(ClerkName), Clerk DATE: DATE: FIELD(MunIcipality) MUNICIPALITY PARTICIPATION AGREEMENT 1996 OAKLAND COUNTY GYPSY MOTH PROGRAM - Page 20 HE FOREGOING RESOLUTION 2_ -246 Date titams Resolution #96015 February 1, 1996 Moved by Taub supported by Wolf the resolution be adopted. Discussion followed. Vote on resolution: AYES: Kaczmar, Kingzett, Law, McCulloch, McPherson, Moffitt, Obrecht, Palmer, Pernick, Quarles, Schmid, Taub, Wolf, Amos, Crake, Devine, Dingeldey, Douglas, Garfield, Holbert, Huntoon, Jacobs, Jensen, Johnson. (24) NAYS: Powers. (1) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, 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 February 1, 1996 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 1st day of Februa;aL-1996. Lyn A D. Allen, County Clerk