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HomeMy WebLinkAboutResolutions - 2000.10.19 - 26219MISCELLANEOUS RESOLUTION (Misc. #00262) October 19, 2000 By: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: DEPARTMENT OF MANAGEMENT AND BUDGET / EQUALIZATION DIVISION - APPROVAL OF CONTRACTS FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWSON, CITY OF HAZEL PARK, CITY OF NOVI, CITY OF ORCHARD LAKE VILLAGE, CITY OF PLEASANT RIDGE, CITY OF WIXOM AND THE CHARTER TOWNSHIP OF HIGHLAND TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS, the Equalization Division provides a number of services to local units of government including original assessments, reappraisals, and file maintenance; WHEREAS, approval of these contracts with the local units is required from the Board of Commissioners. NOW, THEREFORE, BE IT RESOLVED, that the Oakland County Board of Commissioners hereby approves entering into individual contracts for the 2001 and 2002 tax years for Equalization Division Assistance Services with the following municipalities: 1. City of Clawson - for real and personal property 2. City of Hazel Park - for real and personal property 3. City of Novi - for personal property 4. City of Orchard Lake Village - for personal property 5. City of Pleasant Ridge - for real and personal property 6. City of Wixom - for personal property 7. Charter Township of Highland - for personal property and file maintenance of real property BE IT FURTHER RESOLVED that the Board of Commissioners' Chairperson is authorized to sign these contracts, copies of which are attached. BE IT FURTHER RESOLVED that the Oakland County Clerk shall receive and file the executed contracts with the forenamed municipalities and forward a copy of the same to the Secretary of State as required by law. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Obrecht, Millard and Douglas absent. STATE OF MICHIGAN ott RECEIVED FOR FILING OAKLAND COUNTY CLERK CANDICE S. MILLER, Secretary of State MICHIGAN DEPARTMENT OF STATE 2000 NOV -9 A 9: 414 LANSING, MICHIGAN 48918-0001 November 2, 2000 Oakland County G. William Caddell, County Clerk 1200 N. Telegraph Road Pontiac, MI 48341-0413 Dear Mr. Caddell: This letter acknowledges receipt and filing by the Oakland County Board of Commissioners on November 1, 2000, with the Secretary of State, Resolution #00262, approving contracts between Oakland County Equalization Division Assistance Services and the City of Clawson, City of Hazel Park, City of Novi, City of Orchard Lake Village, City of Pleasant Ridge, City of Wixom and the Charter Township of Highland. Sincerely, BY: DEPUTY COUNTY CLERK kanie Kollek Office of the Great Seal (517) 335-0718 PATRICK D. CAMPBELL DEPUTY CLERK — REGISTER STEPHANIE A. SCHROEDER Chief Deputy County Clerk Director of Elections Chief Deputy Register G. WILLIAM CADDELL OAKLAND COUNTY CLERK — REGISTER OF DEEDS PONTIAC MI 48341-0413 MARY JO HAMMOND SUE PAYNE October 27, 2000 State of Michigan Great Seal & Registration Unit Helen Kruger, Supervisor P.O. Box 20126 Lansing MI 48901-0726 Dear Ms. Kruger, Enclosed you will find Miscellaneous Resolution #00262, Department of Management & Budget/Equalization Division — Approval of Contracts for Oakland County Equalization Division Assistance Services with the City of Clawson, City of Hazel Park, City of Novi, City of Orchard Lake Village, City of Pleasant Ridge, City of Wixom and the Charter Township of Highland. The contracts are attached to the resolution. This resolution was adopted by the Oakland County Board of Commissioners on October 19, 2000. Please acknowledge receipt of same. G. William Caddell Oakland County Clerk/ Register of Deeds Encl. iak ADMINISTRATIVE OFFICES 1200 N TELEGRAPH RD DEPT 413 PONTIAC MI 48341-0413 (248) 858-0560 COUNTY CLERKS OFFICE 1200 N TELEGRAPH RD DEPT 413 PONTIAC MI 48341-0413 (248) 858-0581 ELECTION DIVISION 1200 N TELEGRAPH RD DEPT 413 PONTIAC MI 48341-0413 (248) 858-0564 REGISTER OF DEEDS OFFICE 1200 N TELEGRAPH RD DEPT 480 PONTIAC MI 48341-0480 (248) 858-0605 www.co.oakland.mi.us CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSrST NCE SERVICES WITH THE CITY OF CLAW ON This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWSON, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF CLAWSON, a Michigan Constitutional and Municipal Corporation whose address is 425 North Main Street, Clawson, Michigan 48017 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties." INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Mic igan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and as essments for all nonexempt real and personal property located within the geographic boundari s of the Municipality for the purpose levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may fu ish assistance to local assessing officers in the performance of certain of these legally man ated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the "Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for ii this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested "Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: DEFINED TERMS In addition to the above defined terms (i.e., "Contract", "County", "Municipality", "Party" and "Parties", and "State"), the Part es agree that the following words and expressions when printed with the first letter capitalized a shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or ei her within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be definOd as any and all Oakland County CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF CLAWSO Page 1 §1. elected officials, appointed officials, directors, bo rd members, council members, commissioners, authorities, other boards, C0131Mi ees, commissions, employees, managers, departments, divisions, volunteers, a ents, representatives, and/or any such persons' successors or predecessors, agents, e ployees, attorneys, or auditors (whether such persons act or acted in their personal repre entative or official capacities), and/or any persons acting by, through, under, or in con ert with any of them, excluding the Municipality and/or any Municipality Agents, as d fined herein. "County Agent" and/or "County Agents" shall also include any person w o was a County Agent anytime during the term of this Contract but, for any reason, is n longer employed, appointed, or elected and serving as a County Agent. 1.2. "Equalization Division Personnel" as used in this Contract shall be defined as a specific subset of, and included as part of the larger grou of County Agents as defined above, and shall be further defined as any and all Coun Agents specificaily employed and assigned by the County to work in the Equalizati n Division of the County's Department of Community and Economic Development as sho n in the current County budget and/or personnel records of the County. For any and al purposes in this Contract, any reference to County Agents shall also include within that te any and all Equalization Division Personnel, but any reference in this contract to E ualization Division Personnel shall not include any County Agent employed by the Cou in any other function, capacity or organizational unit of the County other than the qualization Division of the Department of Community and Economic Development. 1.3. "Municipality Agent" or "Municipality Agents", sh- ll be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committee., commissions, employees, managers, departments, divisions, volunteers, agents, repre.entatives, and/or any such persons' successors or predecessors, agents, employees attorneys, or auditors (whether such persons act or acted in their personal, represent- tive, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Ag -nt and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality gent" shall also include any person who was a Municipality Agent at any time during this ontract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all Illeged losses, claims, complaints, demands for relief or damages, suits, causes of -ction, proceedings, judgments, deficiencies, liability, penalties, litigation costs ano 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 s-ttlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever whi.h are imposed on, incurred by, or asserted against either the County and/or any Ciunty Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, •r any other liabilities of any kind whatsoever, whether direct, indirect or conseque tial, whether based upon any alleged violation of the constitution (federal or State), an statute, rule, regulation or the common law, whether in law or equity, tort, contract, or ot erwise, and/or whether commenced or threatened and arising out of any alleged breach if any duty by the County and/or any County Agent to any third-person, the Municipali , including any Municipality Agent or any Municipality Taxpayer under or in connection wit this Contract or are based on or result in any way from the County's and/or any County • gent's participation in this Contract. _ 1.5. "Municipality Taxpayer" shall be defined as any aid all residents, property owners, person, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxqs assessed by the Municipality pursuant CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWS() Page 2 to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Deoartment of Treasury. § 2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either "Equalization Division Assistance Services" or "Services"). 2.1. "EQUALIZATION DIVISION ASSISTANCE SERVICES" OR "SERVICES" TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2001 and 2002 tax years as required by laws of the State of Michigan. The County agrees to make assessments of both real and personal property within the Municipality pursuant to MCL 211.10d. 1 2.1.2. The Equalization Division personnel will ppraise all new property, process all real and personal property description chang s, prepare the assessment roll for real and personal property in the Municipal' • attend March, July and December Boards of Review and other such duties s required by the State General Property Tax Laws. The Equalization Di ision personnel will also process all State Tax Tribunal appeals and appear t all hearings with the Municipality before the Tax Tribunal, as long as there is a c rrent contract in effect. e 2.2. PURPOSE OF COUNTY "SERVICES" The Part es agree that the purpose of any and all "Equalization Division Assistance Services" or "S rvices" to be performed under this Contract shall be to assist (e.g., to help, aid, len, support, and/or participate in as an auxiliary, to contribute effort toward completion o a goal, etc.) the Municipality in the performance of that Municipality's official functio s, obligations, and Municipality's legal responsibilities for property tax appraisal and as essment pursuant to the applicable State Property Tax Laws. i 2.3. MANNER COUNTY TO PROVIDE SERVICES he Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be perf rmed solely and exclusively by the County's "Equalization Division Personnel" as de ined herein. 2.3.1. Equalization Division Personnel shall be mployed and assigned by the County in such numbers and based on such appro rate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall e solely and exclusively responsible for furnishing all Equalization Division Pers nel with all job instructions, job descriptions and job specifications and s all in all circumstances control, supervise, train or direct all Equalization ivision Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided or herein, the Parties agree and warrant that, at all times and for all purposes reletant to this Contract, the County shall CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWS° Page 3 remain the sole and exclusive employer Division Personnel and that the County for any and all County Agents' past, pre overtime wages, expenses, fringe benefi expenses, mileage allowances, training other allowances or reimbursements of workers' disability compensation benefit Security Act protection(s) and benefits, statutory or contractual right or benefit b County Agent's employment status. f all County Agents and Equalization hall remain solely and completely liable nt, or future wages, compensation, s, pension or retirement benefits, travel xpenses, transportation costs, and/or fly kind, including, but not limited to, , unemployment compensation, Social fly employment taxes, and/or any other sed on or in any way related to any 2.3.4. This Contract is neither intended, nor sh grant, modify, supplement, supersede, a manner, form, or at any time, any right, condition of employment, of any kind or County Agent or Equalization Division P County employment and/or union contra regulation(s), hours of work, shift assign directive(s), ethical guideline(s), etc., wh and control the employment relationship Agent or Equalization Division Personne County Agent or any Equalization Divisi otherwise limit, this Contract does not a control, or otherwise affect, in any mann ll it be interpreted, to create, change, ter, or otherwise affect or control, in any rivilege, benefit, of.any other term or ature whatsoever, in, upon, or for any rsonnel with the County, any applicable t, and/or any County rule(s), ent, order(s), policy(ies), procedure(s), ch shall, solely and exclusively, govern between the County and any County and/or the conduct and actions of any n Personnel. To illustrate, but not d shall not be interpreted to limit, modify, 2.3.4.1 The County's sole and exclusive discretion to employ, compensa reclassify, discipline, demote, la Division Personnel and/or pay a Personnel's wages, salaries, all compensation, fringe benefits, o terms and conditions of employ decisions that affect, in any way Division Personnel with the Cou collective bargaining Contracts. right, obligation, responsibility, and , assign, reassign, transfer, promote, off, furlough, discharge any Equalization y and all Equalization Division wances, reimbursements, otherwise decide any and all such ent and make any and all employment the employment of any Equalization ty, subject only to its applicable 2.3.4.2 The County's sole and exclusive determine, establish, modify, or policies, procedures, orders, rul any other judgment, policy or dir controls any activity of any Cou Personnel, any necessary Coun Personnel's training standards o required supervision, any and al sequence or manner of perform training, or education required f performing any County duty or o right, obligation, and responsibility to mplement any and all operational s, regulations, ethical guidelines, and/or ctive which, in any way, governs or Agent or Equalization Division Agent or Equalization Division proficiency(ies), any level or amount of standards of performance, any nce, and any level(s) of experience, r any Equalization Division Personnel ligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as e this Contract and/or laws of this State, n Personnel, while such person is currentl remains on the payroll of the County as utilized, or perform any other services, o manner or capacity, or otherwise be ava assignments by or for the Municipality d section shall not prohibit the Municipalit pressly provided for under the terms of County Agent or Equalization Division and/or actively employed or otherwise County Agent shall be employed, any kind, directly or indirectly, in any lable to perform any other work or ring the term of this Contract. This from employing any person who was a CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWS° Page 4 former County Agent but is no longer em loyed in that capacity by the County. 2.3.6. Except as otherwise expressly provided y the Contract and/or applicable State law, the Parties agree and warrant that n ither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed o be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise prov de, furnish or assign any Equalization Division Personnel with any job instructio s, job descriptions, job specifications, or job duties, or in any manner attempt tc control, supervise, train, or direct any Personnel in the performance of any Co nty's Equalization Division Assistance Services duty or obligation under the terris of this Contract. 2.4. MIT XC SION ON • NTY " ER I " Except as otherwise expressly provided for within this Contract, neither the Cou ty nor any County Agents shall be responsible for assisting or providing any other " ervices " or assistance to the Municipality or assume any additional responsibil ty for assisting the Municipality in any other way or manner with any Municipality obliga ions under any and all State Property Tax Laws, including, but not limited to, providing :ny attorney or legal representation to the Municipality or any Municipality Agent at any iroceeding before the Michigan Tax Tribunal or any other adjudicative body or court, :xcept as expressly provided for in this Contract. 1 2.4.1. The Municipality shall, at all times and u der all circumstances, remain solely liable for any and all costs, legal obligati s, andlor civil liabilities associated with or in any way related to any Municipality ax appraisal or assessment functions or any other Municipality legal obligation un er any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend ny such claim or challenge before the State Tax Tribunal or any other court or r view body. r1,1 I 2.4.2. Except for those express statutory and/o regulatory obligations incumbent only upon licensed Equalization Division Pers nnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Asse sors) to defend property tax appraisals and assessments that they either perfor ed, or were otherwise performed under their supervision, before the Michigan Ta Tribunal, the Parties agree that no other County Agents, including any Coun attorneys shall be authorized, required and/or otherwise obligated under this Co tract or pursuant to any other agreement between the Parties to provid any legal representation to or for the Municipality and/or otherwise defend, ch Ilenge, contest, appeal, or argue on behalf of the Municipality before the Mich gan Tax Tribunal or any other review body or court. § 3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2002, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. § 4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly _ provided for in this Contract, the Municipality agrees that Ihis Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF CLAWSO Page 5 I times remain responsible for the ties or obligations under any and all is Contract shall relieve the Municipality plicable State Property Tax Law. and remain responsible for compliance regulations, and agency requirements of this Contract or with any Municipality erty Tax Law. er term or condition in this Contract, hall it be construed, as a waiver of any applicable court decisions, by either s County or Municipal Agents. ct, nothing in this Contract shall be d County Board of Commissioners rther equalize Municipality property any Municipality assessment(s) of Tax Laws, including, but not limited to e Michigan Tax Tribunal. set forth in this Contract, the years 2000-2001 and 2001-2002, the 11.47 per year for personal property ent for the 2000-2001 contract is due 001-2002 contract is due and payable ct, there are additional services nal fees to be paid by the Municipality. d the regular County working hours to rsonnel's overtime rate and charged to scribed in this Contract, with the 1) 4.1. The Municipality shall, at all times and underAll ircumstances, remain solely liable for any and all costs, legal obligations, and/or civil Ii bilities associated with or in any way related to any Municipality tax appraisal or asses ment functions or any other Municipality legal obligation. The Municipality agrees that un er no circumstances shall the County be responsible for any and all costs, obligations, an /or civil liabilities associated with its Municipality function or any responsibility under ny State Property Taxes Law. 4.2. The Municipality shall not incur or create any de ts, liens, liabilities or obligations for the County and shall take all necessary steps to ens re that any debts, liens, liabilities or obligations that the Municipality may incur shall t become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at al ultimate completion of any and all Municipality d applicable State Property Tax Laws. Nothing in of any Municipality duty or obligation under any 4.4. The Municipality and Municipality Agents shall b with all federal, State, and local laws, ordinances in any manner affecting any work or performanc duty or obligation under any applicable State Pro § 5. NO DELEGATION OR DIMINUTION OF ANY GOVERN ENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related Party's respective governmental services, authority, resp expressly provided otherwise herein, this Contract does diminish, delegate, transfer, assign, divest, impair, or con and/or other legal right, privilege, power, civil or legal res liability, capacity, immunity, authority or character of offic or Party. the provision of any and all of each nsibilities, and obligations. Except as ot, and is not intended to, create, ravene any constitutional, statutory, onsibility, obligation, duty of care, of either the Party to any other person 5.1. The Parties further agree, notwithstanding any ot that no provision in this Contract is intended, nor governmental immunity, as provided by statute o Party, either for that Party and/or any of that Pa 5.2. Notwithstanding any other provision in this Contr deemed to, in any way, limit or prohibit the Oakla statutory rights and obligations to review and/or f values or tax assessments and/or further act upo property taxes under any applicable State Prope challenging any Municipality assessment before § 6. PAYMENT SCHEDULE In consideration of the promise Municipality agrees to pay to the County: For the contrac sum of $12.60 per year for real property description and description rendered during the life of this Contract. Pay and payable on or before July 1, 2001. Payment for the on or before July 1, 2002. If during the term of this Contr requested of the County, the Parties shall negotiate addit 6.1. All time incurred for Board of Review dates beyo be billed at the applicable Equalization Division p the Municipality over and above any other fees d following exceptions: CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWS° Page 6 6.1.1. One evening meeting as required by,lawlunder MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the MuniOpality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and real and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. The Municipality further agrees that if there is an amount due and owing to the County under this Contract, which is still unpaid at the tine the County distributes funds to the Municipality from the Delinquent Tax Revolving und (DTRF), the County shall be entitled to reduce, set-off, and permanently retain any ar ount due to the municipality from i Delinquent Tax Revolving Fund (DTRF) by any s ch amount then ;till due and owing the County pursuant to this Contract. § 7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. rt‘,: 7.1. The Parties agree that this Contract does not an is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipal ty, and/or any Municipality Agents, or any Municipality Taxpayer or any other person o entity, or that the County's efforts in the performance of any obligation under this Contrac will result in any specific monetary benefit or efficiency, or increase in any tax reven e for the Municipality, or will result in any specific reduction or increase in any prope dssessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, o any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful term nation, and/or any default of any term or condition of this Contract by either the County or ny County Agent, the County and/or any County Agent shall not be liable to the Muni pality for any indirect, incidental, special or consequential damages, including, but not limi ed to any replacement costs for County Services; any loss of income or revenue, and/or ny failure by the Municipality to meet any Municipality obligation under any applicable tate Property Tax Laws, or any other economic benefit or harm that the Municipality m y have realized, but for any alleged breach, wrongful termination, default and/or can Ilation of this Contract, or damages beyond or in excess of the amount(s) of any amo nt paid to, received or retained by the County at the time of the alleged breach or defau t in connection with or under the terms of this Contract, whether such alleged breach or efault is alleged in an action in contract or tort and/or whether or not the Municip lity has been advised of the possibility of such damages. This provision and this Contr t is intended by the Parties to allocate the risks between the Parties, and the Parties ag ee that the allocation of each Party's efforts, costs, and obligations under this Contrac reflect this allocation of each Party's risk and the limitations of liability as specified herein. ‘si, 7.3. Notwithstanding any other provision in this Contr ct, with regard to any and all alleged losses, claims, complaints, demands for relief or amages, suits, causes of action, proceedings, judgments, deficiencies, liability, pe alties, litigation costs and expenses, including, but not limited to, any reimbursement f r reasonable attorney fees, witness fees, court costs, investigation and/or litigation e penses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind hatsoever which are imposed on, incurred by, or asserted against the Municipality r any Municipality Agent by any third person, including but not limited to any Municipal ty Agent or Municipality Taxpayer, arising out of any activities or Services to be carr ed out by any County Agent in the CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF CLAWS() Page 7 , performance of this Contract, the Municipality he eby agrees that it shall have no rights pursuant to or under this Contract against thq C nty and/or any County Agents to or for any indemnification (i.e., contractually, legally, e uitably, or by implication) contribution, subrogation, or other right to be reimbursed by t County and/or any of County Agents based upon any and all legal theories or alleged *ghts of any kind, whether known or unknown, for any and all alleged losses, claims, omplaints, demands for relief or damages, judgments, deficiencies, liability, penal ies, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against either the Municipality and which are alleged to have arise under or are in any way based or predicated upon this Contract. 1 § 8. MUNICIPALITY AGENTS AND COOPERATION WITH HE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during e term of this Contract, for guaranteeing that all Municipality Agents fully cooperate frith Equalization Division Personnel in the performance of all County Services under this Contra t. 8.1. The Municipality shall employ and assign qualifie Municipality Agents, as defined in this Contract, as necessary and appropriate to provid for any and all of Municipality's legal obligations for collecting any and all property tax s pursuant to all applicable State Property Tax Laws. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as de ided by the Municipality. The Municipality agrees that it shall be solely respons ble for furnishing all Municipality Agents with all job instructions, job descriptions and job pecifications and shall solely control, direct, and supervise all Municipality Agents and hall be solely responsible for the means and manner in which Municipality's duties or obli ations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely an completely liable for any and all Municipality Agents' past, present, or future wag s, compensation, overtime wages, expenses, fringe benefits, pension or retirement enefits, travel expenses, mileage allowances, training expenses, transportation co ts, and/or other allowances or reimbursements of any kind, including, but not Ii ited to, workers' disability compensation benefits, unemployment compensation, Social S curity Act protection(s) and benefits, any employment taxes, and/or any other statutory or ontractual right or benefit based on or in any way related to any Municipality Agent's empl yment status or any alleged violation of any Municipality Agent's statutory, contractual (e. ., union, employment, or labor contract), constitutional, common law employme t right, and/or civil rights by the Municipality. The Municipality agrees to indemni and hold harmless the County from and against any and all Claim(s) which are impo ed upon, incurred by, or asserted against the County or any County Agent by any unicipality Agent and/or which are based upon, result from, or arise from, or are in any wa related to any Municipality Agent's wages, compensation, benefits, or other employ ent-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Age t shall, by virtue of this Contract or otherwise, be considered or claimed to be an em loyee of the County and/or a County Agent. This Contract does not grant or confer, a d shall not be interpreted to grant or confer, upon any Municipality Agents or any othe individual any status, privilege, right, or benefit of County employment or that of a County Agent. 11 § 9. INDEPENDENT CONTRACTOR The Parties agree that t all times and for all purposes under the terms of this Contract, the County's and/or any and al County Agents' legal status and relationship to the Municipality shall be that of an lndepe dent Contractor. Except as expressly provided herein, each Party will be solely responsible for he acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implie , shall arise or accrue to either Party as CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWS° Page 8 a result of this Contract. § 10. COUNTY PRIORITIZATION OF COUNTY RESOURCEE agrees that this Contract does not, and is not intended to of the Municipality, or any correspondent absolute duty oi guarantee that any specific number(s) or classification of given day to provide County services to the Municipality. The Municipality acknowledges and create either any absolute right in favor obligation upon the County, to 3ounty Agents will be present on any § 11. INDEMNIFICATION The Municipality shall not be obligal ordered judgment or award to a third party for which a col and/or any County Agent was solely negligent or at fault. indemnify and hold the County and/or any County Agent I Claim(s) which are imposed upon, incurred by, or asserte Agent by any Municipality Agent under any circumstance upon, result from, or arise from, or are in any way related negligence or intentional act(s) or omission(s) by the Mur including, but not limited to: (a) any alleged breach of lel and/or any Municipality Agent; (b) any alleged failure by Agent to comply with any Municipality duty or obligation ii Claim(s) based in any way upon any Municipality or Muni equipment, or any other event, occurrence, duty, or °Wig; ed to pay any portion of any court irt has determined that the County However, the Municipality agrees to, 'armless from and against any and all d against the County and/or any County 3 or by any persori.which are based to any alleged error, mistake, licipality and/or any Municipality Agent, )al duty to any person by the Municipality the Municipality or any Municipality this Contract; and/or (c) any other cipality Agent's services, buildings, ition related or attendant thereto. § 12. CANCELLATION OR TERMINATION OF THIS CONT CT Except as follows, and notwithstanding any other term or provision in any other a minimum of ninety (90) calendar days written notice to completely terminate this Contract for any reason, includi penalty, expense, or liability to the other Party. The effed clearly stated in the notice. ection of this Contract, either Party, upon he other Party, may cancel and/or ig convenience, without incurring any lye date for any such termination is to be 12.1. At 5:00 p.m. on the effective date of the cancella and/or County obligations under this Contract, e) expressly surviving cancellation as provided for i ion of this Contract all Municipality cept those rights and obligations this Contract, shall end. 12.2. The Municipality agrees that any and all MunicipE to, any and all indemnification and hold harmless keeping requirements, any Municipality payment other related obligations provided for in this Cont events, transactions, or Claim(s) either occurring transactions that occurred before the cancellatior survive the cancellation or completion of this Con llity obligations, including, but not limited promises, waivers of liability, record- obligations to the County, and/or any -act with regard to any acts, occurrences, or having their basis in any events or or completion of this Contract, shall tract. § 13. EFFECTIVE DATE. CONTRACT APPROVAL. AND AM Contract, and/or any subsequent amendments thereto, si approval by concurrent resolutions of both the Oakland C City Council of Clawson. The approval and terms of this subsequent amendments thereto, shall be entered in the the Oakland County Board of Commissioners and the Cit filed with the office of the Clerk of the County and the Cle NDMENT The Parties agree that this all not become effective prior to the )unty Board of Commissioners and the .:ontract, and/or any possible )fficial minutes and proceedings of both Council of Clawson and shall also be k for the City of Clawson. § 14. The Parties agree that this Contract, and/or any possible with the Michigan Secretary of State and this Contract, a amendments, shall not become effective prior to this reqi 14.1. The Parties agree that except as expressly provi changed, supplemented, or amended, in any ma no other act, verbal representation, document, Li: subsequent amendments, shall be filed id/or any possible subsequent ired filing with the Secretary of State. led herein, this Contract shall not be vier, except as provided for herein, and age or custom shall be deemed to CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWSO Page 9 amend or modify this Contract in any manner. § 15. NO THIRD-PARTY BENEFICIARIES Except as express Parties (i.e., County or Municipality), this Contract does n implication or otherwise, any direct or indirect obligation, indemnified (i.e., contractually, legally, equitably, or by im subrogated to any Party's rights in this Contract, and/or a person, including, but not limited to, any County Agent or Taxpayer, any Taxpayer's legal representative, any orga or assignee, and/or any other person. y provided herein for the benefit of the t, and is not intended to, create, by uty, promise, benefit, right to be lication) and/or any right to be y other right of any kind, in favor of any unicipality Agent or any Municipality ization, any alleged unnamed beneficiary § 16. CONSTRUED AS A WHOLE The language of all parts cases, shall be construed as a whole according to its fair or against any party. As used in this Contract, the singul nonpossessive shall be deemed to include the other whe requires. this Contract is intended to and, in all eaning, and not construed strictly for r or plural number, possessive or ever the contest so suggests or § 17. CAPTIONS The section headings or titles and/or all sect are intended for the convenience of the reader and not in and are not to be interpreted as part of this Contract. on numbers contained in this Contract ended to have any substantive meaning § 18. NOTICES. Except as otherwise expressly provided for h invoices, and/or any other written notices required, permi be delivered to either Party shall be sent to that Party by including any notice canceling or terminating this Contrac the other Party's signatory to this Contract, or that signat addresses shown in this Contract. All correspondence or delivered to a Party as of the date that such notice is dep U.S. Postal Service. rein, any and all correspondence, ed or provided for under this Contract to rst class mail. All such written notices, as provided for herein, shall be sent to ry's successor in office, at the written notices shall be considered sited with sufficient postage with the § 19. WAIVER OF BREACH The waiver of a breach of any pr or be construed as a waiver of any subsequent breach. granted to either party or allowed it by law shall be cumul vision of this Contract shall not operate ach and every right, remedy and power tive and not exclusive of any other. § 20. ENTIRE CONTRACT This Contract, consisting of a total entire agreement between the County and the Municipali agreements or understandings between them in any way further understood and agreed that the terms and conditi mere recital and that there are no other agreements, und representations between the County and the Municipality hereof, except as expressly stated herein. This Contract orally and may be amended only as otherwise provided h of eleven (11) pages, sets forth the and fully supersedes any and all prior elated to the subject matter hereof. It is ns herein are contractual and are not a rstandings, contracts, or n any way related to the subject matter hall not be changed or supplemented rein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI WITH THE CITY OF CLAWSO Page 10 ION ASSISTANCE SERVICES EXECUTED: ara L. lseppi, Mayoi- City of Clawson Carol A. Kanirie, Clerk City of Clawson 494/JA-L-L- WITNESSED: For and in consideration of the mutual assurances, promises, ackiowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. ,,;.;.4.02121CIL:44.14,426LEAL.,:.; 41:ZattaZgailavzott.;;;VA...,•.....ti. IN WITNESS WHEREOF, Barbara L. lseppi, Mayor of the City of tlawson, hereby acknowledges that she has been authorized by a resolution of the City Council of Clawsol, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. DATE: DATE: IN WITNESS WHEREOF, John P. McCulloch, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: John Pi MelCulloch, Chairperson Oaklan4I qounty Board of Commissioners DATE: 1.0 lo-0 WITNESSED: 7//%4146.04ezet_ DATE: ID )- /iv() G. illiam Caddell, Clerk, Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF CLAWS() Page 11 CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL PARK This rnkrroArsT crno nmei onin rnt [MTV Pni itd i7ATIoN nivisioN ASSISTANCE SERVICES WITH THE CITY OF HAZEL PARK, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341(hereafter, the "County'), and the CITY OF HAZEL PARK, a Michigan Constitutional and Municipal Corporation whose address is 111 East Nine Mile Road, Hazel Park, Michigan 48030 (hereafter, the "Municipality"). In this Contact, either the County and/or the Municipality may also be referred to individually as a "Party" or jo ntly as "Parties." JNTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Ac (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and a essments for all nonexempt real and personal property located within the geographic boundar es of the Municipality for the purpose levying State and local property taxes. B. The Parties recognize and agree that absent an agreem nt such as this, or pursuant to an order of the State Tax Commission mandating the County to p rform all or some of the property tax appraisal and tax assessment responsibilities for real an /or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), th County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally ma idated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalizatio) Division assistance in performing the "Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equali ation Division Personnel," as defined herein, possessing the requisite knowledge and expertis and is agreeable to assisting the Municipality by providing the requested "Equalization Di ision Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: i.i DEFINED TERMS In addition to the above defined ter s (i.e., "Contract", "County", "Municipality", "Party" and "Parties", and "State"), the P rties agree that the following words and expressions when printed with the first letter capitalized s shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or wither within or without quotation marks, shall, be defined and interpreted as follows: CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL P RK Pagel §1. "County Agent" or "County Agents" shall be defin d as any and all Oakland County elected officials, appointed officials, directors, bo rd members, council members, commissioners, authorities, other boards, commi ees, commissions, employees, managers, departments, divisions, volunteers, a ents, representatives, and/or any such persons' successors or predecessors, agents, e ployees, attorneys, or auditors (whether such persons act or acted in their personal repre entative or official capacities), and/or any persons acting by, through, under, or in con rt with any of them, excluding the Municipality and/or any Municipality Agents, as d fined herein. "County Agent" and/or "County Agents" shall also include any person w o was a County Agent anytime during the term of this Contract but, for any reason, is n longer employed, appointed, or elected and serving as a County Agent. ( 1.2. "Equalization Division Personnel" as used in this ontract shall be defined as a specific subset of, and included as part of the larger grou of County Agents as defined above, and shall be further defined as any and all Count Agents specifically employed and assigned by the County to work in the Equalizati n Division of the County's Department of Community and Economic Development as sho n in the current County budget and/or personnel records of the County. For any and al purposes in this Contract, any reference to County Agents shall also include within that te m any and all Equalization Division Personnel, but any reference in this contract to qualization Division Personnel shall not include any County Agent employed by the Cou ty in any other function, capacity or organizational unit of the County other than the qualization Division of the Department of Community and Economic Development. 1.3. "Municipality Agent" or "Municipality Agents", sh II be defined to include any and all Municipality officers, elected officials, appointed fficials, directors, board members, council members, authorities, boards, committee , commissions, employees, managers, departments, divisions, volunteers, agents, repr entatives, and/or any such persons' successors or predecessors, agents, employees attorneys, or auditors (whether such persons act or acted in their personal, represent tive, or official capacities), and/or any and all persons acting by, through, under, or in c ncert with any of them, except that no County Agent shall be deemed a Municipality Ag nt and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality gent" shall also include any person who was a Municipality Agent at any time during this ontract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of :ction, proceedings, judgments, deficiencies, liability, penalties, litigation costs a d 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 -ettlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever whi , h are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any Count Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequzntial, whether based upon any alleged violation of the constitution (federal or State), an statute, rule, regulation or the common law, whether in law or equity, tort, contract, or ot erwise, and/or whether commenced or threatened and arising out of any alleged breac of any duty by the County and/or any County Agent to any third-person, the Municipali y, including any Municipality Agent or any Municipality Taxpayer under or in connection wit this Contract or are based on or result in any way from the County's and/or any County Agent's participation in this Contract. 1.5. "Municipality Taxpayer" shall be defined as any and all residents, property owners, person, or taxable entities within the Municipality, or their representatives or agents, who CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL P RK Page 2 .1 1.1. may be liable or responsible for any property tals assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michiga ," a sovereign governmental entity of the United States, and shall also include within its d inition any and all departments or agencies of State government including specific Ily, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the state Deoartment of Treasury. § 2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either "Equalization Division Assistance Services" or "Services"). 2.1. "EQUALIZATIQLLWILI-sinm assisTANcF SFRyjCFS" OR "SERVICES" TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following achy ties: 2.1.1. This Contract is to provide for annual as essment of real and personal property through the 2002 tax year as required b laws of the State of Michigan. The County agrees to make assessments of both real and personal property within the Municipality pursuant to MCL 211.1 d. 1 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description chan es, prepare the assessment roll for real and personal property in the Municipalit ; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization D vision personnel will also process all State Tax Tribunal appeals and appear t all hearings with the Municipality before the Tax Tribunal, as long as there is a c rrent contract in effect. .2); 2.2. PURPOSE OF COUNTY "SERVICES" The Pa ies agree that the purpose of any and all "Equalization Division Assistance Services" or " ervices" to be performed under this Contract shall be to assist (e.g., to help, aid, len support, and/or participate in as an auxiliary, to contribute effort toward completion f a goal, etc.) the Municipality in the performance of that Municipality's official functi s, obligations, and Municipality's legal responsibilities for property tax appraisal and as essment pursuant to the applicable State Property Tax Laws. t. 2.3. MAIZIElla= lay_ILIp The Parties agree that any and all "Equalization Division Assistance Services" or " ervices" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as d fined herein. • 0 , 2.3.1. Equalization Division Personnel shall b employed and assigned by the County in such numbers and based on such appr priate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Per nnel with all job instructions, job descriptions and job specifications and hall in all circumstances control, supervise, train or direct all Equalizatioiji Division Personnel in the performance of any and all Services under this Contra t. 2.3.3. Except as otherwise expressly providect for herein, the Parties agree and warrant CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL P RK Page 3 that, at all times and for all purposes rele ant to this Contract, the County shall remain the sole and exclusive employer f all County Agents and Equalization Division Personnel and that the County hall remain solely and completely liable for any and all County Agents' past, pres nt, or future wages, compensation, overtime wages, expenses, fringe benefi s, pension or retirement benefits, travel expenses, mileage allowances, training xpenses, transportation costs, and/or other allowances or reimbursements of ny kind, including, but not limited to, workers' disability compensation benefit , unemployment compensation, Social Security Act protection(s) and benefits, a y employment taxes, and/or any other statutory or contractual right or benefit b sed on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor sh II it be interpreted, to create, change, grant, modify, supplement, supersede, a ter, or otherwise affect or control, in any manner, form, or at any time, any right, rivilege, benefit, or any other term or condition of employment, of any kind or ature whatsoever, in, upon, or for any County Agent or Equalization Division P rsonnel with the County, any applicable County employment and/or union contra t, and/or any County rule(s), regulation(s), hours of work, shift assign ent, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., wh h shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personne and/or the conduct and actions of any County Agent or any Equalization Divisi n Personnel. To illustrate, but not otherwise limit, this Contract does not a shall not be interpreted to limit, modify, control, or otherwise affect, in any mann r: 2.3.4.1 The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensa , assign, reassign, transfer, promote, reclassify, discipline, demote, la off, furlough, discharge any Equalization Division Personnel and/or pay a y and all Equalization Division Personnel's wages, salaries, all wances, reimbursements, compensation, fringe benefits, o otherwise decide any and all such terms and conditions of employ ent and make any and all employment decisions that affect, in any way the employment of any Equalization Division Personnel with the Cou ty, subject only to its applicable collective bargaining Contracts. 2.3.4.2 The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or mplement any and all operational policies, procedures, orders, rul:s, regulations, ethical guidelines, and/or any other judgment, policy or dir-ctive which, in any way, governs or controls any activity of any Cou y Agent or Equalization Division Personnel, any necessary Coun Agent or Equalization Division Personnel's training standards o proficiency(ies), any level or amount of required supervision, any and al standards of performance, any sequence or manner of perform. nce, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or o 'ligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as e pressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currentl and/or actively employed or otherwise remains on the payroll of the County as County Agent shall be employed, utilized, or perform any other services, o any kind, directly or indirectly, in any manner or capacity, or otherwise be ava lable to perform any other work or assignments by or for the Municipality d ring the term of this Contract. This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIV ION ASSISTANCE SERVICES WITH THE CITY OF HAZEL PA K Page 4 section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer err,ployed in that capacity by the County. 1.1 2.3.6. Except as otherwise expressly provided y the Contract and/or applicable State law, the Parties agree and warrant that either the County, nor any County Agent, nor any Equalization Division Personnel by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. in 2.3.7. The Municipality shall not otherwise pro ide, furnish or assign any Equalization Division Personnel with any job instructi ns, job descriptions, job specifications, or job duties, or in any manner attempt t control, supervise, train, or direct any Personnel in the performance of any Co nty's Equalization Division Assistance Services duty or obligation under the ter s of this Contract. 2.4. i i. S N • NTY "SER ICES" Except as otherwise expressly provided for within this Contract, neither the Cou ty nor any County Agents shall be responsible for assisting or providing any other ".ervices " or assistance to the Municipality or assume any additional responsib lity for assisting the Municipality in any other way or manner with any Municipality oblig.tions under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and u der all circumstances, remain solely liable for any and all costs, legal obligati Ins, associated with an appeal of an assessment to the Michigan Tax Tribun.l. The Municipality shall employ and retain its own Municipality legal represe tation, as necessary, to defend any such claim or challenge before the State Tax ribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Per.onnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Ass:ssors) to defend property tax appraisals and assessments that they either perfor ed, or were otherwise performed under their supervision, before the Michigan T:x Tribunal, the Parties agree that no other County Agents, including any Cou ty attorneys shall be authorized, required and/or otherwise obligated under this C ntract or pursuant to any other agreement between the Parties to provioe any legal representation to or for the Municipality and/or otherwise defend, c allenge, contest, appeal, or argue on behalf of the Municipality before the Mic igan Tax Tribunal or any other review body or court. § 3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided he ein, and shall end on June 30, 2002, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effecti e date of this Contract, shall be subject to the terms and conditions provided for herein. 4. KO TRANSFER OF MUNICIPALITY LEGAL OBLIGAT ONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DI ISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL P14 RK Page 5 nd the regular County working hours to )ersonnel's overtime rate and charged to escribed in this Contract, with the 4.1. The Municipality shall not incur or create any dellts, liens, liabilities or obligations for the County. 4.2. The Parties agree that the Municipality shall at al ultimate completion of any and all Municipality di. applicable State Property Tax Laws. Nothing in I of any Municipality duty or obligation under any a I times remain responsible for the ties or obligations under any and all his Contract shall relieve the Municipality pplicable State Property Tax Law. 4.3. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. § 5. pn npi rnrcrintd OR nimimITION OF ANY GOVERNMENTAL AUTHORITY The Parties :o the provision of any and all of each prisibilities, and obligations. Except as lot, and is not intended to, create, travene any constitutional, statutory, Donsibility, obligation, duty of care, of either the Party to any other person reserve to themselves any rights and obligations related Party's respective governmental services, authority, resp expressly provided otherwise herein, this Contract does diminish, delegate, transfer, assign, divest, impair, or cor and/or other legal right, privilege, power, civil or legal res liability, capacity, immunity, authority or character of offic or Party. 5.1. The Parties further agree, notwithstanding any o-.her term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contr deemed to, in any way, limit or prohibit the OaklE statutory rights and obligations to review and/orl values or tax assessments and/or further act upc property taxes under any applicable State Prope challenging any Municipality assessment before rn ct, nothing in this Contract shall be nd County Board of Commissioners urther equalize Municipality property any Municipality assessment(s) of rty Tax Laws, including, but not limited to the Michigan Tax Tribunal. § 6. SC" PAYMENT SCHEDULE In consideration of the promise Municipality wiles to pay to the County: For the contrac sum $11.20 year for real property description and 5 property description rendered during the life of this Contr 2001 to be due and payable July 1, 2001 and payment ft and payable July 1, 2002. If during the term of this Conti requested of the County, the Parties shall negotiate addi, § set forth in this Contract, the t years 2000-2001 and 2001-2002, the 11.06 :!-1:" year for 15enpersonal act. Payment Payment for the contract year 2000- r the contract year 2001-2002 to be due .act, there are additional services tional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates bey be billed at the applicable Equalization Division the Municipality over and above any other fees following exceptions: 6.1.1. One evening meeting as required by lavif under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for pc and real and personal property notices mailed r Contract. The Municipality agrees to be respon stage on all personal property statements dating to work performed under this iible for all photographic supplies. n,f CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL P RK Page 6 6.3. The Municipality further agrees that if there is an amount due and owing to the County under this Contract, which is still unpaid at the ti e the County distributes funds to the Municipality from the Delinquent Tax Revolving und (DTRF), the County shall be entitled to reduce, set-off, and permanently retain any a ount due to the municipality from Delinquent Tax Revolving Fund (DTRF) by any uch amount then still due and owing the County pursuant to this Contract. § 7. LIABILITY The Municipality further agrees that the Courity shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly *Added for in this Contract. 7.1. The Parties agree that this Contract does not an is not intended to create or include any County warranty, promise, covenant or guaranty either express or implied, of any kind or nature whatsoever in favor of the Municipality, a d/or any Municipality Agents, or any Municipality Taxpayer or any other person or ent ty, or that the County's efforts in the performance of any obligation under this Contra t will result in any specific monetary benefit or efficiency, or increase in any tax reven e for the Municipality, or will result in any specific reduction or increase in any propert assessment, or guarantee that any County services provided under this Contract wil withstand any challenge before the State Tax Tribunal or any court or review body, r any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful ter ination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Muni ipality for any indirect, incidental, special or consequential damages, including, but not lim ted to any replacement costs for County Services, any loss of income or revenue, or any ther economic benefit or harm that the Municipality may have realized, but for any alleg d breach, wrongful termination, default and/or cancellation of this Contract. Damages fo the alleged breach, wrongful termination, and/or any default of any term or co dition of this Contract by either the County or any County Agent shall be limited to t e contract price, whether such alleged breach or default is alleged in an action in contra t or tort and/or whether or not the Municipality has been advised of the possibility such damages. This provision is intended by the Parties to allocate the risks betw en the Parties, and the Parties agree that the allocation of each Party's efforts, costs, nd obligations under this Contract reflect this allocation of each Party's risk and the limitati ns of liability as specified herein. 7.3. Except as provided in Section 11, with regard to :ny and all alleged losses, claims, complaints, demands for relief or damages, suits causes of action, proceedings, judgments, deficiencies, liability, penalties, litigat on costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any am• nts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agen by any third person, including but not limited to any Municipality Agent or Municipality axpayer, arising out of any activities or Services to be carried out by any County Agent i the performance of this Contract, the Municipality hereby agrees that it shall have no r •hts pursuant to or under this Contract against the County and/or any County Agents to • r for any indemnification (i.e., contractually, legally, equitably, or by implication contribution, subrogation, or other right to be reimbursed by the County and/or any of C•unty Agents based upon any and all legal theories or alleged rights of any kind, whether kn•wn or unknown, for any and all alleged losses, claims, complaints, demands for relief or •amages, judgments, deficiencies, liability, penalties, litigation costs and expenses if any kind whatsoever which are imposed on, incurred by, or asserted against eit -r the Municipality and which are alleged to have arisen under or are in any way based or iredicated upon this Contract. F CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF HAZEL PA K Page 7 § 8. MIAllnIPAI iTY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. The Municipality shall employ and assign qualifie Municipality Agents, as defined in this Contract, as necessary and appropriate to provid for any and all of Municipality's legal obligations for collecting any and all property tax s pursuant to all applicable State Property Tax Laws. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as de ided by the Municipality. The Municipality agrees that it shall be solely respon ible for furnishing all Municipality Agents with all job instructions, job descriptions and job pecifications and shall solely control, direct, and supervise all Municipality Agents and hall be solely responsible for the means and manner in which Municipality's duties or obli ations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely an• completely liable for any and all Municipality Agents' past, present, or future wag: s, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation co ts, and/or other allowances or reimbursements of any kind, including, but not Ii ited to, workers' disability compensation benefits, unemployment compensation, Social S -curity Act protection(s) and benefits, any employment taxes, and/or any other statutory or ontractual right or benefit based on or in any way related to any Municipality Agent's empl•yment status or any alleged violation of any Municipality Agent's statutory, contractual (e g., union, employment, or labor contract), constitutional, common law employme t right, and/or civil rights by the Municipality. The Municipality agrees to indemni and hold harmless the County from and against any and all Claim(s) which are impo..ed upon, incurred by, or asserted against the County or any County Agent by any unicipality Agent and/or which are based upon, result from, or arise from, or are in any wa related to any Municipality Agent's wages, compensation, benefits, or other employ ent-related or based rights, including, but not limited to, those described in this section if 8.3. The Municipality agrees that no Municipality Age it shall, by virtue of this Contract or otherwise, be considered or claimed to be an e ployee of the County and/or a County Agent. This Contract does not grant or confer, a d shall not be interpreted to grant or confer, upon any Municipality Agents or any oth r individual any status, privilege, right, or benefit of County employment or that of a Count Agent. § 9. JNDEPENDENT CONTRACTOR The Parties agree tha at all times and for all purposes under the terms of this Contract, the County's and/or any and a I County Agents' legal status and relationship to the Municipality shall be that of an Indepe dent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability right or benefits arising out of an employer/employee relationship, either express or implie , shall arise or accrue to either Party as a result of this Contract. § 10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. INDEMNIFICATION The Municipality shall not be obligaled to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, CONTRACT FOR OAKLAND COUNTY EQUALIZATION DI ISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL P RK Page 8 §11. indemnify and hold the County and/or any County Agent armless from and against any and all Claim(s) which are imposed upon, incurred by, or assert d against the County and/or any County Agent by any Municipality Agent under any circumstance or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Mu icipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of le al duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure b the Municipality or any Municipality Agent to comply with any Municipality duty or obligation i this Contract; and/or © any other Claim(s) based in any way upon any Municipality or Mun cipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or oblig tion related or attendant thereto. § 12 CANeFLLATION OR TERMINATION OF THIS CONTR CT Except as follows, and notwithstanding any other term or provision in any other ection of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to he other Party, may cancel and/or completely terminate this Contract for any reason, includ ng convenience, without incurring any penalty, expense, or liability to the other Party. The effec ive date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancella ion of this Contract all Municipality and/or County obligations under this Contract, e cept those rights and obligations expressly surviving cancellation as provided for ih this Contract, shall end. 12.2. The Municipality agrees that any and all Municip lity obligations, including, but not limited to, any and all indemnification and hold harmles promises, waivers of liability, record- keeping requirements, any Municipality paymen obligations to the County, and/or any other related obligations provided for in this Con ract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurrin or having their basis in any events or transactions that occurred before the cancellatio or completion of this Contract, shall survive the cancellation or completion of this Co tract. § 13. FFFFrTIVF DATF CONTRACT APPROVAL. AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of Hazel Park. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of Hazel Park and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Hazel Park. § 14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this reqJired filing with the Secretary of State. Is 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any m nner, except as provided for herein, and no other act, verbal representation, document, u age or custom shall be deemed to amend or modify this Contract in any manner. § 15. plo THIRD-PARTY BENEFICIARIES Except as expres ly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does ot, 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 i plication) and/or any right to be subrogated to any Party's rights in this Contract, and/or ny other right of any kind, in favor of any person, including, but not limited to, any County Agent o Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any org nization, any alleged unnamed beneficiary or assignee, and/or any other person. ,f CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIN !SION ASSISTANCE SERVICES WITH THE CITY OF HAZEL P RK Page 9 : c i § 16. CONSTRUED AS A WHOLE The language of all parts f this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singul r or plural number, possessive or nonpossessive shall be deemed to include the other whe ever the contest so suggests or requires. tl§ 17. CAPTIONS The section headings or titles and/or all sec ion numbers contained in this Contract are intended for the convenience of the reader and not in ended to have any substantive meaning and are not to be interpreted as part of this Contract. § 18. NOTICES. Except as otherwise expressly provided for h rein, any and all correspondence, invoices, and/or any other written notices required, permi ed or provided for under this Contract to be delivered to either Party shall be sent to that Party by irst class mail. All such written notices, including any notice canceling or terminating this Contra t as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signat Ty's successor in office, at the addresses shown in this Contract. All correspondence o written notices shall be considered delivered to a Party as of the date that such notice is de sited with sufficient postage with the U.S. Postal Service. § 19. WAIVER OF BREACH The waiver of a breach of any p io vision of this Contract shall not operate or be construed as a waiver of any subsequent breach. each and every right, remedy and power granted to either party or allowed it by law shall be cumu ative and not exclusive of any other. ,) § 20. ENTIRE CONTRACT This Contract, consisting of a tota of eleven (11) pages, sets forth the entire agreement between the County and the Municipali y and fully supersedes any and all prior agreements or understandings between them in any wa related to the subject matter hereof. It is further understood and agreed that the terms and conditi ns herein are contractual and are not a mere recital and that there are no other agreements, un erstandings, contracts, or representations between the County and the Municipalit in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided erein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DI ISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL P RK Page 10 EXECUTED: DATE: WITNESSED: G. William Caddell, Clerk, Register of Deeds County of Oakland DATE: (0 110 1) For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and fo other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Ben Colley, Mayor of the City of Hazel Park, hereby acknowledges that he has been authorized by a resolution of the City Council of Hazel Park, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. , Ben Colley, Mayor City of Hazel Park WITNESSED . 9X0-4A-f AA-GAW DATE: Mary Elle Graver, Clerk City of Hazel Park IN WITNESS WHEREOF, John P. McCulloch, 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 :his Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to thq terms and conditions of this Contract. EXECUTED: John P. VloiCulloch, Chairperson OaklandOunty Board of Commissioners DATE: ko !al:, o-0 A:\HAZELPAR.001 CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL PAJK Page 11 CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF NOVI This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF NOVI, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF NOVI, a Michigan Constitutional and Municipal Corporation whose address is 45175 West Ten Mile Road, Novi, Michigan 48375-3024 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties." INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Mic igan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and as essments for all nonexempt real and personal property located within the geographic boundari s of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreem nt such as this, or pursuant to an order of the State Tax Commission mandating the County to p rform all or some of the property tax appraisal and tax assessment responsibilities for real an /or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's EquaIizatior Division assistance in performing the "Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for n this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested "Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the i utual promises, representations, and agreements set forth in this Contract, and for other good and valu ble consideration, the receipt and r‘ adequacy of which is hereby acknowledged, the County and the unicipality mutually agree as follows: DEFINED TERMS In addition to the above defined term (i.e., "Contract", "County", "Municipality", "Party" and "Parties", and "State"), the Pa i ies agree that the following words and expressions when printed with the first letter capitalized a shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or ei her within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defin§d as any and all Oakland County CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF NOVI Page 1 Ns' §1. elected officials, appointed officials, directors, bo rd members, council members, commissioners, authorities, other boards, commi ees, commissions, employees, managers, departments, divisions, volunteers, a ents, representatives, and/or any such persons' successors or predecessors, agents, e ployees, attorneys, or auditors (whether such persons act or acted in their personal repre entative or official capacities), and/or any persons acting by, through, under, or in con rt with any of them, excluding the Municipality and/or any Municipality Agents, as d fined herein. "County Agent” and/or "County Agents" shall also include any person w o was a County Agent anytime during the term of this Contract but, for any reason, is n longer employed, appointed, or elected and serving as a County Agent. 1.2. "Equalization Division Personnel" as used in this ontract shall be defined as a specific subset of, and included as part of the larger grou of County Agents as defined above, and shall be further defined as any and all Count Agents specifically employed and assigned by the County to work in the Equalizati n Division of the County's Department of Community and Economic Development as sho n in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that te m any and all Equalization Division Personnel, but any reference in this contract to E ualization Division Personnel shall not include any County Agent employed by the Coun y in any other function, capacity or organizational unit of the County other than the qualization Division of the Department of Community and Economic Development. 1.3. "Municipality Agent" or "Municipality Agents", sh ll be defined to include any and all Municipality officers, elected officials, appointed fficials, directors, board members, council members, authorities, boards, committee , commissions, employees, managers, departments, divisions, volunteers, agents, repre entatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, represent tive, or official capacities), and/or any and all persons acting by, through, under, or in c ncert with any of them, except that no County Agent shall be deemed a Municipality Ag nt and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality gent" shall also include any person who was a Municipality Agent at any time during this ontract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all 1 Ileged losses, claims, complaints, demands for relief or damages, suits, causes of .ction, proceedings, judgments, deficiencies, liability, penalties, litigation costs an • 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 s-ttlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever whi.h are imposed on, incurred by, or asserted against either the County and/or any C•unty Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or conseque tial, whether based upon any alleged violation of the constitution (federal or State), an statute, rule, regulation or the common law, whether in law or equity, tort, contract, or ot -rwise, and/or whether commenced or threatened and arising out of any alleged breach if any duty by the County and/or any County Agent to any third-person, the Municipalit , including any Municipality Agent or any Municipality Taxpayer under or in connection wit this Contract or are based on or result in any way from the County's and/or any County ' gent's participation in this Contract. 1.5. "Municipality Taxpayer" shall be defined as any a'-id all residents, property owners, person, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxs assessed by the Municipality pursuant CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF NOVI Page 2 „1 to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michiga ," a sovereign governmental entity of the United States, and shall also include within its de inition any and all departments or agencies of State government including specific Ily, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the tate Department of Treasury. § 2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization qivision Assistance Services shall be as described and limited in the following subsections (hereirafter defined and referred to as either "Equalization Division Assistance Services" or "Services"). 2.1. "EQUALIZATION DIVISION ASSISTANCE SERVICES" OR "SERVICES" TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activdes: 13 2.1.1. This Contract is to provide for annual as essment of personal property through the 2001 and 2002 tax years as required by laws of the State of Michigan. The County agrees to make assessments of ersonal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will ppraise all new personal property, process all personal property description changes, and will audit where necessary to insure and establish accurate apprais Is on all taxable personal property. The Equalization Division personnel will revie v all statements and extensions, make valuation recommendations to the asses or in the absence of a prepared personal property statement and load all values on the computer for the assessment roll. All Board of Review ch nges will be processed on the personal property section of the assessment roll a id balanced to insure there are no omissions. The Equalization Division pe sonnel will be available for consultation on all Michigan Tax Tribunal appeals for ersonal property and will assist the assessor in the preparation of both oral nd written defense of appeals as long as there is a current Contract in effect. PURPOSE OF COUNTY "SERVICES" The Part s agree that the purpose of any and all "Equalization Division Assistance Services" or "S rvices" to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion o a goal, etc.) the Municipality in the performance of that Municipality's official functior . s, obligations, and Municipality's legal responsibilities for property tax appraisal and ass ssment pursuant to the applicable State Property Tax Laws. 2.2. MANNER COUNTY TO PROVIDE SERVICES lihe Parties agree that any and all "Equalization Division Assistance Services" or "S rvices" to be provided by the County for the Municipality under this Contract shall be perf rmed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.2.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.2.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Persoinel with all job instructions, job descriptions and job specifications and shall in all circumstances control, CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF NOVI Page 3 supervise, train or direct all Equalization pivision Personnel in the performance of any and all Services under this Contract.' 2.2.3. Except as otherwise expressly provided or herein, the Parties agree and warrant that, at all times and for all purposes rele ant to this Contract, the County shall remain the sole and exclusive employer f all County Agents and Equalization Division Personnel and that the County all remain solely and completely liable for any and all County Agents' past, pres nt, or future wages, compensation, overtime wages, expenses, fringe benefi s, pension or retirement benefits, travel expenses, mileage allowances, training xpenses, transportation costs, and/or other allowances or reimbursements of a y kind, including, but not limited to, workers' disability compensation benefit , unemployment compensation, Social Security Act protection(s) and benefits, a y employment taxes, and/or any other statutory or contractual right or benefit b sed on or in any way related to any County Agent's employment status. 2.2.4. This Contract is neither intended, nor sh ll it be interpreted, to create, change, grant, modify, supplement, supersede, al er, or otherwise affect or control, in any manner, form, or at any time, any right, p ivilege, benefit, or any other term or condition of employment, of any kind or ature whatsoever, in, upon, or for any County Agent or Equalization Division P rsonnel with the County, any applicable County employment and/or union contra t, and/or any County rule(s), regulation(s), hours of work, shift assign ent, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., whi h shall, solely and exclusively, govern and control the employment relationship etween the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Divisio Personnel. To illustrate, but not otherwise limit, this Contract does not an shall not be interpreted to limit, modify, control, or otherwise affect, in any mann r: 1.,,,N 2.2.4.1 The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensat , assign, reassign, transfer, promote, reclassify, discipline, demote, la off, furlough, discharge any Equalization Division Personnel and/or pay a y and all Equalization Division Personnel's wages, salaries, allo ances, reimbursements, compensation, fringe benefits, o otherwise decide any and all such terms and conditions of employ ent and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the Cou ty, subject only to its applicable collective bargaining Contracts. 2.2.4.2 The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or i plement any and all operational policies, procedures, orders, rule , regulations, ethical guidelines, and/or any other judgment, policy or dir ctive which, in any way, governs or controls any activity of any Coun Agent or Equalization Division Personnel, any necessary Count Agent or Equalization Division Personnel's training standards o proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performa ce, and any level(s) of experience, training, or education required fo any Equalization Division Personnel performing any County duty or o ligation under the terms of this Contract. 2.2.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF NOVI Page 4 1 remains on the payroll of the County as County Agent shall be employed, utilized, or perform any other services, o any kind, directly or indirectly, in any manner or capacity, or otherwise be avai able to perform any other work or assignments by or for the Municipality d ring the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer em loyed in that capacity by the County. 2.2.6. Except as otherwise expressly provided y the Contract and/or applicable State law, the Parties agree and warrant that n ither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed o be an employee of the Municipality and/or a Municipality Agent. 2.2.7. The Municipality shall not otherwise prov de, furnish or assign any Equalization Division Personnel with any job instructi ns, job descriptions, job specifications, or job duties, or in any manner attempt tc control, supervise, train, or direct any Personnel in the performance of any Coi4ntys Equalization Division Assistance Services duty or obligation under the terrtis of this Contract. 2.3. LIMITS AND EXCLUSIONS ON COUNTY "SER ICES" Except as otherwise expressly provided for within this Contract, neither the Cou ty nor any County Agents shall be responsible for assisting or providing any other " ',ervices " or assistance to the Municipality or assume any additional responsibil ty for assisting the Municipality in any other way or manner with any Municipality obliga ions under any and all State Property Tax Laws, including, but not limited to, providing :ny attorney or legal representation to the Municipality or any Municipality Agent at any froceeding before the Michigan Tax Tribunal or any other adjudicative body or court, xcept as expressly provided for in this Contract. 1 2.3.1. The Municipality shall, at all times and u der all circumstances, remain solely liable for any and all costs, legal obligati ns, and/or civil liabilities associated with or in any way related to any Municipality ax appraisal or assessment functions or any other Municipality legal obligation un er any applicable State Property Tax Laws. The Municipality shall employ an retain its own Municipality legal representation, as necessary, to defend ny such claim or challenge before the State Tax Tribunal or any other court or r view body. 2.3.2. Except for those express statutory and/o regulatory obligations incumbent only upon licensed Equalization Division Pers nnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Asse sors) to defend property tax appraisals and assessments that they either perfor ed, or were otherwise performed under their supervision, before the Michigan Ta Tribunal, the Parties agree that no other County Agents, including any Cou y attorneys shall be authorized, required and/or otherwise obligated under this Co tract or pursuant to any other agreement between the Parties to provid any legal representation to or for the Municipality and/or otherwise defend, ch Ilenge, contest, appeal, or argue on behalf of the Municipality before the Mic igan Tax Tribunal or any other review body or court. § 3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2002, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF NOVI Page 5 CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI WITH THE CITY OF NOVI Page 6 § 4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATI provided for in this Contract, the Municipality agrees that intended to, transfer, delegate, or assign to the County, a Division Personnel any civil or legal responsibility, duty, obligation, or liability associated with any governmental f Municipality under any applicable State Property Tax La NS TO COUNTY Except as expressly his Contract does not, and is not d/or any County Agent or Equalization bligation, duty of care, cost, legal nction delegated and/or entrusted to the s. 4.1. The Municipality shall, at all times and under all any and all costs, legal obligations, and/or civil Ii related to any Municipality tax appraisal or asses legal obligation. The Municipality agrees that un responsible for any and all costs, obligations, an Municipality function or any responsibility under ircumstances, remain solely liable for bilities associated with or in any way ment functions or any other Municipality er no circumstances shall the County be /or civil liabilities associated with its ny State Property Taxes Law. ts, liens, liabilities or obligations for the re that any debts, liens, liabilities or t become a debt, liability, obligation or 4.2. The Municipality shall not incur or create any de County and shall take all necessary steps to ens obligations that the Municipality may incur shall Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at al ultimate completion of any and all Municipality d applicable State Property Tax Laws. Nothing in of any Municipality duty or obligation under any a times remain responsible for the ties or obligations under any and all is Contract shall relieve the Municipality plicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall b with all federal, State, and local laws, ordinances in any manner affecting any work or performanc duty or obligation under any applicable State Pro and remain responsible for compliance regulations, and agency requirements of this Contract or with any Municipality erty Tax Law. ENTAL AUTHORITY The Parties the provision of any and all of each nsibilities, and obligations. Except as ot, and is not intended to, create, ravene any constitutional, statutory, onsibility, obligation, duty of care, of either the Party to any other person § 5. NO DELEGATION OR DIMINUTION OF ANY GOVERN reserve to themselves any rights and obligations related Party's respective governmental services, authority, resp expressly provided otherwise herein, this Contract does diminish, delegate, transfer, assign, divest, impair, or con and/or other legal right, privilege, power, civil or legal res liability, capacity, immunity, authority or character of offic or Party. 5.1. The Parties further agree, notwithstanding any ot that no provision in this Contract is intended, nor governmental immunity, as provided by statute o Party, either for that Party and/or any of that Part er term or condition in this Contract, hall it be construed, as a waiver of any applicable court decisions, by either 's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contr deemed to, in any way, limit or prohibit the Oakla statutory rights and obligations to review and/or f values or tax assessments and/or further act upo property taxes under any applicable State Prope challenging any Municipality assessment before ct, nothing in this Contract shall be d County Board of Commissioners rther equalize Municipality property any Municipality assessment(s) of y Tax Laws, including, but not limited to he Michigan Tax Tribunal. § 6. PAYMENT SCHEDULE In consideration of the promise Municipality agrees to pay to the County: For the contrac sum of $12.74 per year for each personal property descri Contract. Payment for the contract year 2000-2001 is d and payment for the contract year 2001-2002 is due and during the term of this Contract, there are additional servi set forth in this Contract, the years 2000-2001 and 2001-2002, the tion rendered during the life of this e and payable on or before July 1, 2001 ayable on or before July 1, 2002. If es requested of the County, the Parties ION ASSISTANCE SERVICES 7.3. Notwithstanding any other provision in this Contr losses, claims, complaints, demands for relief or proceedings, judgments, deficiencies, liability, pe including, but not limited to, any reimbursement f fees, court costs, investigation and/or litigation e and/or any other amounts, liabilities of any kind incurred by, or asserted against the Municipality person, including but not limited to any Municipal arising out of any activities or Services to be carr performance of this Contract, the Municipality he pursuant to or under this Contract against the Co ct, with regard to any and all alleged amages, suits, causes of action, alties, litigation costs and expenses, r reasonable attorney fees, witness penses, any amounts paid in settlement, hatsoever which are imposed on, r any Municipality Agent by any third ty Agent or Municipality Taxpayer, ed out by any County Agent in the eby agrees that it shall have no rights nty and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by t1 -0 County and/or any of County Agents shall negotiate additional fees to be paid by the Municipality. 6.1. The Municipality agrees to be responsible for p*age on all personal property statements and personal property notices mailed relating to infork performed under this Contract. 6.2. The Municipality further agrees that if there is an under this Contract, which is still unpaid at the ti Municipality from the Delinquent Tax Revolving to reduce, set-off, and permanently retain any a Delinquent Tax Revolving Fund (DTRF) by any County pursuant to this Contract. amount due and owing to the County e the County distributes funds to the und (DTRF), the County shall be entitled ount due to the municipality from uch amount then still due and owing the § 7. LIABILITY The Municipality further agrees that the Cowity shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly ptovided for in this Contract. 7.1. The Parties agree that this Contract does not an County warranty, promise, covenant or guaranty nature whatsoever in favor of the other Municipa any Municipality Taxpayer or any other person o performance of any obligation under this Contra benefit or efficiency, or increase in any tax reven any specific reduction or increase in any propert County services provided under this Contract wil State Tax Tribunal or any court or review body, outcome. is not intended to create or include any either express or implied, of any kind or ity, and/or any Municipality Agents, or entity, or that the County's efforts in the t will result in any specific monetary e for the Municipality, or will result in assessment, or guarantee that any withstand any challenge before the r any other such performance-based 7.2. In the event of any alleged breach, wrongful ter condition of this Contract by either the County or any County Agent shall not be liable to the Muni or consequential damages, including, but not lim Services, any loss of income or revenue, and/or any Municipality obligation under any applicable economic benefit or harm that the Municipality m breach, wrongful termination, default and/or can beyond or in excess of the amount(s) of any am County at the time of the alleged breach or defa of this Contract, whether such alleged breach or contract or tort and/or whether or not the Municip of such damages. This provision and this Contr the risks between the Parties, and the Parties ag efforts, costs, and obligations under this Contrac and the limitations of liability as specified herein. ination, and/or any default of any term or any County Agent, the County and/or ipality for any indirect, incidental, special ed to any replacement costs for County ny failure by the Municipality to meet tate Property Tax Laws, or any other y have realized, but for any alleged ellation of this Contract, or damages unt paid to, received or retained by the It in connection with or under the terms efault is alleged in an action in lity has been advised of the possibility ct is intended by the Parties to allocate ee that the allocation of each Party's reflect this allocation of each Party's risk CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI WITH THE CITY OF NOVI Page 7 ION ASSISTANCE SERVICES based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, pena ties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against either the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. § 8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during :he term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. I 8.1. The Municipality shall employ and assign qualifi d Municipality Agents, as defined in this Contract, as necessary and appropriate to provi e for any and all of Municipality's legal obligations for collecting any and all property tax s pursuant to all applicable State Property Tax Laws. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as d cided by the Municipality. The Municipality agrees that it shall be solely respon ible for furnishing all Municipality Agents with all job instructions, job descriptions and job pecifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obli ations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely an• completely liable for any and all Municipality Agents' past, present, or future wag: s, compensation, overtime wages, expenses, fringe benefits, pension or retirement •enefits, travel expenses, mileage allowances, training expenses, transportation cots, and/or other allowances or reimbursements of any kind, including, but not Ii ited to, workers' disability compensation benefits, unemployment compensation, Social S;.curity Act protection(s) and benefits, any employment taxes, and/or any other statutory or ontractual right or benefit based on or in any way related to any Municipality Agent's empliyment status or any alleged violation of any Municipality Agent's statutory, contractual (e g., union, employment, or labor contract), constitutional, common law employme t right, and/or civil rights by the Municipality. The Municipality agrees to indemni and hold harmless the County from and against any and all Claim(s) which are impo-ed upon, incurred by, or asserted against the County or any County Agent by any unicipality Agent and/or which are based upon, result from, or arise from, or are in any wa related to any Municipality Agent's wages, compensation, benefits, or other employ ent-related or based rights, including, but not limited to, those described in this section. j 8.3. The Municipality agrees that no Municipality Age it shall, by virtue of this Contract or otherwise, be considered or claimed to be an em loyee of the County and/or a County Agent. This Contract does not grant or confer, a d shall not be interpreted to grant or confer, upon any Municipality Agents or any othe individual any status, privilege, right, or benefit of County employment or that of a Count Agent. § 9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and al County Agents' legal status and relationship to the Municipality shall be that of an lndepe dent Contractor. Except as expressly provided herein, each Party will be solely responsible for he acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implie , shall arise or accrue to either Party as a result of this Contract. § 10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended toi create either any absolute right in favor CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI ION ASSISTANCE SERVICES WITH THE CITY OF NOVI Page 8 ubsequent amendments, shall be filed d/or any possible subsequent ired filing with the Secretary of State. ed herein, this Contract shall not be ner, except as provided for herein, and age or custom shall be deemed to of the Municipality, or any correspondent absolute duty o obligation upon the County, to guarantee that any specific number(s) or classification ofiCounty Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obliga ordered judgment or award to a third party for which a co and/or any County Agent was solely negligent or at fault. indemnify and hold the County and/or any County Agent Claim(s) which are imposed upon, incurred by, or assert Agent by any Municipality Agent under any circumstance upon, result from, or arise from, or are in any way related negligence or intentional act(s) or omission(s) by the Mu including, but not limited to: (a) any alleged breach of le and/or any Municipality Agent; (b) any alleged failure b Agent to comply with any Municipality duty or obligation i Claim(s) based in any way upon any Municipality or Mun equipment, or any other event, occurrence, duty, or oblig ed to pay any portion of any court it has determined that the County However, the Municipality agrees to, armless from and against any and all d against the County and/or any County or by any person which are based to any alleged error, mistake, icipality and/or any Municipality Agent, al duty to any person by the Municipality the Municipality or any Municipality this Contract; and/or (c) any other cipality Agent's services, buildings, tion related or attendant thereto. § 12. CANCELLATION OR TERMINATION OF THIS CONTRACT notwithstanding any other term or provision in any other a minimum of ninety (90) calendar days written notice to completely terminate this Contract for any reason, includi penalty, expense, or liability to the other Party. The effec clearly stated in the notice. al Except as follows, and ection of this Contract, either Party, upon he other Party, may cancel and/or g convenience, without incurring any lye date for any such termination is to be 12.1. At 5:00 p.m. on the effective date of the cancella and/or County obligations under this Contract, e expressly surviving cancellation as provided for i ion of this Contract all Municipality cept those rights and obligations this Contract, shall end. 12.2. The Municipality agrees that any and all Municip to, any and all indemnification and hold harmles keeping requirements, any Municipality payment other related obligations provided for in this Cont events, transactions, or Claim(s) either occurring transactions that occurred before the cancellatio survive the cancellation or completion of this Co lity obligations, including, but not limited promises, waivers of liability, record- obligations to the County, and/or any act with regard to any acts, occurrences, or having their basis in any events or or completion of this Contract, shall tract. § 13. EFFECTIVE DATE. CONTRACT APPROVAL. AND AMENDMENT Contract, and/or any subsequent amendments thereto, s approval by concurrent resolutions of both the Oakland City Council of Novi. The approval and terms of this Con amendments thereto, shall be entered in the official minu County Board of Commissioners and the City Council of of the Clerk of the County and the Clerk for the City of N NDMENT The Parties agree that this all not become effective prior to the unty Board of Commissioners and the ract, and/or any possible subsequent es and proceedings of both the Oakland ovi and shall also be filed with the office vi. § 14. The Parties agree that this Contract, and/or any possible with the Michigan Secretary of State and this Contract, a amendments, shall not become effective prior to this req 14.1. The Parties agree that except as expressly provi changed, supplemented, or amended, in any ma no other act, verbal representation, document, u amend or modify this Contract in any manner. § 15. NO THIRD-PARTY BENEFICIARIES Except as expres Parties (i.e., County or Municipality), this Contract does n ly provided herein for the benefit of the t, and is not intended to, create, by CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVI WITH THE CITY OF NOVI Page 9 ION ASSISTANCE SERVICES implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by i plication) and/or any right to be subrogated to any Party's rights in this Contract, and/or ny other right of any kind, in favor of any person, including, but not limited to, any County Agent o4 Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any orga ization, any alleged unnamed beneficiary or assignee, and/or any other person. § 16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the contest so suggests or requires. ri § 17. CAPTIONS The section headings or titles and/or all sec ion numbers contained in this Contract are intended for the convenience of the reader and not i tended to have any substantive meaning and are not to be interpreted as part of this Contract. 1 • § 18. NOTICES. Except as otherwise expressly provided for h rein, any and all correspondence, invoices, and/or any other written notices required, permi ed or provided for under this Contract to be delivered to either Party shall be sent to that Party by irst class mail. All such written notices, including any notice canceling or terminating this Contra t as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signat ry's successor in office, at the addresses shown in this Contract. All correspondence o written notices shall be considered delivered to a Party as of the date that such notice is de sited with sufficient postage with the U.S. Postal Service. § 19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. § 20. ENTIRE CONTRACT This Contract, consisting of a total of eleven (11) pages, sets forth the entire agreement between the County and the Municipali and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditi ns herein are contractual and are not a mere recital and that there are no other agreements, und rstandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract hall not be changed or supplemented orally and may be amended only as otherwise provided h rein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF NOVI Page 10 WITNESSED: Maryanne C nelius, Clerk City of Novi EXECUTED: John P. M Oakland C Hoch, Chairperson nty Board of Commissioners G. William Caddell, Clerk, Register of Deeds County of Oakland WITNESSED: DATE: /C/027/00 For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Richard J. Clark, Mayor of the City of Novi, hereby acknowledges that he has been authorized by a resolution of the City Council of Novi, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of th . Contract. EXECUTED: }A (44 DATE: 9 /I (2 DATE: IN WITNESS WHEREOF, John P. McCulloch, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accept% and binds the Oakland County to the terms and conditions of this Contract. DATE: /640 Clan CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF NOVI Page 11 CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCF SERVICFS WITH THE CITY OF ORCHARD LAKE VILLAGE, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF ORCHARD LAKE VILLAGE, a Michigan Constitutional and Municipal Corporation whose address is 3955 Orchard Lake Road, Orchard Lake, Michigan 48323-1605 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties." INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the "Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested "Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: DEFINED TERMS In addition to the above defined terms (i.e., "Contract", "County", "Municipality", "Party" and "Parties", and "State"), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 1 • • §1. elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. "Equalization Division Personnel" as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County's Department of Community and Economic Development as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Community and Economic Development. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County's and/or any County Agent's participation in this Contract. 1.5. "Municipality Taxpayer" shall be defined as any and all residents, property owners, person, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 2 to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. § 2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either "Equalization Division Assistance Services" or "Services"). 2.1. "EQUALIZATION DIVISION ASSISTANCE SERVICES" OR "SERVICES" TQ BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of personal property through the 2001 and 2002 tax years as required by laws of the State of Michigan. The County agrees to make assessments of personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new personal property, process all personal property description changes, and will audit where necessary to insure and establish accurate appraisals on all taxable personal property. The Equalization Division personnel will review all statements and extensions, make valuation recommendations to the assessor in the absence of a prepared personal property statement and load all values on the computer for the assessment roll. All Board of Review changes will be processed on the personal property section of the assessment roll and balanced to insure there are no omissions. The Equalization Division personnel will be available for consultation on all Michigan Tax Tribunal appeals for personal property and will assist the assessor in the preparation of both oral and written defense of appeals as long as there is a current Contract in effect. 2.2. PURPOSE OF COUNTY "SERVICES" The Parties agree that the purpose of any and all "Equalization Division Assistance Services" or "Services" to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 3 supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1 The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2 The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 4 remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY "SERVICFS" Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. § 3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2002, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. § 4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 5 provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any and all costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Taxes Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. § 5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either the Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. § 6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County: For the contract years 2000-2001 and 2001-2002, the sum of $11.95 per year for personal property description rendered during the life of this Contract. Payment for the contract year 2000-2001 is due and payable on or before July 1, 2001 and payment for the contract year 2001-2002 is due and payable on or before July 1, 2002. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 6 6.1. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. 6.2. The Municipality further agrees that if there is any amount due and owing to the County under this Contract, 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 Contract. § 7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County's efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 7 unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against either the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. § 8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. The Municipality shall employ and assign qualified Municipality Agents, as defined in this Contract, as necessary and appropriate to provide for any and all of Municipality's legal obligations for collecting any and all property taxes pursuant to all applicable State Property Tax Laws. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. § 9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. § 10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 8 guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. § 12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. § 13. EFFECTIVE DATE. CONTRACT APPROVAL. AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of Orchard Lake Village. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of Orchard Lake Village and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Orchard Lake Village. § 14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. § 15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 9 §11 implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. § 16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the contest so suggests or requires. § 17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. § 18. NOTICES. Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. § 19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. § 20. ENTIRE CONTRACT This Contract, consisting of a total of eleven (11) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and 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 County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 10 30 CO DATE: _Y__LW_101) DATE: EXECUTED: WITNESSED: Janetnverholt Grd City of Orchard Lake VItt6ge Gerald Kosmensky, Mayor City of Orchard Lake Village DATE: 14-71b° WITNESSED: For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Gerald Kosmensky, Mayor of the City of Orchard Lake Village, hereby acknowledges that he has been authorized by a resolution of the City Council of Orchard Lake Village, a certified copy of which is attached, to execute this Contract onhalf of the Municipality and hereby accepts and binds the Mugiqipality to the terms and conditiprof this Contract. • • IN WITNESS WHEREOF, John P. McCulloch, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: John p. *Culloch, Chairperson Oaklahd ounty Board of Commissioners DATE: Vt12121cfra G(William Caddell, Clerk, Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF ORCHARD LAKE VILLAGE Page 11 CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF PLEASANT RIDGE This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF PLEASANT RIDGE, a Michigan Constitutional and Municipal Corporation whose address is 23925 Woodward Avenue, Pleasant Ridge, Michigan 48069 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties." INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f)), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property tax appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the "Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested "Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: DEFINED TERMS In addition to the above defined terms (i.e., "Contract", "County", "Municipality", "Party" and "Parties", and "State"), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 1 §1. elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. "Equalization Division Personnel" as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County's Department of Community and Economic Development as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Community and Economic Development. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County's and/or any County Agent's participation in this Contract. 1.5. "Municipality Taxpayer" shall be defined as any and all residents, property owners, person, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 2 to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. § 2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either "Equalization Division Assistance Services" or "Services"). 2.1. "EQUALIZATION DIVISION ASSISTANCE SERVICES" OR "SERVICES" TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2001 and 2002 tax years as required by laws of the State of Michigan. The County agrees to make assessments of both real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also process all State Tax Tribunal appeals and appear at all hearings with the Municipality before the Tax Tribunal, as long as there is a current contract in effect. 2.2. PURPOSE OF COUNTY "SERVICES" The Parties agree that the purpose of any and all "Equalization Division Assistance Services" or "Services" to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 3 remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1 The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2 The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 4 former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY "SERVICES" Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the State Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal,the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the State Tax Tribunal or any other review body or court. § 3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2002, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract shall be subject to the terms and conditions provided for herein. § 4 ,No TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 5 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any and all costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Taxes Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. 4.4. Except as expressly provided in this contract, the Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. § 5. pi 0 DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either the Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. § 6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County a fee of $12.60 per year for real property description and a fee of $11.47 per year for personal property description for property descriptions rendered during the life of this Contract. Payment for the contract year 2000-2001 is due and payable on or before July 1, 2001 and payment for the contract year 2001-2002 is due and payable on or before July 1, 2002. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel's overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 6 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and real and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. The Municipality further agrees that if there is any amount due and owing to the County under this Contract, 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 Contract. § 7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County's efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 7 performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against either the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. § 8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. The Municipality shall employ and assign qualified Municipality Agents, as defined in this Contract, as necessary and appropriate to provide for any and all of Municipality's legal obligations for collecting any and all property taxes pursuant to all applicable State Property Tax Laws. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. § 9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 8 a result of this Contract. § 10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. § 12 CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. § 13. EFFECTIVE DATE. CONTRACT APPROVAL. AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by resolutions of both the Oakland County Board of Commissioners and the City Commission of Pleasant Ridge. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Commission of Pleasant Ridge and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Pleasant Ridge. § 14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 9 §11. no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. § 15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. § 16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. § 17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. § 18. NOTICES. Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by personal delivery or by certified mail, return receipt requested. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent or delivered to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. §i% WAIVER OF BREACH. The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. § 20. ENTIRE CONTRACT This Contract, consisting of a total of eleven (11) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and 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 County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 10 7 -I EXECUTED: RalpliA. CasteIli, Jr. ,Ma yor City of Pleasant Rid ge APPROVED AS TO SUBSTANCE: APPROVED AS TO FORM: Charles Cooper, CitylAttorney EXECUTED: G.pilliam Caddell, Clerk, Re g ister of Deeds County of Oakland DATE: /0/.21/00 WITNESSED: For and in consideration of the mutual assurances, promises, acknowled gments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersig ned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. DATE: 4/451/M WITNESSED: AA 40 0' I _ DATE: 4/4() Sherry W. II, lerk City of Ple ant Ridge DATE: V 9* IS- 00 DATE: IN WITNESS WHEREOF, John P. McCulloch, Chairperson, Oakland County Board of Commissioners, hereby acknowled ges that he has been authorized by a resolution of the Oakland Count y Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. John P \MgCulloch, Chairperson Oakland\Ciounty Board of Commissioners CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF Pleasant Ridge Page 11 DATE: VI CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF WIXOM, a Michigan Constitutional and Municipal Corporation whose address is 49045 Pontiac Trail, Wixom, Michigan 48393- 2567 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties." INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the "Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested "Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: DEFINED TERMS In addition to the above defined terms (i.e., "Contract", "County", "Municipality", "Party" and "Parties", and "State"), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County §1. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 1 elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. "Equalization Division Personnel" as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County's Department of Community and Economic Development as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Community and Economic Development. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County's and/or any County Agent's participation in this Contract. 1.5. "Municipality Taxpayer" shall be defined as any and all residents, property owners, person, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 2 to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the atilajDzatogilLauraaau. § 2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either "Equalization Division Assistance Services" or "Services"). 2.1. "EQUALIZATION DIVISION ASSISTANCE SERVICES" OR "SERVICFS" TO RF PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of personal property through the 2001 and 2002 tax years as required by laws of the State of Michigan. The County agrees to make assessments of personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new personal property, process all personal property description changes, and will audit where necessary to insure and establish accurate appraisals on all taxable personal property. The Equalization Division personnel will review all statements and extensions, make valuation recommendations to the assessor in the absence of a prepared personal property statement and load all values on the computer for the assessment roll. All Board of Review changes will be processed on the personal property section of the assessment roll and balanced to insure there are no omissions. The Equalization Division personnel will be available for consultation on all Michigan Tax Tribunal appeals for personal property and will assist the assessor in the preparation of both oral and written defense of appeals as long as there is a current Contract in effect. 2.2. PURPOSE OF COUNTY "SERVICES" The Parties agree that the purpose of any and all "Equalization Division Assistance Services" or "Services" to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 3 • descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1 The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2 The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 4 a • Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY "SERVICES" Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services "or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. § 3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2002, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 5 § 4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any and all costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Taxes Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. § 5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either the Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. § 6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County: For the contract year 2000-2001 and 2002 , the sum of $12.27 per year for personal property description rendered during the life of this Contract. Payment for the contract year 2000-2001 is due and payable on or before July 1, 2001 and payment for the contract year 2001-2002 is due and payable on or before July 1, 2002. If during the term of this Contract, there are additional services requested of the County, the Parties shall CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 6 •••• • negotiate additional fees to be paid by the Municipality. 6.1. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.2. The Municipality further agrees that if there is any amount due and owing to the County under this Contract, 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 Contract. § 7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County's efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 7 •• • subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against either the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. § 8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. The Municipality shall employ and assign qualified Municipality Agents, as defined in this Contract, as necessary and appropriate to provide for any and all of Municipality's legal obligations for collecting any and all property taxes pursuant to all applicable State Property Tax Laws. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. § 9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. § 10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 8 agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. § 12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. § 13. EFFECTIVE DATE. CONTRACT APPROVAL. AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of Wixom. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of Wixom and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Wixom. § 14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. § 15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 9 §11. Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. § 16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the contest so suggests or requires. § 17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. § 18. NOTICES. Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. § 19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. § 20. ENTIRE CONTRACT This Contract, consisting of a total of eleven (11) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and 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 County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 10 WITNESSED: Linda)Kirby, Clerk City of Wixom DATE: kOfAlo fer0 EXECUTED: DATE: lb 19' 1 kl) WITNESSED: For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Michael McDonald, Mayor of the City of Wixom, hereby acknowledges that he has been authorized by a resolution of the City Council of Wixom, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. nK--1 EXECUTED: C.-1(\efl, . DATE: 9- Michael McDonald, Mayor City of Wixom DATE: IN WITNESS WHEREOF, John P. McCulloch, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. John P. Mcpulloth, Chairperson Oakland COnty Board of Commissioners G. William Caddell, Clerk, Register of Deeds Co(Grity of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF WIXOM Page 11 CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the Charter Township of Highland, a Michigan Constitutional and Municipal Corporation whose address is 205 North John Street, Highland, Michigan 48357 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties." INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the "Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested "Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: DEFINED TERMS In addition to the above defined terms (i.e., "Contract", "County", "Municipality", "Party" and "Parties", and "State"), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 1 §1. elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. "Equalization Division Personnel" as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County's Department of Community and Economic Development as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Community and Economic Development. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County's and/or any County Agent's participation in this Contract. 1.5. "Municipality Taxpayer" shall be defined as any and all residents, property owners, person, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 2 to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. § 2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either "Equalization Division Assistance Services" or "Services"). 2.1. "EQUALIZATION DIVISION ASSISTANCE SERVICES" OR "SERVICES" TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of personal property through the 2001 and 2002 tax years as required by laws of the State of Michigan. The County agrees to make assessments of personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new personal property, process all personal property description changes, and will audit where necessary to insure and establish accurate appraisals on all taxable personal property. The Equalization Division personnel will review all statements and extensions, make valuation recommendations to the assessor in the absence of a prepared personal property statement and load all values on the computer for the assessment roll. All Board of Review changes will be processed on the personal property section of the assessment roll and balanced to insure there are no omissions. The Equalization Division personnel will be available for consultation on all Michigan Tax Tribunal appeals for personal property and will assist the assessor in the preparation of both oral and written defense of appeals as long as there is a current Contract in effect. 2.1.3 The parties also agree that the County will assist the Municipality's Assessor in maintaining files by reviewing current open building permits for residential, commercial and industrial classification and submitting them to the Assessor for final review. The parties likewise agree that due to time constraints between contract approval and required sales study completion date, the County cannot guarrantee that all open permits will be reviewed in preparation for the 2001 tax roll. However, a good faith effort by the County will be made to review as many permits as possible during the first year of this Agreement with normal and complete processing in the second year. 2.2. PURPOSE OF COUNTY "SERVICES" The Parties agree that the purpose of any and all "Equalization Division Assistance Services" or "Services" to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 3 the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1 The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2 The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 4 Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY "SERVICES" Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 5 behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. § 3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2002, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. § 4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any and all costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Taxes Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. § 5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either the Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 6 property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. § 6. PAYMENT SCHEDULE In consideration of the premises set forth in this Contract, the Municipality agrees to pay to the County a fee of $7.00 per year for each real property description and $12.00 per year for each personal property description during the life of this Contract. Payment for the contract year 2000-2001 is due and payable on July 1, 2001, and payment for the contract year 2001-2002 is payable on July 1, 2002. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. 6.2. The Municipality further agrees that if there is any amount due and owing to the County under this Contract, 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 Contract. § 7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County's efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 7 fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against either the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. § 8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. The Municipality shall employ and assign qualified Municipality Agents, as defined in this Contract, as necessary and appropriate to provide for any and all of Municipality's legal obligations for collecting any and all property taxes pursuant to all applicable State Property Tax Laws. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. § 9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 8 the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. § 10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and 'agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. § 12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. § 13. EFFECTIVE DATE. CONTRACT APPROVAL. AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the Charter Township of Highland. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the Charter Township of Highland and shall also be filed with the office of the Clerk of the County and the Clerk for the Charter Township of Highland. § 14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 9 §11. with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to - amend or modify this Contract in any manner. § 15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. § 16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the contest so suggests or requires. § 17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. § 18. NOTICES. Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. § 19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. § 20. ENTIRE CONTRACT This Contract, consisting of a total of eleven (11) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and 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 County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 10 EXECUTED: hn P. Stakoe, Supervisor Charter Township of Highland WITNESSED: 101.40)(rD DATE: 1°11 1100 DATE: EXECUTED: John P. M Oakland C WITNESSED: loch, Chairperson ty Board of Commissioners For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, John P. Stakoe, Supervisor of the Charter Township of Highland, hereby acknowledges that he has been authorized by a resolution of the Board of Trustees of the Charter Township of Highland, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. William E. Brian, Clerk Charter Township of Highland DATE: t?A6i6905 DATE: IN WITNESS WHEREOF, John P. McCulloch, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. G.,Villiam Caddell, Clerk, Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND Page 11 Resolution #00262 October 19, 2000 Moved by Douglas supported by McPherson the resolution be adopted. AYES: Causey-Mitchell, Colasanti, Coleman, Dingeldey, Douglas, Galloway, Garfield, Gregory, Jensen, Law, McCulloch, McPherson, Melton, Millard, Moffitt, Obrecht, Palmer, Patterson, Schmid, Sever, Suarez, Taub, Amos, Appel, Buckley. (25) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, 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 October 19, 2000 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 19th day 9f October, 2000. William Caddell, County -Clerk