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HomeMy WebLinkAboutResolutions - 2002.12.12 - 26753Miscellaneous Resolution #02302 December 12, 2002 BY: General Government Committee, William R. Patterson, Chairperson RE: Board of Commissioners - Authorization for Board Chairperson to Sign Covenant Not to Sue Relative to Bloomfield Acres TO: Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS, the General Government Committee, having carefully considered and deliberated upon the attached Covenant Not to Sue, hereby finds that the parties to the Litigation and the Administrative Proceedings intend on settling all of their differences with respect to the matters raised or that could have been asserted in the Litigation and Administrative Proceedings; and WHEREAS, it is in the best interest of Oakland County and the Board of Commissioners to join in accepting the Agreement reached between the parties, in compromise and settlement of claims that were in dispute in the Litigation and Administrative Proceedings. NOW THEREFORE BE IT RESOLVED THAT the Oakland County Board of Commissioners hereby approves the attached Covenant Not to Sue and ratifies the Chairperson of the Oakland County Board of Commissioner execution of the Covenant Not to Sue. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing Resolution. Zdio IQ Po GENERAL GO i RNMENT COMMITTEE GENERAL GOVERNMENT COMMITTEE Ayes: Middleton, Crawford, Moss, Patterson Nays: Webster Abstain: Taub Absent: McPherson, Friedman Appel, Melton COVENANT NOT TO SUE This Agreement, dated the day of November, 2002, is entered into contemporaneously with a Stipulation to Dismiss and Remand for Entry of a Consent Judgment in the Michigan Supreme Court and several Consent Judgments to be entered by the Oakland County Circuit Court ("Consent Judgments"). RECITALS 1. Litigation has ensued between some of the parties and is designated as follows: a. Charter Township of Bloomfield v G. William Caddell, in his capacity as Oakland County Clerk, and City of Pontiac and Harbor Telegraph-2103 L.L.C., Bloomfield Acres Acquisition Company L.L.C., Harbor Telegraph-1881 L.L.C., Harbor Telegraph-1899 L.L.C., and Harbor Vogue Plaza L.L.C., Supreme Court Case No. 122419, Court of Appeals No. 238209, Oakland County Circuit Court No. 01-033228-CZ. b. Edward G. Lennon and Brad Simmons v G. William Caddell, in his capacity as Oakland County Clerk, City of Pontiac, Charter Township of Bloomfield, and City of Birmingham, Oakland County Circuit Court Case No. 01-035302- AW. c. Harbor Telegraph-2103 L.L.C., Bloomfield Acres Acquisition Company L.L.C., Harbor Telegraph-1881 L.L.C., Harbor Telegraph-1899 L.L.C., and Harbor Vogue Plaza L.L.C., and City of Pontiac v Oakland County Board of Commissioners, Commissioner Shelly Taub, Commissioner David Buckley and Charter Township of Bloomfield and L. Brooks Patterson, Oakland County Executive, Supreme Court Case Nos. 122420, 122421, 122422 and 122423. Court of Appeals No. 236246, Oakland County Circuit No. 01- 036872-CZ. The cases described in subparagraphs 1(a) through 1(c) are hereinafter collectively referred to as "the Litigation." II. Administrative proceedings have ensued between some of the parties and are designated as follows: a. David Payne, in his capacity as Supervisor, and the Charter Township of Bloomfield v Oakland County and Oakland County Board of Commissioners, Michigan Tax Tribunal Docket No. 0290997. b. City of Birmingham v Oakland County and Oakland County Board of Commissioners, Michigan Tax Tribunal Docket No. 0291089. The cases described in subparagraphs II(a) and II(b) are hereinafter collectively referred to as "the Administrative Proceedings." REPRESENTATIONS III. The Parties 1) Bloomfield Township is a Michigan charter township and David Payne is acting in his representative capacity as the duly elected Supervisor and Daniel C. Devine, Jr., is acting in his representative capacity as the duly elected Treasurer, and both have been authorized to execute this Agreement, together with the other settlement documents, as to the Litigation and Administrative Proceedings. 2) The City of Birmingham is a Michigan municipal corporation and Seth Chafetz is acting in his representative capacity as the duly elected Mayor, and Nancy M. Weiss is acting in her representative capacity as the duly appointed Clerk, and both have been authorized to execute this Agreement, together with the other settlement documents as to the Litigation and Administrative Proceedings. 3) L. Brooks Patterson is the duly elected County Executive of the County of Oakland acting in his representative capacity as to the Litigation described in paragraph 1(c) above. 4) Tom Law is acting in his representative capacity as the Chairman of the Oakland County Board of Commissioners as to the Litigation and Administrative Proceedings. 5) G. William Caddell is the duly elected County Clerk of the County of Oakland acting in his representative capacity as to the Litigation. 6) The County of Oakland is a Michigan municipal corporation and party to the Administrative Proceedings. 7) Brad Simmons and Edward G. Lennon are individuals with authority to execute this Agreement as to the Litigation set forth in paragraph 1 (b) above; and they are all duly authorized to execute this Agreement. IV. Agreement The parties mutually agree as follows: It is understood and agreed that this Agreement reached between the parties was made in compromise and settlement of claims that were in dispute in the Litigation and Administrative Proceedings. 2 The parties to the Litigation intend on settling all of their differences with respect to the matters raised or that could have been asserted in the Litigation. As to those matters, this Agreement shall bind the Parties to the Litigation, and their elected or appointed officials, officers, and employees, while acting in their official capacities as well as their agents, successors and assigns. The parties to the Administrative Proceedings intend on settling all of their differences with respect to the matters raised or that could have been asserted in the Administrative Proceedings. As to those matters, this Agreement shall bind the Parties to the Administrative Proceedings, and their elected or appointed officials, officers, and employees, while acting in their official capacities as well as their agents, successors and assigns. The Litigation shall be dismissed as provided for in the Stipulation to Dismiss and Remand for Entry of Consent Judgment, attached as Exhibit A. The parties to the Administrative Proceedings agree that they will immediately seek from the Michigan Tax Tribunal dismissals with prejudice and without costs of the Administrative Proceedings. The provisions of this Covenant Not to Sue regarding the Administrative Proceedings shall be conditioned on issuance of dismissals with prejudice and without costs by the Michigan Tax Tribunal of the Administrative Proceedings. The parties agree that the Consent Judgments are given in full satisfaction for any and all claims made or raised or that could have been asserted by the parties to the Litigation or the parties to the Administrative Proceedings. The parties involved in the Litigation agree not to pursue or file any additional lawsuits, claims or actions, or pursue or file for any additional administrative relief or remedies with respect to the matters raised in the Litigation or that could have been asserted in the Litigation. The parties involved in the Administrative Proceedings agree not to pursue or file any additional lawsuits, claims or actions, or pursue or file for any additional administrative relief or remedies with respect to the matters raised in the Administrative Proceedings, or that could have been asserted in the Administrative Proceedings. This Agreement, together with the Stipulation to Dismiss and Remand to be filed in the Michigan Supreme Court, and the Stipulations for Entry of Consent Judgment to be entered by the Oakland County Circuit Court in cases 01-034152-CZ, 01-033228-CZ, 01-035302-CZ-AW and 01-036872-CZ, and the agreement to seek dismissal of Administrative Proceedings before the Michigan Tax Tribunal Docket Nos. 0291089, and 290997, contains the entire Agreement between the parties. This Agreement will be enforced and interpreted pursuant to the laws of the State of Michigan. 3 The parties represent to the others that they have read this document, conferred with their own attorneys, and fully understand and agree to be bound by this Agreement. This Covenant Not to Sue may be executed in one or more counterparts as one Agreement. SIGNED AND SEALED THIS DAY OF NOVEMBER, 2002, IN THE PRESENCE OF: CAUTION: READ BEFORE SIGNING. WITNESS: CHARTER TOWNSHIP OF BLOOMFIELD David Payne, Supervisor Daniel C. Devine, Jr., Treasurer WITNESS: CITY OF BIRMINGHAM Seth Chafetz, Mayor Nancy M. Weiss, Clerk WITNESS: L. Brooks Patterson, Oakland County Executive 4 WITNESS: G. William Caddell, Oakland County Clerk WITNESS: OAKLAND COUNTY BOARD OF COMMISSIONERS Tom Law, Chairman WITNESS: OAKLAND COUNTY By: L. Brooks Patterson, Its: County Executive WITNESS: Edward G. Lennon WITNESS: Brad Simmons SECREST, WARDLE, LYNCH Fax: 2485301 224 Nov 20 2002 15:11 P.02 STATE OF MICHIGAN IN THE SUPREME COURT HARBOR TELEGRAPH-2103 L.L.C., BLOOMFIELD ACRES ACQUISITION COMPANY, L.L.C., HARBOR TELEGRAPH-1881 L.L.C., HARBOR TELEGRAPH-1899 L.L.C., and HARBOR VOGUE PLAZA, L.L.C., ("HARBOR COMPANIES"), Plaintiffs/Appellees, and CITY OF PONTIAC, a municipal corporation, Intervening Plaintiff/Appellee, OAKLAND COUNTY BOARD OF COMMISSIONERS, Oakland Circuit Court COMMISSIONER SHELLEY TAUB and COMMISSIONER DAVID BUCKLEY, Defendants/Appellants, and CHARTER TOWNSHIP OF BLOOMFIELD, a municipal corporation, Supreme Court Case Nos. 122420 122421 1 22422 122423 Court of Appeals Case Nos. 239211 239246 239249 239255 Case No. 01-036872-CZ Intervening Defendant and Cross-Plaintiff/Appelrant, and L. BROOKS PATTERSON, OAKLAND COUNTY EXECUTIVE, Defendant and Cross-Defendant/Appellee. Plaintiff/Appellant, Supreme Court Case No. 122419 SECREST, WARDLE, LYNCH Fax: 2485381224 Nov 20 2002 15:11 P.03 CHARTER TOWNSHIP OF BLOOM FIELD. a Michigan municipal corporation, G. WILLIAM CADDELL, in his capacity as OAKLAND COUNTY CLERK, and Defendant/Appellee, and Court of Appeals Case No. 238209 Oakland Circuit Court . Case No 01-033228-CZ CITY OF PONTIAC, a Michigan Municipal corporation, HARBOR TELEGRAPH-2103 L.L.C., BLOOMFIELD ACRES ACQUISITION COMPANY, L.L.C., HARBOR TELEGRAPH- 1881, L.L.C., HARBOR TELEGRAPH-1899 L.L.C., AND HARBOR VOGUE PLAZA, L.L.C. ("HARBOR COMPANIES"), Intervening Defendants/Appellees. STIPULATION TO DISMISS AND REMAND FOR ENTRY OF CONSENT JUDGMENTS The parties to each of the captioned appeals, having entered into a Release and Satisfaction or a Covenant Not To Sue, contemporaneous with a certain Agreement for Conditional Transfer of Property between the City of Pontiac ("Pontiac") and the Charter Township of Bloomfield ("Bloomfield") (attached as Exhibit A), and a certain Development Agreement between Pontiac, Bloomfield and Harbor Companies (attached as Exhibit B), hereby stipulate through their attorneys that the Court may dismiss these appeals and remand for further proceedings in the Oakland County Circuit Court in accordance with the following stipulation: 1. Supreme Court Case No. 122419 shall be dismissed and remanded to the Circuit Court for entry of a Consent Judgment in accordance with this 1 SECREST,WARDLE.LYNCH Fax:2485381224 , Nov 20 2002 15:11 Stipulation. 2. Supreme Court Case Nos. 122420, 122421, 122422, and 122423 shall be dismissed and remanded to the Circuit Court for entry of a Consent Judgment in accordance with this Stipulation. 3. On remand, Oakland County Case Nos. 01-033228-CZ, 01-036872- CZ, 01-034152-CZ, and 01-035302-AW shall be dismissed in their entirety. 4. On remand, the Agreement for Conditional Transfer of Property between Pontiac and Bloomfield (attached as Exhibit A) shall be approved by the Court as the final resolution of the disputes at issue in Oakland County Case Nos. 01-033228-CZ, 01-035302-AW, 01-036872-CZ, and 01-034152-CZ. . 5. On remand, zoning decisions with respect to the portion of the Subject Property governed by the Agreement for Conditional Transfer of Property between Pontiac and Bloomfield shall be made by the Joint Development Council created under that Agreement, and subject to review as provided by that Agreement. 6. Michigan Tax Tribunal Case Nos. 291089 and 290997 shall be dismissed in their entirety. 7. All parties shall acknowledge and support the validity of the Agreement for Conditional Transfer of Property between Pontiac and Bloomfield, and the Agreement for Conditional Transfer of Property between Birmingham and Bloomfield, as amended, for all purposes stated in those Agreements. All parties that are also signatories to those Agreements shall defend the validity of those Agreements. 8. All dismissals entered pursuant to this Stipulation shall be with prejudice and without costs. 9. Any dismissals entered pursuant to this Stipulation shall not, in any future proceedings not involving the Subject Property (as described in Exhibit C), be interpreted or construed to impair, impede or bar any party from asserting any and all claims and defenses, including the claims and defenses previously asserted in the cases described in paragraph 4 of this Stipulation. P. 04 SECREST, WARDLE, LYNCH Fax: 2485:301224 Nov 20 2002 15:11 P.05 Respectfully submitted: HONIGMAN MILLER SCHWARTZ & COHN Counsel for Harbor Companies Dated: . , 2002 Norman Hyman (P15319) Barry Howard (P23458) Susan K. Friedlaender (P41873) KUPELIAN, ORMOND & MAGY, P.C. Counsel for City of Pontiac Dated: , 2002 Stephen P. Ormond (P28324) Elaine A. Murphy (P60359) OAKLAND COUNTY CORPORATION COUNSEL Counsel for Oakland County Executive and County Clerk Dated: , 2002 Keith Lerminiaux (P30190) Julie L. Secontine (P43989) POLING, MCGAW & POLING, P.C. Counsel for Oakland County Board of Commissioners., et al By: Dated: 2002 Richard B. Poling, Jr. (P25312) By: By: By: 3 SECREST, WARDLE, LYNCH Fax: 2485301224 Nov 20 2002 15:11 P.06 SECREST, WARDLE, LYNCH, HAMPTON, TRUEX & MORLEY Counsel for Charter Township of Bloomfield By: Dated: 2002 William P. Hampton (P14591) Gerald A. Fisher (P13462) Janet Callahan Barnes (P29887) FOSTER, SWIFT, COLLINS & SMITH, P.C. Co-Counsel for Charter Township of Bloomfield By: Dated: 2002 Witham K. Fahey (P27745) Eric E. I>oster (P41782) McGINTY, JAKUBIAK, HITCH & HOUSEFIELD, P.C. Counsel for City of Pontiac By: Dated: 2002 Dennis E. McGinty (P17407) 4 SECREST, WARDLE, LYNCH Fax: 2485:381224 Nov 20 2002 15:11 P. I. PONTIAC CITY ATTORNEY Co-Counsel for City of Pontiac By: 2002 Mark J. Hotz (P32398) Dated: SA1 51 TWP1BLOOMKDOC 1 ..VVPD 5 SECREST,WARDLE,LYNCH Fax:2485381224 Nov 20 2002 15:11 P.08 STATE OF MICHIGAN MICHIGAN TAX TRIBUNAL DAVID PAYNE, in his capacity as Supervisor of the Charter Township of Bloomfield, and the CHARTER TOWNSHIP OF BLOOMFIELD, a Michigan municipal corporation, Petitioners, -VS- OAKLAND COUNTY, a Michigan municipal corporation, and OAKLAND COUNTY BOARD OF COMMISSIONERS, Respondents. MU Docket No. 290997 SECREST, WARDLE, LYNCH, HAMPTON, TRUEX AND MORLEY BY: WILLIAM P. HAMPTON (P 14591) Attorney for Petitioners 30903 Northwestern Highway P.O. Box 3040 Farmington Hills, MI 48333-3040 (248) 851-9500 POLLING, McGAW & POLING By: RICHARD B. POLING, JR. (P 25312) Attorney for Respondent Oakland County Board of Commissioners 5435 Corporate Drive, Suite 275 Troy, MI 48098-2624 (248) 641-0500 OAKLAND COUNTY CORPORATION COUNSEL By: KEITH J. LERMINIAUX (P 30190) JULIE L. SECONTINE (P 43989) Attorneys for Respondent Oakland County 1200 N. Telegraph Road Pontiac, MI 48341-0419 (248) 858-0550 JOINT MOTION TO WITHDRAW AND FOR DISMISSAL NOW COME the parties, by and through their respective attorneys, and for the parties' Joint Motion to Withdraw and for Dismissal, state as follows: 1. The Petitioners, on May 29, 2002, filed with the Michigan Tax Tribunal Petitioner's Petition initiating this case. SECREST, WARDLE, LYNCH Fax: 2485381224 Nov 20 2002 15:12 P. 09 2. The Respondents have each filed with the Michigan Tax Tribunal their respective Answers to the Petitioners' Petition. 3. The Petitioners have determined that it is in the best interest to withdraw their Petition and have the Michigan Tax Tribunal dismiss this case with prO.udice and with no costs or attorneys fees awarded to any party by the Michigan Tax Tribunal's entry of the attached Order of Dismissal, which is attached hereto as Exhibit A. 4. The Respondents concur in the Petitioners request that the Petitioners' Petition be withdrawn and that this case be dismissed with prejudice and with no costs or attorneys fees awarded to any party by the Michigan Tax Tribunal's entry of the Order of Dismissal, which is attached hereto as Exhibit A. WHEREFORE, the parties jointly request that the Petitioners' Petition be withdrawn and that this case be dismissed with prejudice and with no costs or attorneys fees awarded to any party by the Michigan Tax Tribunal's entry of the Order that is attached hereto as Exhibit A. SECREST, WARDLE, LYNCH, HAMPTON, POLLING, McGAW & POLING TRUEX AND MORLEY Ldt—nP' By: By: RICHARD B. POLING, JR. (P 25312) WILLIAM P. HAMPTON (P 14591) Attorney for Respondent Oakland Attorney for Petitioners County Board of Commissioners OAKLAND COUNTY CORPORATION COUNSEL By: KEITH J. LERMIN1AUX (P 30190) JULIE L. SECONT1NE (P 43989) Attorneys for Respondent Oakland County Dated: November 20, 2002 C.WrPortbilSecrest\HINKLEJ\442091_1.DOC 2 SECREST,WARDLE,LYNCH Fax: 2485381224 Nov 20 2002 15:12 P.10 STATE OF MICHIGAN MICHIGAN TAX TRIBUNAL DAVID PAYNE, in his capacity as Supervisor of the Charter Township of Bloomfield, and the CHARTER TOWNSHIP OF BLOOMFIELD, a Michigan municipal corporation, Petitioners, MTT Docket No. 200997 OAKLAND COUNTY, a Michigan municipal corporation, and OAKLAND COUNTY BOARD OF COMMISSIONERS, Respondents. ORDER OF DISMISSAL. The parties having filed a Joint Motion to Withdraw and for Dismissal requesting • the Michigan Tax Tribunal to allow the Petitioners to withdraw their Petition and to dismiss this case with prejudice and with no costs and or attorneys fees to any party: IT IS HEREBY ORDERED that the Petitioners' Petition is withdrawn and this case is dismissed with prejudice and with no costs or attorneys fees awarded to any party. MICHIGAN TAX TRIBUNAL BY: Entered: 442107_1.DOC SECREST. WARDLE, LYNCH Fax: 248538,1224 Nov 20 2002 15:12 P.11 RELEASE AND SATISFACTION This Release and Satisfaction, entered into this day of November, 2002, is entered into contemporaneously with a Stipulation to Dismiss and Remand for Entry of a Consent Judgment and a certain Consent Judgment ("Consent Judgment") entered into between the parties hereto, an Agreement for Conditional Transfer of Property between the Charter Township of Bloomfield and the City of Pontiac ("425 Agreement") and a Development Agreement, all entered into pursuant to the Consent Judgment. RECITALS WHEREAS, certain litigation has ensued between the various parties hereto, which litigation is entitled as follows with the applicable case numbers: a. Charter Township of Bloomfield v G. Williarn Caddell, in his capacity as Oakland County Clerk and Mary Jo Hammond, in her capacity as Director of Elections for Oakland County and City of Pontiac and Harbor Telegraph-2103 L.L.C., Bloomfield Acres Acquisition Company LL.C., Harbor Telegraph-1881 L.L.C., Harbor Telegraph-1899 L.L.C. and Harbor Vogue Plaza L.L.C., Supreme Court Case No. 122419, Court of Appeals No. 238209, Oakland County Circuit Court No. 01-033228-CZ. Harbor Telegraph-2103 L.L.C., Bloomfield Acres Acquisition Company L.L.C., Harbor Telegraph-1881 L.L.C., Harbor Telegraph-1899 L.L.C. and Harbor Vogue Plaza L.L.C. and City of Pontiac v Oakland County Board of Commissioners, Commissioner Shelly Taub, Commissioner David Buckley and Charter Township of Bloomfield and L. Brooks Patterson, Oakland County Executive, Supreme Court Case Nos. 122420, 122421, 122422 and 122423. Court of Appeals No. 239246, Oakland County Circuit Court No. 01-036872-CZ. c. Harbor Telegraph-2103 L.L.C., Bloomfield Acres Acquisition Company L.L.C., Harbor Telegraph-1881 L.L.C., Harbor Telegraph-1899 L.L.C. and Harbor Vogue Plaza L.L.C. and City of Pontiac v Charter Township of Bloomfield and City of Birmingham, Oakland County Circuit Court Case No. 01-034152-CZ. d. Edward G. Lennon and Brad Simmons v G. William Caddell, in his capacity as Oakland County Clerk, City of Pontiac, Charter Township of Bloomfield, and City of Birmingham, Oakland County Circuit Court Case No, 01-035302- AW. e. David Payne, in his capacity as Supeivisor, and the Charter Township of Bloomfield v Oakland County and Oakland County Board of Commissioners, Michigan Tax Tribunal Docket No. 0290997. SECREST, WARDLE, LYNCH Fax: 2485381224 Nov 20 2002 15:12 P.12 f. City of Birmingham v Oakland County and Oakland County Board of Commissioners, Michigan Tax Tribunal Docket No. 0291089. Charter Township of Bloom field v John R. Nolen and Jeremy Navarre, Oakland County Circuit Court Case No. 01-036364-CZ. WHEREAS, pursuant to the Consent Judgment, all of the above litigation will be dismissed with prejudice with respect only to the Land described in Exhibits A and B and without costs and the Development Agreement and Agreement for Conditional Transfer of Property will be implemented; in addition, the parties to the Administrative Proceedings in the Michigan Tax Tribunal (MU) agree that they will immediately seek from the Michigan Tax Tribunal dismissals with prejudice and without costs of the MIT Matters; and WHEREAS, the parties intend on settling all of their differences and causes of action with respect to the Land whether asserted or not at this tf me and by this Release and Satisfaction intend to release each other, together with their elected and appointed officials, officers, agents, members, managers and employees and third party beneficiaries listed below; and WHEREAS, the subject matter of the litigation is land legally described on Exhibit A (transferred land area) and Exhibit B (Birmingham 425 land) both Exhibits are attached hereto and incorporated herein by reference. REPRESENTATIONS 1. Bloomfield Township is a Michigan charter township and David Payne is the duly elected Supervisor and Dan Devine, Jr. is the duly elected Treasurer, and both have been authorized to execute this Release and Satisfaction, together with the other settlement documents, including this Release and Satisfaction referred to herein above. 2. The City of Pontiac is a Michigan municipal corporation and Willie Payne is the duly elected Mayor and Vivian Spann is the duly appointed Clerk, and both have been authorized to execute this Release and Satisfaction, together with the other settlement documents, including this Release and Satisfaction referred to herein above. 3. The City of Birmingham is a Michigan municipal corporation and Seth Chafetz is the duly elected Mayor and Nancy M. Weiss is the duly appointed Clerk, and both have been authorized to execute this Release and Satisfaction, together with the other settlement documents including this Release and Satisfaction referred to herein. 4. Harbor Telegraph-2103, LLC Harbor Telegraph-1881, LLC, Harbor Telegraph-1899, LLC, Harbor Vogue Plaza, LLC and Bloomfield Acres Acquisition Company L.L.C. are the only entities that have a legal or equitable ownership interest in the transferred Land area as described in attached Exhibit A and Craig Schubiner, their Managing Member, is duly authorized by said companies to execute all settlement documents, including this Release and Satisfaction on behalf of said entities. g. 2 SECREST,WARDLE,LYNCH Fax:2485381224 Nov 20 2002 15:12 P.13 5. The County of Oakland is a Michigan municipal corporation; Tom Law is the Chairman of the Oakland County Board of Commissioners; and Shelly Taub and David Buckley are duly elected Oakland County Commissioners; arid they are all duly authorized by said County and on their own behalf to execute this Release and Satisfaction, together with the other settlement documents referred to herein. 6. All parties represent to the others that they have read this document, conferred with their own attorneys, and fully understand arid agree to be bound by this Release and Satisfaction. RELEASE AN SATISFACTION In consideration for the execution of the 425 Agreement, the Development Agreement and the Consent Judgment, all parties hereby release and forever discharge the other parties named herein, together with their elected and/or appointed officials, officers, agents, managers, members and employees, from any and all consequences or claims relating to all the litigation stated herein above, and any and all unasserted claims, whether known or unknown, related to, and any and all actions or claims arising by reason of, any damage or loss that may arise directly or indirectly out of the aforementioned litigation. It is understood and agreed that the settlement reached between the parties was made in compromise and settlement of claims that were in dispute including any unasserted claims. This Release and Satisfaction is being given by all parties voluntarily and is not based upon any representations or statements of any kind made by any Defendant or Defendants' representatives or any Plaintiff or Plaintiffs' representatives as the merits, legal liability, or any other matter other than as stated in the Act 425 Agreement, the Development Agreement and the Consent Judgment. it is further understood and agreed that this Release and Satisfaction is intended to cover all actions and claims relating to the subject Land, which may arise directly or indirectly by virtue of facts existing on the date hereof, as they may now appear or as they may appear at any time in the future. Provided, however, this Release and Satisfaction does not cover property taxes, liens, fees for water, sewage and refuse collection existing as of the date hereof. This Release and Satisfaction is executed with the full knowledge and understanding that there may be more serious consequences or damage than currently appear. This Release and Satisfaction shall also include as third party beneficiaries those property owners or current or former tenants of land in the transferred area (Exhibit A) and in the Birmingham 425 Agreement area (Exhibit B) outside the area of the Pontiac 425 Agreement (Exhibit A) including but not limited to Carl Rose and Donna Rose his wife, Calico Corners, Everfast, Inc., CapeIli's Salon, Anderson Honda Car Sales, Elsie Anderson, E.C. Lauckner Trust, UEOS Telegraph L.L.C., National Amusement, Inc. d/b/a Miracle Mile Drive-In, C. Rose Enterprises, L.L.C., Uncle Ed's Oil Shoppe, Vic's World 3 SECPEST, WARDLE, LYNCH Fax: 2485381,224 Nov 20 2002 15:13 P.14 Class Market, Apple Tree Family Dining, Carl's Gotland, Inc., Carl's Driving Range, Carl's Parking, John R. Nolen, and Jeremy Navarre all of whom shall be released from any claims, directly or indirectly related to the subject Land. This Release and Satisfaction, together with the Consent Judgment, Development Agreement and 425 Agreement, contains the entire agreement between the parties. The terms of this Release and Satisfaction are contractual. This Release and Satisfaction will be interpreted and enforced pursuant to the laws of the State of Michigan, and shall be binding upon the signors and their respective successors in interest. This Release and Satisfaction may be executed in one or more counterparts as one agreement and shall be binding upon the parties when executed by the patties. SIGNED AND SEALED THIS DAY OF NOVEMBER, 2002, IN THE PRESENCE OF: CAUTION: READ BEFORE SIGNING. WITNESS: HARBOR TELERAPH-2.1.03 Craig Schubiner, Managing Member WITNESS: BLOOMFIELD ACRES _ACQUISITION COMPANY L.L.C. Craig Schubiner, Managing Member WITNESS: HARBOR TELEGRAPH-1881 L.L.C. Craig Schubiner, Managing Member 4 SECREST. WARDLE, LYNCH Fax: 2485381 224 Nov 20 2002 15:13 P.15 WITNESS: HARBOR TELEGRAPH-1899 L.L.C. Craig Schubiner, Managing Member WITNESS: HARBOR VOGUE_ piAzA Craig Schubiner, Managing Member WITNESS: CHARTER TOWNSHIP OF BLOOMFIELD David Payne, Supervisor Dan Devine, Jr., Treasurer WITNESS: CITY OF PONTIAC Willie Payne, Mayor Vivian Spann, Clerk 5 SECREST,WARDLE,LYNCH Fax:2485381224 Nov 20 2002 15:13 P.16 WITNESS: CITY OF BIRMINGHAM Seth Chafeiz, Mayor Nancy M. Weiss, Clerk WITNESS: Oakland County Board of Commissioners BY: Tom Law, Chairman WITNESS: Shelly Taub, Oakland County Commissioner WITNESS: David Buckley, Oakland County Commissioner WITNESS: John R. Nolen 6 SECREST.WARDLE,LYNCH Fax:2485381224 Nov 20 2002 15:13 P.17 WITNESS: Jeremy Navarre WITNESS: Edward G. Lennon WITNESS: Brad Simmons 438973_1.DOC 7 SUREST, 'dAROLE, LYNCH Fax:2485381224 Nov 20 2002 , 15:13 P.13 STATE OF MICHIGAN IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND HARBOR TELEGRAPH-2103 L.L.C., BLOOMFIELD ACRES ACQUISITION COMPANY L.L.C., HARBOR TELEGRAPH- 1881 L.L.C., HARBOR TELEGRAPH-1899 L.L.C., and HARBOR VOGUE PLAZA L.L.C. ("HARBOR COMPANIES"), Case No. 01-036872-CZ Plaintiffs, Honorable Richard D. Kuhn and CITY OF PONTIAC, a municipal corporation, Intervening Plaintiff, OAKLAND COUNTY BOARD OF COMMISSIONERS, COMMISSIONER SHELLY TAUB, and COMMISSIONER DAVID BUCKLEY, Defendants, and CHARTER TOWNSHIP OF BLOOMFIELD, a municipal corporation, Intervening Defendant and Cross-Plaintiff, and L. BROOKS PATTERSON, Defendant and Cross-Defendant. Richard B. Poling, Jr. (P25312) POLING, MCCAW & POLING, P.C. Counsel for Oakland County Board of Commissioners 5435 Corporate Drive, Suite 275 Troy, MI 48098-2624 (248) 641•0500 Robert M. Carson (P11682) Karen H. Safran (P51317) Gregory 1. Obloy (P58104) CARSON FISHER, P.L.C. Counsel for L. Brobks Patterson 300 E. Maple Road, Third Floor Birmingham, MI 48009 (248) 644-4840 Keith J. Lerminiaux (P30190) Julie Secontine (P43989) OAKLAND COUNTY CORPORATION COUNSEL Of-Counsel on Behalf of L. Brooks Patterson 1200 N. Telegraph Road, Dept. 419 Pontiac, MI 48341 (248) 858-0557 SECREST, WARDLE, LYNCH Fax: 2485:381224 Nov 20 2002 15:13 P. 19 . , Norman Hyman (P15319) Susan K. Friedlaender (P41873) HON1GMAN MILLER SCHWARTZ & COHN - Counsel for Harbor Companies 32270 Telegraph Road, Suite 225 Bingham Farms, MI 48025-2457 (248) 566-8300 William P. Hampton (P14591) Gerald A. Fisher (P13462) Sam J. Faycurry (P53612) Counsel for Charter Township of Bloomfield 30903 Northwestern Highway P.O. Box 3040 Farrnington Hills, MI 48333-3040 (248) 851-9500 William K. Fahey (P27745) FOSTER, SWIFT, COLLINS & SMITH, P.C. Co-Counsel for Charter Township of Bloomfield 313 S. Washington Square Lansing, MI 48933 (517) 371-8100 Stephen P. Ormond (P28324) Elaine A. Murphy (P60359) KUPELIAN, ORMOND & MAGY, P.C. Counsel for City of Pontiac 25800 Northwestern Highway, Suite 950 Southfield MI 48075 (248) 357-0000 STIPULATION FOR ENTRY OF CONSENT JUDGIVIENT 1 SECREST,WARDLE.LYNCH Fax: 2485:33224 Nov 20 2002 15:13 ' The parties have stipulated to dismiss the appeals in this matter, and have entered into a Release and Satisfaction or a Covenant Not To Sue, contemporaneous with a certain Agreement for Conditional Transfer of Property between the City of Pontiac ("Pontiac") and the Charter Township of Bloomfield ("Bloomfield") (attached as Exhibit A), and a certain Development Agreement between Pontiac, Bloomfield and Harbor Companies (attached as Exhibit B). This matter has been remanded to this Court by Order of the Michigan Supreme Court for entry of a Consent Judgment. The parties hereby stipulate through their attorneys that this Court may enter a Consent Judgment as follows: 1. Oakland County Circuit Court Case No. 01-036872-CZ shall be dismissed in its entirety. 2. The Agreement for Conditional Transfer of Property between Pontiac and Bloomfield shall be approved by this Court as the final resolution of the disputes at issue in Oakland County Circuit Court Case No. 01-036872-CZ. 3. This Stipulation for Entry of Consent Judgment is being entered into contemporaneously with similar stipulations filed in cases pending before Judge Denise Langford-Morris in the following cases; 01-033228-CZ, 01-034152-C7, and 01-035302-AW. 4. All parties shall acknowledge and support the validity of the Agreement for Conditional Transfer of Property between Pontiac and Bloomfield, and the Agreement for Conditional Transfer of Property between the City of Birmingham and Bloomfield, as amended, for all purposes stated in those Agreements. All parties that are also signatories to those Agreements shall defend the validity of those Agreements. 5. The dismissal of this case shall be with prejudice and without costs. 6. The dismissal of this case shall not, in any future proceedings not involving the Subject Property (as described in Exhibit C), be interpreted or construed to impair, impede or bar any party from asserting any and all claims and defenses, including the claims and defenses previously asserted in this matter. 7. Within ten days of the entry of the Consent Judgment, and subject to P. 20 2 SECREST,WARDLE,HYNCH Fax:248538I224 Nov 20 2002 15:13 P.21 0 , approval of the Michigan State Director of Elections, the Clerks for Bloomfield, Oakland County and Pontiac shall destroy any and all absentee detachment ballots in their possession, and shall certify to the Court in writing and under oath that such ballots have been destroyed. 8. This Consent Judgment resolves the last pending claims between the parties and closes the case. HONIGMAN MILLER SCHWARTZ & COHN Counsel for Harbor Companies Dated: , 2002 Norman Hyman (P15319) Susan K. Friedlaender (P41873) KUPELIAN, ORIVIOND & MAGY, P.C. Counsel for City of Pontiac Dated: ,2002 Stephen P. Ormond (P28324) Elaine A. Murphy (P60359) By: By: 3 SECREST,WARDLE,LYNCH Fax:2485381224 . Nov 20 2002 15:13 P.22 r CARSON FISHER, P.L.C. Counsel for Oakland County Executive By: Dated: 2002 Robert M. Carson (P11682) Karen H. Safran (P51317) Gregory T. Obioy (P58104) OAKLAND COUNTY CORPORATION COUNSEL Of Counsel on behalf of Oakland County Executive and County Clerk By: Dated: 2002 Keith Lerminiaux (P30190) Julie L. Secontine (P43989) POLING, MCGAW & POLING, P.C. Counsel for Oakland County Board of Commissioners Dated: , 2002 Richard B. Poling, Jr. (P26312) By: SECREST, WARDLE, LYNCH, HAMPTON, TRUEX & MORLEY Counsel for Charter Township of Bloomfield By: 2002 William P. Hampton (P14591) Gerald A. Fisher (P13462) Janet Callahan Barnes (P29887) Dated: 4 SECREST,WARDLE,LYNCH Fax: 2485381224 . Nov 20 2002 15:14 P. 23 • • FOSTER, SWIFT, COLLINS & SMITH, P.C. _ Co-Counsel for Charter Township of Bloomfield By: 2002 William K. Fahey (P27745) Dated : CONSENT JUDGMENT At a session of said Court, held in the Oakland County Circuit Courtrooms, Pontiac, Michigan, on the day of , 2002. PRESENT: HONORABLE RICHARD D. KUHN, Circuit Judge This matter came before this Court pursuant to the above Stipulation for Entry of Consent Judgment, which has been approved by counsel for all of the parties. The Court has reviewed the terms of said Stipulation -for Entry of ConteThit Judgment, and the Exhibits attached thereto, and finds that the resolution proposed for this matter is fair, equitable, and in the public interest, and hereby approves the same in its entirety. IT IS HEREBY ORDERED that this Court's CONSENT JUDGMENT is entered in strict accordance with the foregoing Stipulation for Entry of Consent Judgment. This Consent Judgment resolves the last pending claims between the parties and closes the case. Honorable Richard D. Kuhn Circuit Court Judge S:\1 El \TWP\BLOONIF\DOCS WPD 5 Resolution #02302 December 12, 2002 Moved by Sever supported by Suarez the resolutions on the Consent Agenda, be adopted (with accompanying reports being accepted). AYES: Brian, Buckley, Causey-Mitchell, Crawford, Dingeldey, Douglas, Galloway, Gregory, Law, McPherson, Melton, Middleton, Moffitt, Moss, Obrecht, Palmer, Patterson, Sever, Suarez, Webster, Appel. (21) NAYS: None. (0) A sufficient majority having voted therefore, the resolutions on the Consent Agenda, were adopted (with accompanying reports being accepted). I HEREB ;PM() E FOREGOING RESOLUTION /2"-/j'D-jtri/ 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 December 12, 2002, 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 12th day of December, 2002. G. William Caddell, County Clerk L. Brooks P L. Brooks P... :mon, County Executive Date rson, County Executive Date