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HomeMy WebLinkAboutResolutions - 2002.01.24 - 26805January 24, 2002 MISCELLANEOUS RESOLUTION # 02008 By: Planning and Building Committee, Charles E. Palmer, Chairperson IN RE: DRAIN COMMISSIONER - AUTHORIZATION TO CONTRACT TO PROVIDE SERVICES TO LOCAL GOVERNMENTS OR OTHER PUBLIC AGENCIES To the Oakland County Board of Commissioner Chairperson, Ladies and Gentleman: WHEREAS, the Drain Commissioner, in carrying out his functions under the various public work statutes, employs personnel with knowledge and expertise in a variety of disciplines that includes engineering, construction inspection, water and sewer maintenance, watershed management, and land acquisition ("OCDC Services"); and, WHEREAS, local government and other public agencies (i.e. Road Commission) frequently seek the assistance and expertise of the Drain Commissioner's staff to perform OCDC Services on a short term or intermittent basis; and, WHEREAS, the Drain Commissioner desires to offer assistance of his staff to local governments and other public agencies, subject to a standard contract to recover all direct and indirect costs for OCDC Services; and, WHEREAS, in order to provide OCDC services to local communities and public agencies in a prompt and efficient manner, the Drain Commissioner requests authorization to utilize the attached "Standard Contract for OCDC Services"; NOW THEREFORE BE IT RESOLVED that the Board of Commissioners hereby authorizes the Drain Commissioner to enter into agreements with local governments and public agencies to provide OCDC Services utilizing a "Standard Contract for OCDC Services Interlocal Agreements", in substantially the form attached hereto, subject to final approval by Corporation Counsel, and providing that all costs, direct and indirect, will be fully recovered and no costs will be incurred by the County; BE IT FURTHER RESOLVED that the Drain Commissioner is authorized to enter into Interlocal Agreements for OCDC Drain Services for the following tasks: construction inspection, cross connection inspections, right of way and condemnation work, illicit discharge inspection services, and watershed and management training services. Scopes of work for these services shall be provided to Corporation Counsel and the Planning and Building Committee on or before January 31, 2002. Planning and Building Committee vote: Motion carried on unanimous roll call vote BE IT FURTHER RESOLVED that such Interlocal Agreements for right of way and condemnation work shall be for one year or less. All other Interlocal Agreements shall be for six months or less. After commencement of a project, if it appears that the project cannot be completed under the Interlocal Agreement, the Drain Commissioner shall, subject to approval of the Board of Commissioners, be authorized to extend the Interlocal Agreement. Consistent with M.R. 96- 178, Interlocal Agreements shall not be used where exposure to the County exceeds $500,000. BE IT FURTHER RESOLVED that the Drain Commissioner shall report quarterly to the Planning and Building Committee on the number and type of Interlocal Agreements entered into, and any significant problems encountered. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE 0 / STANDARD CONTRACT FOR DRAIN SERVICES 1.1 OAKLAND COUNTY DRAIN COMMISSIONER'S INTERLOCAL AGREEMENT FOR DRAIN SERVICES This CONTRACT (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, Michigan 48341 (hereafter, the "County"), by and through its Drain Commissioner, and the (C ITYNILLAG E/MU N IC IPALITY) whose address Michigan (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." W ITNESSETH: WHEREAS, the Municipality has requested the Oakland County Drain Commissioner for assistance in performing the scope of services (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract; WHEREAS, the Oakland County Drain Commissioner's staff has determined, at the present time, that it has sufficient personnel as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested services under the terms and conditions of this Contract. WHEREAS, the Parties recognize and agree that absent an agreement such as this, the County has no obligation to provide these services for the Municipality. 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: ARTICLE I. DEFINED TERMS. In addition to the above defined terms (i.e., "Contract", "County", "Municipality", "Party" and "Parties"), the Parties agree that the following words and expressions, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: "Costs" — shall be defined as the labor, including statutory and customary fringe benefits, overtime, material and supplies, vehicle/equipment rental and subcontractor services devoted specifically to the Services provided. 1.2 "Consultant" - shall be defined as an independent contractor engaged by the County or Municipality to perform services/responsibilities necessary to carry out the objectives under this agreement. 1.3 "County Agent" or "County Agents" shall be defined as any and all Oakland County 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. 1.4 "OCDC 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 Office of the Oakland County Drain Commissioner as shown in the current County budget and/or personnel records of the County. 1.5 "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. 1.6 "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, fines, 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, by any Municipality Agent, or any third party 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 permit, 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 this Contract or relating in any way to the County's and/or any County Agent's participation in this Contract, the services provided pursuant to this Contract. 1.7 "Overhead" shall be defined to include the following: all allocation of the labor cost, including statutory and customary fringe benefits, of personnel responsible for administering this contract or supervising the work performed in connection with this contract; an allocation of expenses of the Oakland County Drain Commissioners office; and an allocation of the indirect cost of Oakland County charged to the Oakland County Drain Commissioner for support services, such as (but not limited to) legal, personnel, accounting, computer support, and insurance/risk management. 1.8 "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. ARTICLE II. OAKLAND COUNTY DRAIN COMMISSIONER'S SERVICES. The Parties agree that the full and complete scope of OCDC services shall be as described in attached Exhibit "A" and limited in the following subsections (hereinafter defined and referred to as either "OCDC services" or services). 2.1 PURPOSE OF "SERVICES" The Parties agree that the purpose of any and all 'OCDC 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 Municipality's official functions, obligations, and Municipality's legal responsibilities. 2.2 MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "OCDC services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed by the County's "OCDC Personnel" or consultants as defined herein. 2.2.1 OCDC Personnel or consultants 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 OCDC Personnel and consultants with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all OCDC Personnel in the performance of any and all Services under this Contract. 2.2.3 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 OCDC Personnel. 2.2.4 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 OCDC 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 OCDC Personnel and/or the conduct and actions of any County Agent or any OCDC Personnel. 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 OCDC 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. 2.2.6 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 OCDC 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. 2.2.7 The Municipality shall not otherwise provide, furnish or assign any OCDC Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any OCDC Personnel in the performance of any OCDC Services under the terms of this Contract. 2.3 LIMITS AND EXCLUSIONS ON COUNTY "SERVICES". Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents or consultants 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 or Federal laws or regulations, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before an adjudicative body or court. 2.4 The Municipality understands and agrees that it has obtained or will timely obtain any and all licenses, permits or approvals necessary for the Services to be provided herein, and that it will take such steps as are necessary to insure that all such permits, licenses and approvals remain in effect for the duration of this Contract. ARTICLE III. TERM OF CONTRACT. The Parties agree that the term of this Contract shall begin on the effective date of this Contract and for a period not to exceed days. This Contract, unless extended by mutual written agreement, shall expire on , 200 . Any and all OCDC Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions in this Contract. ARTICLE IV. FEE SCHEDULE. 4.1 In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County its Costs and Overhead incurred for the Services contained within the "Scope of Services " attached hereto attached as Exhibit "A". 2 Payment shall be due and payable thirty (30) days after receipt of an invoice from the County. 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. 4.2 The Municipality understands and 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. 4.3 Municipality understands and agrees that the County has no funds to pay for services under this agreement. All Costs and Overhead associated with the services under this agreement will be the responsibility of the Municipality, 4.4 Municipality understands and agrees that if it does not pay the County within thirty (30) days of the receipt of the invoice as required in paragraph 4.1, interest shall accrue on the unpaid balance of any such invoice at the rate of 18% per annum. ARTICLE V. 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 OCDC 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 or Federal laws or regulations. 5.1 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 the services provided under this agreement 5.2 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. 5.3 The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any Services provided herein. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State or federal laws and/or regulations. ARTICLE VI. 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. 6.1 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. ARTICLE VII. 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 Municipality, and/or any Municipality Agents, or any other person or entity. 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 and Federal law and regulations, 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, 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 claims which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent or by any third person, 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 or Municipality Agents and which are 3 ARTI COO that il this coop uncle 9.1 9.2 9.3 alleged to have arisen under or are in any way based or predicated upon this Contract. ART LE VIII. INDEMNIFICATION. The Municipality shall not be obligated to pay any portion of any court ordered judg ent or award to a third party for which a court has determined that e County and/or any County Agent was solely negligent or at fault. However, to the extent permitted by law, the Municipality agre to, indemnify, defend and hold the County and/or any Cou ty Agent harmless from and against any and all Claim(s) which are i posed upon, incurred by, or asserted against the County and/ r any County Agent that arise from or relate to the Services provi ed under this Agreement. :LE IX. MUNICIPALITY AGENTS AND 'ERATION WITH THE COUNTY. The Municipality agrees shall be solely and exclusively responsible, during the term of ,ontract, for guaranteeing that all Municipality Agents fully rate with OCDC Personnel in the performance of all Services this Contract. Municipality shall obtain and secure the right of access to all public and private property necessary for OCDC personnel or consultants to perform the services under this Contract. Municipality shall be responsible for all costs or claims associated with securing rights of access to public or private property. 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 Agents employment status or any alleged violation of any Municipality Agents 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 Agents wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 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. riv ARTI LE X. INDEPENDENT CONTRACTOR. The Parte agree that at all times and for all purposes under the terms of thi Contract, the County's and/or any and all County Agents' legal tatus and relationship to the Municipality shall be that of an lnde ndent Contractor. Except as expressly provided herein, each Party ill 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. ARTICLE XI. 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. ARTICLE XII. 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 thirty (30) 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. 12.3 In the event the Contract is terminated by the Municipality, it shall be responsible for all Costs and Overhead incurred by the County through the date of termination, as well as the Costs and Overhead incurred thereafter by the County to wind down and end its involvement in the provision of the Services set forth herein, ARTICLE XIII. 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 the Municipality. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of the Municipality. ARTICLE XIV. GOVERNING LAW. This Contract is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this 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 non-possessive shall be deemed to include the other whenever the context so suggests or requires. ARTICLE XVI. 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 4 If th maj sche Cou withi that even The any even entitl acco substantive meaning and are not to be interpreted as part of this Contract. CLE XVII. NOTICES. Except as otherwise expressly ed for herein, any and all correspondence, invoices, and/or ther written notices required, permitted or provided for under ontract to be delivered to either Party shall be sent to that by first class mail. All such written notices, including any canceling or terminating this Contract as provided for herein, be sent to the other Party's signatory to this Contract, or that tory's successor in office, at the addresses shown in this act. All correspondence or written notices shall be considered red to a Party as of the date that such notice is deposited with lent postage with the U.S. Postal Service. ARTICLE XVIII. FORCE MAJEURE rce majeure" event is defined for the purposes of contract, as an occurrence or nonoccurrence g from cause or causes not foreseeable and ut the fault of the County or County Agent or which not be avoided or overcome by due diligence of County or the County Agent and any persons oiled by the County or the County Agent rming work under this contract, such as oyees, agents, contractors, subcontractors, ding but not limited to: 1. an act of God; 2. labor strikes or work stoppages over which the County or County Agent has no control; and 3. acts or omissions of third parties for which the County or County Agent is not responsible; and County or County Agent determine that the force re event will cause a delay in meeting any ule set in performing the Services the County or ty Agent shall notify the Municipality in writing fifteen (15) days of becoming aware of any event hey allege meets the definition of a force majeure ounty and the County Agent shall not be liable for laims which relate to or arise from force majeure s, and the County or County Agent shall be d to an extension in the applicable schedule to nt for the force majeure event LE XX. ENTIRE CONTRACT. This act together with Exhibit A, which is incorporated by reference, sets forth the entire agreement en the County and the Municipality and fully sedes any and all prior agreements or standings between them in any way related to the matter hereof. It is further understood and d that the terms and conditions herein are ctual and are not a mere recital and that there are her agreements, understandings, contracts, or entations between the County and the ipality in any way related to the subject matter f, except as expressly stated herein. This ct shall not be changed or supplemented orally ay be amended only as otherwise provided 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, of the (CityNillage/Township), hereby acknowledges that he has been authorized by a resolution of the (Council/Board/Commission) for the (CityNillage/Township), 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. (CityNillage/Township) NAME: TITLE:. DATE: WITNESSED: NAME: DATE: IN WITNESS WHEREOF, John P. McCulloch, Oakland County Drain Commissioner, hereby acknowledges that he has been authorized by resolution of the Oakland County Board of Commissioners, on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. John P. McCulloch, Oakland County Drain Commissioner DATE: WITNESSED: NAME: DATE: ART prov any this Pa noti shall sign Con deliv suffi A "f this arisi with coul the con perf emp incl ARTI Cont herei betw supe unde subj agre contr no o repre Muni here Cont and herei 5 Resolution #02008 January 24, 2002 Moved by Palmer supported by Crawford the resolution be adopted. AYES: Galloway, Garfield, Gregory, Law, Melton, Moffitt, Moss, Obrecht, Palmer, Patterson, Sever, Suarez, Taub, Webster, Amos, Appel, Brian, Buckley, Causey-Mitchell, Coleman, Crawford, Dingeldey, Douglas. (23) NAYS: None. (0) A suffiOient majority having voted therefore, the resolution was adopted. STATE iy OF MICHIGAN) COUN OF OAKLAND) I, G. illiam Caddell, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and a curate copy of a resolution adopted by the Oakland County Board of Commissioners on Janua 24, 2002 with the original record thereof now remaining in my office. In Test4Tiony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, VI G. William Caddell, County Clerk Michigan this2 qth day of January, 2002.