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HomeMy WebLinkAboutResolutions - 2007.02.01 - 28410saEpoFrr (misc. 107016) February 1, 2007 BY: Planning and Building Committee, Sue Ann Douglas, Chairperson IN RE: PARKS AND RECREATION COMMISSION — APPROVAL AND ACCEPTANCE OF MICHIGAN DEPARTMENT OF NATURAL RESOURCES TRUST FUND LAND ACQUISITION GRANT PROJECT AGREEMENT NO. TF05-032 HIGHLAND TOWNSHIP PROPERTY To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Planning and Building Committee, having reviewed the item entitled, "Parks and Recreation Commission — Approval and Acceptance of Michigan Department of Natural Resources Trust Fund Land Acquisition Grant Project Agreement NO. TF06-032 Highland Township Property" on January 23, 2007, reports with a recommendation that the resolution be adopted. Chairperson, on behalf of the Planning and Building Committee, I move acceptance of the foregoing report. PLANNING AND BUILDING COMMITTEE PLANNING & BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote. MISCELLANEOUS RESOLUTION #07016 February 1, 2007 BY: General Government Committee, Christine Long, Chairperson IN RE: PARRS AND RECREATION COMMISSION - APPROVAL AND ACCEPTANCE OF MICHIGAN DEPARTMENT OF NATURAL RESOURCES TRUST FUND LAND ACQUISTION GRANT PROJECT AGREEMENT NO. TF05-032 HIGHLAND TOWNSHIP PROPERTY To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS, the Michigan Department of Natural Resources has offered a Land Trust Fund Grant in the amount of $1,440,000 to provide partial funding for the acquisition of approximately 260 acres of land in Highland Township; and WHEREAS, local County matching funds in the amount of $2,160,000 is available in the Oakland County Parks and Recreation Land Acquisition Fund; and WHEREAS, the Oakland County Parks and Recreation Commission on January 3, 2007 supported the approval and acceptance of said Grant; and WHEREAS, the Acquisition of the Highland Township Property meets the goals and objectives of the Oakland County Recreation Master Plan dated February 6, 2002; and WHEREAS, the Grant Project Agreement has been approved by the County Executive Contract Review Process and Board of Commissioners Grant Acceptance Procedures; NOW THEREFORE BE IT RESOLVED that the Board of Commissioners of the County of Oakland, Michigan, does hereby accept the terms and conditions of the attached Michigan Department of Natural Resources Trust Fund Land Acquisition Project Agreement No. TF05 -032 and that the County of Oakland does hereby specifically agree, as follows: 1. To appropriate matching funds in the amount of Two Million One Hundred Sixty Thousand ($2,160,000) dollars and to complete the project during the project period pursuant to the terms and conditions of the grant authorized by the DEPARTMENT OF NATURAL RESOURCES (Department). 2. To maintain satisfactory financial accounts, documents, and records and to make them available to the DEPARTMENT for auditing at reasonable times. 3. To regulate the use of the property acquired and reserved under this Agreement to assure the use thereof by the public on equal and reasonable terms. 4. To comply with any and all terms of said Agreement including all terms not specifically set forth in the foregoing portions of this Resolution. BE IT FURTHER RESOLVED that the County of Oakland Board of Commissioners hereby directs its Chairperson or his designee to execute the attached Michigan Department of Natural Resources Trust Fund Land Acquisition Project Agreement No. TF05-032 and all other related documents between the County of Oakland and the Michigan Department of Natural Resources, which may be required. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE GENERAL GOVERNMENT COMMITTEE VOTE: Motion carried on a roll call vote with Crawford and Nash absent. Page 1 of 1 Jon Noyes From: Greg Givens [givensg@oakgov.corn] Sent: Thursday, January 11, 2007 2:51 PM To: 'Doyle, Larry'; noyesj@co.oakland.mi.us ; Matkosky, Joe Cc: 'John F. Ross"; 'Worthington, Pam'; 'Candace Frederick'; Greg Givens; 'Hanger, Helen"; 'Johnston, Brenthy'; 'Mitchell, Sheryl'; 'Pardee, Mary': 'Smith, Laverne'; 'Wenzel, Nancy'; Guzzy, Scott Subject: GRANT REVIEW SIGN OFF - Park & Recreation / Highland GRANT REVIEW SIGN OFF — Park & Recreation GRANT NAME: 2006 Highland Township Property Acquisition FUNDING AGENCY: Michigan Department of Natural Resources — Trust Fund DEPARTMENT CONTACT PERSON: Jon Noyes / 858 -4624 STATUS: Acceptance DATE: January 11, 2007 Pursuant to Misc. Resolution #01320, please be advised the captioned grant materials have completed internal grant review. Below are the returned review comments. The captioned grant materials and grant acceptance package (which should include the Board of Commissioners' Liaison Committee Resolution, the grant agreement/contract, Finance Committee Fiscal Note, and this Sign Off email containing grant review comments) may be requested to be placed on the appropriate Board of Commissioners' committee(s) for grant acceptance by Board resolution. DEPARTMENT REVIEW Department of Management and Budget: Approved. — Laurie Van Pelt (8/8/2006) Department of Human Resources: Approved. —Nancy Scarlet (8/18/2006) Risk Management and Safety: Approved By Risk Management — Andrea Plotkowski (8/29/2006) Corporation Counsel: I approve the Land Acquisition Agreement for submission to the Board of Commissioners for acceptance. — John Ross (1/11/2007) COMPLIANCE The grant agreement references a number of specific federal and state regulations. Below is a list of these specifically cited compliance related documents for this grant. • MDNR Acquisition Project Procedures littp://www.midnr.com/Publications/pdfs/InsideDNR/forms/grants/1c1908 • Federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 http://www.house.gov/transportation/highway/compilations/relocate_,PDF • Michigan Natural Resources and Environmental Protection Act littp://www.tegislature.mi.gov/(uxrki145imeqs45 1/11/2007 Michigan Department of Natural Resources — Grants Management MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT Project Number: TF05-032 Project Title: Highland Township Property Acquisition This Agreement is between the Michigan Department of Natural Resources for and on behalf of the State of Michigan ("DEPARTMENT") and the COUNTY OF OAKLAND ("GRANTEE"). The DEPARTMENT has authority to issue grants to local units of government for the acquisition of land for resource protection and public outdoor recreation under Part 19 of the Natural Resources and Environmental Protection Act, Act 451 of 1994, as amended. The GRANTEE has been approved by the Michigan Natural Resources Trust Fund (MNRTF) Board of Trustees (BOARD) to receive a grant. In PA 153 of 2006, the Legislature appropriated funds from the MNRTF to the DEPARTMENT for a grant-in-aid to the GRANTEE. As a precondition to the effectiveness of the Agreement, the GRANTEE is required to sign the Agreement and return it to the DEPARTMENT with the necessary attachments by October 31, 2006. 1. The legal description of the project area (APPENDIX A); boundary map of the project area (APPENDIX B) and Recreation Grant application bearing the number TF05-032 (APPENDIX C) are by this reference made part of this Agreement. The Agreement together with the referenced appendices constitute the entire Agreement between the parties and may be modified only in writing and executed in the same manner as the Agreement is executed. 2. The time period allowed for project completion is August 1, 2006 through July 31, 2007, hereinafter referred to as the "project period." Requests by the GRANTEE to extend the project period shall be made in writing before the expiration of the project period. Extensions to the project period are at the discretion of the DEPARTMENT. The project period may be extended only by an amendment to this Agreement. 3. This Agreement shall be administered on behalf of the DEPARTMENT through its Grants Management. a. All reports, documents, or actions required of the GRANTEE shall be submitted to the MICHIGAN NATURAL RESOURCES TRUST FUND, GRANTS MANAGEMENT MICHIGAN DEPARTMENT OF NATURAL RESOURCES PO BOX 30425 LANSING MI 48909-7925 1 of 15 PR 1821 (Rev. 07/17/2006) Name: Title: MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT The GRANTEE'S representative for this project is: Mailing Address: Phone Number: Fax Number: E-Mail Address: a. All notices, reports, requests or other communications from the DEPARTMENT to the GRANTEE shall be sufficiently given when mailed and addressed as indicated above. The DEPARTMENT and the GRANTEE may by written notice designate a different address to which subsequent notices, reports, requests, or other communications shall be sent. 4. The grant herein provided is for the acquisition by the GRANTEE of 260 acres of fee simple title free of all liens and encumbrances to lands situated and being in the TOWNSHIP OF HIGHLAND, COUNTY OF OAKLAND. STATE OF MICHIGAN as described in the attached legal description (APPENDIX A) and shown on the attached boundary map (APPENDIX B). As used in this Agreement, the words "project area" shall mean the lands acquired under this Agreement as described in this Section. 5. The project area shall be used for PASSIVE AND ACTIVE RECREATION. Significant changes in the use of the project area as described in this Section require the prior written authorization of the DEPARTMENT. 6. The DEPARTMENT agrees as follows: a. To grant to the GRANTEE a sum of money equal to Forty (40%) percent of the total eligible cost of acquisition of fee simple title free of all liens and encumbrances to the lands in the project area, not to exceed the sum of One Million Four Hundred Forty Thousand ($1.440.000.00) dollars. b. To include the following in the total cost of acquisition eligible for reimbursement as provided for in Section 6(a): i. Purchase price of the land in the project area acquired by the GRANTEE during the project period as provided for in this Agreement; ii. Those relocation assistance costs authorized by P.A. 227 of 1972, supra, and the terms of Title II and Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (PL 91-646) 94 Stat 1894 (1970); 2 of 15 PR 1921 (Rev. 07/17/2006) MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT iii. Reasonable and appropriate costs incurred and paid by the GRANTEE during the project period for recording fees, title insurance, and environmental assessments; and iv. Costs incurred and paid by the GRANTEE for an appraisal(s) as provided for in Section 8(d) that is performed no more than fifteen (15) months before the project period, or as otherwise approved by the DEPARTMENT, and that has been approved by the DEPARTMENT. c. To grant funds in the form of reimbursements to the GRANTEE for eligible costs and expenses incurred, as follows: i. Payments will be made on a reimbursement basis at Forty (40%) percent of the eligible expenses incurred by the GRANTEE up to 90% of the maximum reimbursement allowable under the grant. ii. Reimbursement will be made only upon DEPARTMENT review and approval of a complete reimbursement request submitted by the GRANTEE on forms provided by the DEPARTMENT and that meets all documentation requirements set forth by the DEPARTMENT. A complete reimbursement request must document the total cost of the acquisition and the GRANTEE's compliance with Section 7 of this Agreement and DEPARTMENT acquisition project procedures. iii. The DEPARTMENT shall conduct an audit of the project's financial records upon approval of the final reimbursement request by the DEPARTMENT. The DEPARTMENT may issue an audit report with no deductions or may find some costs ineligible for reimbursement. iv. The final 10% of the grant amount will be released upon completion of a satisfactory audit by the DEPARTMENT and documentation that the GRANTEE has erected a MNRTF plaque in compliance with Section 8(p) of this Agreement. The GRANTEE shall be eligible for reimbursement only upon completion of all of the following: a. Acquisition by the GRANTEE of fee simple title free of all liens and encumbrances of all lands in the project area, and b. The GRANTEE has submitted proof of acquisition of marketable record title to the DEPARTMENT in the form of a policy of title insurance insuring the GRANTEE is possessed of marketable record title in fee simple, free of all liens and encumbrances to the lands in the project area, and said policy to insure the GRANTEE against loss or damage at least equal to the purchase price of the subject lands, and c. The GRANTEE has made proper conveyance to the State of Michigan of all mineral rights to which the State is entitled under this Agreement as outlined in Section 8(l), and d. The GRANTEE has submitted a complete request for reimbursement as set forth in this Agreement. 3 of 15 PR 1921 (Rev. 07/17/2006) MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT 8. The GRANTEE agrees as follows: a. To appropriate the sums sufficient to acquire fee simple title to the lands in the project area. b. To complete the acquisition in compliance with the acquisition project procedures set forth by the DEPARTMENT. c. To make no written offer or commitment to purchase lands in the project area before execution of this Agreement or before written DEPARTMENT approval as provided for in Section 8. Failure to comply with this requirement shall, at the option of the DEPARTMENT, make the cost of the property an ineligible expense under this Agreement and subjects this Agreement to termination by the DEPARTMENT. d. To complete an appraisal of the project area in accordance with standards established by the DEPARTMENT to determine the fair market value thereof; two appraisals being required for properties valued at $500,000 or more. Failure to complete the appraisal in this manner shall make the cost of said appraisal(s) an ineligible expense under this Agreement. e. To submit the appraisal(s) to the DEPARTMENT for approval no later than 120 days after the date of execution of this Agreement. No written offer or commitment to purchase land in the project area shall be transmitted by the GRANTEE until after the appraisal(s) has been given in writing by the DEPARTMENT. f. To perform, or to contract for the performance of, all appraisals, appraisal reviews, title review and closing, actual acquisition of all lands in the project area, and the relocation of tenants, owners, and/or businesses in accordance with and consistent with provisions of P.A. 227 of 1972, supra, and the terms of Title II and Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (PL 91-646) 94 Stat 1894 (1970). To eliminate all pre-existing non-recreation uses of the project area within 90 days of the date of acquisition, unless otherwise approved by the DEPARTMENT in writing. h. To provide verification that the site is not a facility as defined by State Law, based on the results of due diligence and, if needed, an environmental assessment or if the site has been determined to be a facility, to provide documentation of due care compliance. i. To remove existing structures or make ready for an appropriate use in a reasonable time frame after completion of the acquisition. j. To complete acquisition of the entire project area before July 31, 2007. Failure to acquire the project area by July 31, 2007 shall constitute a breach of this Agreement and subject the GRANTEE to the remedies provided by law and set forth in Section 22 of this Agreement. g. 4 of 15 PR 1921 (Rev. 07/17/2006) MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT k. To provide to the DEPARTMENT all documents and information as specified in Sections 6(c) and 7 of the Agreement within 90 days after the actual acquisition of land in the project area and no later than October 31, 2007. Failure to submit the required documents and information for review before October 31, 2007 shall constitute a breach of this Agreement and subjects the GRANTEE to the remedies provided for by law and Section 22 of this Agreement. I. For parcels over 5 acres, to execute, acknowledge and deliver to the DEPARTMENT a deed conveying to the State of Michigan perpetual nonparticipating 1/6 interest in all of the rights acquired by the GRANTEE in coal, oil, gas, sand, gravel or any other minerals in, on or under the lands in the project area. m. To retain all rights acquired by the GRANTEE in coal, oil, gas, sand, gravel or any other minerals in, on or under the lands in the project area in perpetuity. n. To not develop any rights acquired by the GRANTEE in coal, oil, gas, sand, gravel or any other minerals in, on or under the lands in the project area, and not to develop these minerals from sites adjacent to the project area in a manner that diminishes the usefulness of the project area for its intended purposes. o. To maintain satisfactory financial accounts, records, and documents and to make them available to the DEPARTMENT for auditing upon request. Such accounts, records, and documents shall be retained by the GRANTEE for not less than three years following submittal of the final reimbursement request. p. To erect and maintain a plaque either on the park entry sign of the project area, or if no park entry sign exists, to construct an entry sign identifying the site as available for public use with the plaque posted on the sign, which designates this project as one having been acquired with the assistance of the MNRTF. The size, color, and design of this plaque shall be in accordance with DEPARTMENT specifications. q. To provide to the DEPARTMENT for approval, a complete tariff schedule containing all charges to be assessed against the public utilizing the project area and/or any facilities constructed thereon, and to provide to the DEPARTMENT for approval, all amendments thereto before the effective date of such amendments. Any tariff schedule proposed shall provide solely for sufficient revenues to cover the costs of operating, maintaining and/or developing the premises and/or any facilities provided thereon. Preferential membership or annual permit systems are prohibited at this site. Differences in admission and other fees may be instituted on the basis of residence. Nonresident fees shall not exceed twice that charged residents. If no resident fees are charged, nonresident fees may not exceed the rate charged residents at other comparable state and local public recreation facilities. 5 of 15 PR 1921 (Rev. 07/17/2006) MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT r. To separately account for any revenues received from the project area which exceed the demonstrated operating costs and to reserve such surplus revenues for the future maintenance and/or expansion of the GRANTEE'S park and outdoor recreation program. s. To furnish the DEPARTMENT, upon request, detailed statements covering the annual operation of project area and/or facilities, including income and expenses and such other information the DEPARTMENT might reasonably require. t. To adopt such ordinances and/or resolutions as shall be required to effectuate the provisions of this Agreement; certified copies of all such ordinances and/or resolutions adopted for such purposes shall be forwarded to the DEPARTMENT before the effective date thereof. To maintain the premises in such condition as to comply with all federal, State, and local laws which may be applicable and to make any and all payments required to pay any and all taxes, fees, or assessments legally imposed against the project area. v. To make the project area and any facilities located thereon and the land and water access ways to them open to the public within 90 days of the date of acquisition and to keep them open to the public at all times on equal and reasonable terms. No individual shall be denied ingress or egress thereto or the use thereof on the basis of sex, race, color, religion, national origin, residence, age, height, weight, familial status, marital status or disability. w. To make the project area and any future facilities provided thereon available for public outdoor recreation in perpetuity and in accordance with uses described in this Agreement and APPENDIX C, to regulate the use thereof and to provide for the maintenance thereof to the satisfaction of the DEPARTMENT, and to appropriate such moneys and/or provide such services as shall be necessary to provide such adequate maintenance. x. To agree that the project area will not be named in honor of a person either living or deceased unless approved by the BOARD. 9. The GRANTEE shall acquire fee simple title, free of all liens, encumbrances, or restrictions on future use to the lands in the project area. The fee simple title acquired shall not be subject to (1) any possibility of reverter or right of entry for condition broken or any other executory limitation which may result in defeasance of title or (2) to any reservations or prior conveyance of coal, oil, gas, sand, gravel or any other mineral interests. 10. The GRANTEE shall not allow any encumbrance, lien, security interest, mortgage or any evidence of indebtedness to attach to or be perfected against the project area. 11. The project area and any facilities located thereon shall not be wholly or partially conveyed, either in fee or otherwise, or leased for a term of years, or for any other U. 6 of 15 PR 1921 (Rev. 07/17/2006) MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT period, nor shall there be any whole or partial transfer of title, ownership, or right of ownership or control without the written approval and consent of the DEPARTMENT. 12. The assistance provided to the GRANTEE as a result of this Agreement is intended to have a lasting effect on the supply of outdoor recreation, scenic beauty sites, and recreation facilities beyond the financial contribution alone and permanently commits the project area to Michigan's outdoor recreation estate, therefore: a. The GRANTEE agrees that lands in the the project area are being acquired with MNRTF assistance and shall be maintained in public outdoor recreation use in perpetuity. No portion of the project area shall be converted to other than public outdoor recreation use without the approval of the DEPARTMENT and the BOARD. The DEPARTMENT and BOARD shall approve such conversion only upon such conditions as it deems necessary to assure the substitution by GRANTEE of other outdoor recreation properties of equal or greater fair market value and of reasonable equivalent usefulness and location. Such substituted land shall become part of the project area and will be subject to all the provisions of this Agreement. The approval of a conversion shall be at the sole discretion of the DEPARTMENT and BOARD. b. Approval of a conversion shall be at the sole discretion of the DEPARTMENT and the BOARD. c. Before completion of the project, the GRANTEE and the DEPARTMENT may mutually agree to alter the project area through an amendment to this Agreement to provide the most satisfactory public outdoor recreation area. 13. Should title to the lands in the project area or any portion thereof be acquired from the GRANTEE by any other entity through exercise of the power of eminent domain, the GRANTEE agrees that the proceeds awarded to the GRANTEE shall be used to replace the lands affected with outdoor recreation properties of equal or greater fair market value, and of reasonably equivalent usefulness and location. The DEPARTMENT and BOARD shall approve such replacement only upon such conditions as it deems necessary to assure the substitution with other outdoor recreation properties of equal or greater fair market value and of reasonably equivalent usefulness and location. Such replacement land shall be subject to all the provisions of this Agreement. 14. The GRANTEE acknowledges that: a. The GRANTEE has examined the project area and has found the property safe for public use or actions will be taken by the GRANTEE to make the property safe for public use no later than 90 days after the date of acquisition; and b. The GRANTEE is solely responsible for development, operation, and maintenance of the project area, and that responsibility for actions taken to 7 of 15 PR 1921 (Rev. 07/17/2006) MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT develop, operate, or maintain the project area is solely that of the GRANTEE; and c. The DEPARTMENT'S involvement in the premises is limited solely to the making of a grant to assist the GRANTEE in acquiring same. d. The GRANTEE acknowledges that the DEPARTMENT is not responsible for any tax liability assessed on the property after closing by the GRANTEE. Further, the eligible amount of tax pro-rated at time of closing will be determined by the DEPARTMENT. 15. Before the DEPARTMENT will give written approval to make a written offer to purchase the property included in this project, the GRANTEE must provide documentation to the DEPARTMENT that indicates either: a. It is reasonable for the GRANTEE to conclude, based on the advice of an environmental consultant, as appropriate, that no portion of the project area is a facility as defined in Part 201 of the Michigan Natural Resources and Environmental Protection Act, Act 451 of the Public Acts of 1994, as amended; or b. If any portion of the project area is a facility, documentation that Department of Environmental Quality-approved response actions have been or will be taken to make the site safe for its intended use within the project period, and that implementation and long-term maintenance of response actions will not hinder public outdoor recreation use and/or the resource protection values of the project area. 16. If the DEPARTMENT determines that, based on contamination, the project area will not be made safe for the planned recreation use within the project period, or another date established by the DEPARTMENT in writing, or if the DEPARTMENT determines that the presence of contamination will reduce the overall usefulness of the property for public recreation and resource protection, the grant may be cancelled by the MNRTF Board with no reimbursement made to the GRANTEE. 17. The GRANTEE shall acquire and maintain, or cause to be acquired or maintained, insurance which will protect the GRANTEE from claims which may arise out of or result from the GRANTEE'S operations under this Agreement, whether performed by the GRANTEE, a subcontractor or anyone directly or indirectly employed by the GRANTEE, or anyone for whose acts may hold them liable. Such insurance shall be with companies authorized to do business in the State of Michigan in such amounts and against such risks as are ordinarily carried by similar entities, including but not limited to public liability insurance, worker's compensation insurance or a program of self-insurance complying with the requirements of Michigan law. The GRANTEE shall provide evidence of such insurance to the DEPARTMENT at its request. 18. Nothing in this Agreement shall be construed to impose any obligation upon the DEPARTMENT to operate, maintain or provide funding for the operation and/or maintenance of any recreational facilities in the project area. 8 of 15 PR 1921 (Rev 07/17/2006) • MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT 19. The GRANTEE hereby represents that it will defend any suit brought against it which involves title, ownership, or other rights, whether specific or general, including any appurtenant rights, to and in the project area. The DEPARTMENT will not be liable for any suit brought against it that involves title, ownership, or other rights, whether specific or general, including any appurtenant rights, to and in the project area. The GRANTEE represents that it will not bring suit against the DEPARTMENT which involves title, ownership, or other rights, whether specific or general, including any appurtenant rights, to and in the project area. 20. The GRANTEE is responsible for the use and occupancy of the premises, the project area and the facilities thereon. The GRANTEE is responsible for the safety of all individuals who are invitees or licensees of the premises. The GRANTEE will defend all claims resulting from the use and occupancy of the premises, the project area and the facilities thereon. The DEPARTMENT is not responsible for the use and occupancy of the premises, the project area and the facilities thereon. 21. Failure by the GRANTEE to comply with any of the provisions of this Agreement shall constitute a material breach of this Agreement. 22. Upon breach of the Agreement by the GRANTEE, the DEPARTMENT, in addition to any other remedy provided by law and this Agreement, may; a. Terminate this Agreement; and/or b. Withhold and/or cancel future payments to the GRANTEE on any or all current recreation grant projects until the violation is resolved to the satisfaction of the DEPARTMENT; and/or c. Withhold action on all pending and future grant applications submitted by the GRANTEE under the Michigan Natural Resources Trust Fund and the Land and Water Conservation Fund; and/or d. Require repayment of grant funds already paid to GRANTEE. 23. The GRANTEE agrees that the benefit to be derived by the State of Michigan from the full compliance by the GRANTEE with the terms of this Agreement is the preservation, protection and the net increase in the quality of public outdoor recreation facilities and resources which are available to the people of the State and of the United States and such benefit exceeds to an immeasurable and unascertainable extent the amount of money furnished by the State of Michigan by way of assistance under the terms of this Agreement. The GRANTEE agrees that after final reimbursement has been made to the GRANTEE, repayment by the GRANTEE of grant funds received would be inadequate compensation to the State for any breach of this Agreement. The GRANTEE further agrees therefore, that the appropriate remedy in the event of a breach by the GRANTEE of this Agreement after final reimbursement has been made shall be the specific performance of this Agreement. 24. The GRANTEE may not assign or transfer any interest in this Agreement without prior written authorization of the DEPARTMENT. 9 of 15 PR 1921 (Rev. 07/1712006) MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT 25. The rights of the DEPARTMENT under this Agreement shall continue in perpetuity. 26. The Agreement may be executed separately by the parties. This Agreement is not effective until: a. The GRANTEE has signed it and returned it together with the necessary attachments within 90 days of the date the Agreement is issued by the DEPARTMENT, and b. The DEPARTMENT has signed it. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, on this date. ,Approved by resolution (true copy attached) of the date „ meeting of the special br regular) (name of approving body) 10 of 15 PR 1921 (Rev. 07/17/2006) GRANTEE SIGNED: By WITNESSED BY: MICHIGAN NATURAL RESOURCES TRUST FUND LAND ACQUISITION PROJECT AGREEMENT Title: Date: Grantee's Federal ID# MICHIGAN DEPARTMENT OF NATURAL RESOURCES SIGNED: WITNESSED BY: By 1) Jim Wood Title: Manager, Grants Management 2) Date: 11 of 15 PR 1921 (Rev, 07/17/2006) APPENDIX A Legal Description Parker Property 6555 N. Milford Road 11-03-200-001 Land in the Township of Highland, Oakland County, Michigan, described as follows: That part of the following described parcel of land lying Westerly of the centerline (as now located) of Milford Road: Part of the Northeast 1/4 of Section 3, Town 3 North, Range 7 East, Township of Highland, Oakland County, Michigan, described as follows: Beginning at the Northeast corner of said Section 3, thence South 89°17' West along the North line of said Section 3, 2,519.20-ft. to the East line of Pere Marquette Rail Road, thence South 00°04' West 895 ft. along said Rail Road line, thence North 89°22'East 2,520.20-ft. to the East line of Section 3, thence South 273.1-ft. along the line common to Section 2 and 3, thence North 88°02' East 2,812.70-ft. to the North and South quarter line of Section 2, thence North 00°39' East. 1,117.10-ft. along said quarter line to North line of Section 2, thence South 89°10' West 2,824.10-ft. along the North line of Section 2 to the place of beginning. Containing 52-acres of land more or less. Mh6/3/06 Highland Hye Company, LLC Property Legal Descriptions File Number: 60727 Exhibit A - LEGAL DESCRIPTION Tax Identification Number: SEE LEGAL DESCRIPTIONS Land situated in the Township of Highland, in the County of Oakland, State of Michigan is described as follows: PARCEL 1: 11-03-400-009 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 89 degrees 12 minutes 34 seconds West 1864.76 feet along the South line of Section 3; thence North 62 degrees 32 minutes 55 seconds West 530.00 feet from the South-East corner of Section 3; thence North 62 degrees 32 minutes 55 seconds West 80.00 feet; thence along a curve to the left with an arc distance of 105.39 feet (radius = 240.00 feet, chord distance = 104.55 feet, chord bearing = North 75 degrees 07 minutes 44 seconds West); thence South 01 degrees 18 minutes 39 seconds West 344.03 feet to the South one-quarter corner of said Section; thence along the South line of Section 3, North 89 degrees 33 minutes 46 seconds West 231.25 feet to a point on the East Right of Way line of the C.S.X Railroad; thence along said Right of Way, North 12 degrees 56 minutes 57 seconds East 1326.32 feet; thence along a curve to the left with an arc distance of 542.11 feet (radius = 2914.93 feet, chord distance = 541.33 feet, chord bearing North 07 degrees 37 minutes 17 seconds East); thence South 64 degrees 04 minutes 00 seconds East 830.00 feet; thence South 56 degrees 56 minutes 15 seconds West 523.98 feet; thence South 16 degrees 23 minutes 01 seconds West 940.00 feet to the point of beginning, containing 699,136 square feet or 16.05 acres of land. Subject to the Rights of the Public and that part of Milford Road used for road purposes. PARCEL 2: 11-03-400-010 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 89 degrees 12 minutes 34 seconds West 1733.00 feet along the South line of Section 3 from the South East corner of Section 3; thence along said Section line North 89 degrees 12 minutes 34 seconds West 131.76 feet; thence North 62 degrees 32 minutes 55 seconds West 630.00 feet; thence North 16 degrees 23 minutes 01 seconds East 940.00; thence North 56 degrees 56 minutes 15 seconds East 523.98 feet; thence South 01 degrees 40 minutes 07 seconds East 460.49 feet; thence South 01 degrees 30 minutes 36 seconds West 1020.00 feet to the point of beginning, containing 704,909 square feet or 16.18 acres of land. Subject to the Rights of the Public and that part of Milford Road used for road purposes. PARCEL 9:11-03-400-012 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 01 degrees 30 minutes 36 seconds East 1882.00 along the East line of Section 3 from the South East corner of said Section; thence North 89 degrees 12 minutes 34 seconds West 1075.00 feet; thence South 60 degrees 31 minutes 19 seconds West 797.27 feet; thence North 29 degrees 01 minutes 05 seconds East 1301.89 feet; thence along a curve to the right with an arc distance of 153.00 feet (radius = 560.00 feet, chord distance = 152.52 feet, chord bearing = South 28 degrees 38 minutes 58 seconds East); thence along a curve to the left with an arc distance of 429.69 feet (radius = 360.00 feet, chord distance = 404.63 feet, chord bearing = South 55 degrees 00 minutes 67 seconds East); thence South 89 degrees 12 minutes 34 seconds East 743.00 feet to a point on the East line of said Section; thence along the East line of said Section South 01 degrees 30 minutes 36 seconds West 385.00 feet to the point of beginning, containing 730,384 square feet or 16.77 acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes. PARCEL 10: 11-03-200-014 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at the East one-quarter corner of said Section; thence along the East line of said Section South 01 degrees 30 minutes 36 seconds West 371.87 feet; thence North 89 degrees 12 minutes 34 seconds West 425.00 feet thence North 01 degrees 07 minutes 18 seconds East 1190.81 feet; thence South 88 degrees 51 minutes 08 seconds East 425.00 feet to a point on the East line of said Section; thence South 00 degrees 56 minutes 43 seconds West 816.30 feet to the point of beginning, containing 507,038 square feet or 11.64 acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes also subject to an File Number: 60727 easement for ingress and egress to the described land and land of others over the Southerly 30.00 feet thereof. . PARCEL 11: 11-03-200-013 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant South 01 degrees 30 minutes 36 seconds West 371.87 • feet; thence North 89 degrees 12 minutes 34 seconds West 425.00 feet from the East one-quarter corner of said Section; thence North 89 degrees 12 minutes 34 seconds West 318.00 feet; thence along a curve to the right with an arc distance of 58.58 feet (radius = 360.00 feet, chord distance 58.52, chord bearing = North 84 degrees 32 minutes 51 seconds West); thence North 00 degrees 56 minutes 43 seconds East 1188.40 feet; thence South 88 degrees 51 minutes 08 seconds East 380.00 feet; thence South 01 degrees 07 minutes 18 seconds West 1190.81 feet to the point of beginning, containing 450,675 square feet or 10.35 acres of land. Subject to an easement for ingress and egress to the described land and land of others over the Southerly 30.00 feet thereof. PARCEL 12: 11-03-200-012 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 816.30 feet along the East line of said Section; thence North 88 degrees 51 minutes 08 seconds West 805.00 feet from the East one-quarter corner of said Section; thence South 00 degrees 56 minutes 43 seconds West 1188.40 feet; thence along a curve to the right with an arc distance of 371.11 feet (radius = 360.00, chord distance = 354.89 feet, chord bearing = North 50 degrees 21 minutes 15 seconds West); thence along a curve to the left with an arc distance of 371.32 (radius = 840.00, chord distance 364.56 feet, chord bearing = North 09 degrees 48 minutes 05 seconds West); thence North 00 degrees 56 minutes 43 seconds East 692.21 feet; thence South 88 degrees 51 minutes 08 seconds East 515.00 feet to the point of beginning, containing 499,847 square feet or 11.47 acres of land. Subject to an easement for ingress and egress to the described land and land of others over the Southwesterly 30.00 feet thereof. PARCEL 13:11-03-200-011 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 816.30 feet along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 555.00 feet; thence South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00 degrees 56 minutes 43 seconds West 555.00 feet to the point of beginning, containing 732,600 square feet or 16.82 acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes. PARCEL 14: 11-03-200-008 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 1371.30 feet, along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 420.00 feet; thence South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00 degrees 56 minutes 43 seconds West 420.00 feet to the point of beginning, containing 554,400 square feet or 12.73 acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes. PARCEL 15: 11-03-200-007 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 1791.30 feet along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 419.69 feet; thence South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00 degrees 56 minutes 43 seconds West 419.69 feet to the point of beginning containing 553,991 square feet or 12.72 acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes. PARCEL 16: 11-03-200-006 File Number: 60727 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland Company, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99 feet along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet from the East one-quarter corner of said Section; thence South 00 degrees 56 minutes 43 seconds West 1062.00 feet; thence North 88 degrees 51 minutes 08 seconds West 614.00 feet; thence North 00 degrees 57 minutes 03 seconds East 1062.00 feet; thence South 88 degrees 51 minutes 08 seconds East 613.90 feet to the point of beginning containing 652,010 square feet or 14.97 acres of land. Subject to an easement for ingress and egress to the described land and land of others over the Westerly 30.00 feet thereof. PARCEL 17: 11-03-200-005 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99 feet along the East line of Section 3; thence South 88 degrees 51 minutes 08 seconds West 1933.90 feet from the East one-quarter corner of said Section; thence South 00 degrees 57 minutes 03 seconds West 990.00; thence North 88 degrees 51 minutes 08 seconds West 585.04 feet to a point on the Easterly Right of Way line of the C.S.X. Railroad; thence along said Right of Way, North 01 degrees 00 minutes 57 seconds East 990.00 feet; thence South 88 degrees 51 minutes 08 seconds East 583.92 feet to the point of beginning containing 578,629 square feet or 13.28 acres of land. Subject to an easement for ingress and egress to the described land and land of others over the Easterly 30.00 feet thereof. PARCEL 18: 11-03-200-010 A parcel of land in the East one-half of the fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds, East 2210.99 along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet; thence South 00 degrees 56 minutes 43 seconds West 1062.00 feet from the East one-quarter corner of said Section; thence South 00 degrees 56 minutes 43 seconds West 1024.90 feet; thence along an arc to the left with an arc distance of 284.50 feet (radius = 560.00 feet, chord distance = 281.46 feet, chord bearing = North 73 degrees 22 minutes 04 seconds West); thence along a curve to the right with an arc distance of 542.89 feet (radius = 360.00, chord distance = 490.08 feet, chord bearing = North 43 degrees 29 minutes 09 seconds West); thence North 00 degrees 57 minutes 03 seconds East 601.00 feet; thence South 88 degrees 51 minutes 08 seconds East 614.00 feet to the point of beginning containing 563,922 square feet or 12.95 acres of land. Subject to an easement for ingress and egress to the described land and land of others over the Southerly and Westerly 30.00 feet thereof. PARCEL 19: 11-03-200-009 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99 feet along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1933.90 feet; thence South 00 degrees 57 minutes 03 seconds West 990.00 feet from the East one-quarter corner of said Section; thence South 00 degrees 57 minutes 03 seconds West 673.00 feet; thence along a curve to the left with an arc distance of 260.79 feet (radius = 350.00 feet, chord distance = 254.80 feet, chord bearing = South 20 degrees 23 minutes 44 seconds East); thence North 88 degrees 51 minutes 08 seconds, West 678.82 feet to a point on the East Right of Way line of the C.S.X. Railroad; thence along said Right of Way North 01 degrees 00 minutes 57 seconds East 910.00 feet; thence South 88 degrees 51 minutes 08 seconds East 585.04 to the point of beginning containing 539,739 square feet or 12.39 acres of land. Subject to an easement for ingress and egress to the described land and land of others over the Easterly 30.00 feet thereof. PARCEL 20: 11-03-400-008 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland County, Michigan, described as: Beginning at a point distant South 01 degrees 30 minutes 36 seconds, West 371.87 along the East line of Section 3; thence North 89 degrees 12 minutes 34 seconds, West 743.00 feet; thence along a curve to the right With an arc distance of 429.69 (radius = 360.00 feet, chord distance = 404.63, chord bearing = North 55 degrees 00 minutes 57 seconds West); thence along an arc to the left with an arc to the left with an arc distance of 153.00 feet (radius = 560.00 feet, chord distance = 152.52 feet, chord bearing = North 28 degrees 38 minutes 58 seconds West) from the East one-quarter corner of said Section; thence South 29 degrees 01 minutes 05 seconds West 1301.89 feet; thence North 21 degrees 19 minutes 40 seconds West 471.65 feet; thence North 06 degrees 48 minutes 57 seconds East 1050.00 feet; thence along a curve to the left with an arc distance of 282.10 feet (radius = File Number: 60727 350.00, chord distance = 274.53 feet, chord bearing = South 64 degrees 49 minutes 55 seconds East); thence along a curve to the right with an arc distance of 502.82 feet (radius = 560.00, chord distance = 486.10 feet, chord bearing = South 62 degrees 11 minutes 57 seconds East) to the point of beginning containing 627,509 square feet or 14.41 acres of land. Subject to an easement for ingress and egress to the described land and land of others over the Northerly 30.00 feet thereof. PARCEL 21: 11-03-400-007 A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland Company, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds, East 2210.99 feet, along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds, West 2517.82 feet to a point on the Easterly Right of Way line of C.S.X. Railroad; thence along said Right of Way South 01 degrees 00 minutes 57 seconds, West 1900.00 feet from the East one-quarter corner of said Section; thence South 88 degrees 51 minutes 08 seconds East 678.82 feet; thence South 06 degrees 48 minutes 57 seconds, West 1050.00 feet; thence South 21 degrees 19 minutes 40 seconds, East 471.66 feet; thence North 64 degrees 04 minutes 00 seconds West 830.00 feet to a point on the Easterly Right of Way line of C.S.X. Railroad; thence along said Right of Way along a curve to the left with an arc distance of 65.00 feet (radius = 2914.93 feet, chord distance = 65.00 feet, chord bearing = North 01 degrees 39 minutes 17 seconds, East); thence continuing along said Right of Way North 01 degrees 00 minutes 57 seconds East 1067.74 feet to the point of beginning containing 811,826 square feet or 18.64 acres of land. Subject to an easement for ingress and egress to the described land and land of others over the North Easterly 30.00 feet thereof. Commonly known as: HIGHLAND HYE FARMS, HIGHLAND TOWNSHIP, MI 0 500 1,000 Tax parcels Acquisition Target Major Roads tAPPENDIX B Parker Property Acquisition Target - 52 Acre Upper Portion Highland Hye Acquisition Target - 208 Acre Lower Portion _AIKLAND COUNTY PARKS Map Created on Jan 11 2007 *The Information provided herewith has been compiled from recorded deeds, plats, tax maps, surveys and other public records. It is not a legally recorded map or survey and is not intended to be used as one. Users should consult the Information sources mentioned above when questions arise.* Oakland County Parks & Recreation Highland Township Acquisition Target MNRTF05-032 11771 2,000 RESOLUTION IN SUPPORT OF THE ACCEPTANCE OF THE TF05-032 HIGHLAND TOWNSHIP PROPERTYACQUISITION GRANT WHEREAS, the Oakland County Parks and Recreation Commission has been notified of the award of the TF05-032 Highland Township Property Acquisition Grant, administered by the Michigan Natural Resources Trust Fund; and WHEREAS, the One Million Four Hundred Forty Thousand ($1,440,000.00) dollar grant will help offset the cost of acquiring this parcel, which will create the twelfth Oakland County Park; and WHEREAS, the matching funds for the Highland Township Property Acquisition Grant will come from the % mil for parks. NOW THEREFORE BE IT RESOLVED that the Oakland County Parks and Recreation Commission supports the acceptance of the TF05-032 Highland Township Property Acquisition Grant. FURTHER BE IT RESOLVED that the Oakland County Parks and Recreation Commission recommends the revised Project Agreement be forwarded to the General Government, Planning and Building, and Finance Committees for approval by the Oakland County Board of Commissioners. FISCAL NOTE (MISC. /07016) February 1, 2007 BY: Finance Committee, Mike Rogers, Chairperson IN RE: PARKS AND RECREATION COMMISSION- APPROVAL AND ACCEPTANCE OF MICHIGAN DEPARTMENT OF NATURAL RESOURCES TRUST FUND LAND ACQUISITION GRANT PROJECT AGREEMENT NO. TF05-032 HIGHLAND TOWNSHIP PROPERTY TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced Miscellaneous Resolution and finds: 1. The Oakland County Parks and Recreation Commission has been awarded a Land Trust Fund Grant from the Michigan Department of Natural Resources in the amount of $1,440,000. 2. The grant period is from August 1, 2006 to July 31, 2007. 3. The total cost of the project is $3,600,000 for which Parks and Recreation Commission is required to provide a 60% ($2,160,000) grant match. 4. The Parks and Recreation Commission has designated local match (60%) in-kind funds in its 2007 Capital Improvement Projects Budget as coming from IA mill Parks and Recreation Levy for expenditures. 5. A budget amendment for FY 2007 is recommended as follows to reflect the grant award. PARKS AND RECREATION (FUND #50800) FY 2007 REVENUE 5060201-160965-690189 $1,440,000 PR Admin-Highland Oaks CIP- Capital Asset Contributions EXPENDITURE 5060201-160965-740030 $1,440,000 PR Admin-Highland Oaks CIP-Capital Improvements Program -0- FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Crawford absent. • • 011110 • NifithabLii Ruth o nson, County Clerk kiblect.. ' Resolution #07016 February 1, 2007 Moved by Gregory supported by Long the resolutions (with fiscal notes attached) on the Consent Agenda, be adopted (with accompanying reports being accepted). AYES: Burns, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel, Hatchett, Jacobsen, KowaII, Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Suarez, Woodward, Zack, Bullard. (24) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda, were adopted (with accompanying reports being accepted). ME AMIE THE FOREGOING ISOM jo7 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February 1, 2007, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 1st day of February, 2007.