HomeMy WebLinkAboutResolutions - 2020.07.02 - 33385MISCELLANEOUS RESOLUTION #20222 July 2, 2020
BY Commissioner Helaine Zack, Chairperson, Finance and Infrastructure Committee
IN RE: ECONOMIC DEVELOPMENT AND COMMUNITY AFFAIRS — APPROVAL OF MAIN STREET
OAKLAND COUNTY COVID-19 SMALL BUSINESS RELIEF PROGRAM GRANT AGREEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Economic Development and Community Affairs Department's Main Street Oakland County
Program is in its 201" year with 25 communities currently participating, and continues to be the only
countywide Coordinating Main Street Program in the United States; and
WHEREAS the vibrancy and success of our downtown districts are vital to the economic well-being of
Oakland County; and
WHEREAS the Main Streets of Oakland County are home to over 4,000 small businesses; and
WHEREAS the Main Streets of Oakland County represent over $18 million dollars in public/private
investment in 2018-19; and
WHEREAS COVID-19 has had a devastating impact on the downtowns of Oakland County; and
WHEREAS through the Main Street Oakland County Program the first mass crowdfunding campaign in the
United States was created to assist Main Street Oakland County communities raise funds to support local
relief efforts; and
WHEREAS 21 Main Street Oakland County Program communities created crowdfunding campaigns by
May 15111, 2020 and to date have raised over $105,000 from the general public and business donors, and
WHEREAS Oakland County will match each campaign up to $4,000 in the form of a grant to the participating
community for local downtown COVID-19 relief efforts, and
WHEREAS the matching contribution from Oakland County, and funds raised through the crowdfunding
campaign will be utilized for eligible activities such as: purchase of PPE, physical adaptation of districts and
businesses for social distancing, adaption of special events such as farmer's markets, marketing
campaigns, organizational capacity, and small business relief grants for rent, payroll, mortgage, and
inventory; and
WHEREAS the communities recognize and agree that absent an agreement with the County, the County
has no obligation to facilitate such a program; and
WHEREAS the Department of Economic Development and Community Affairs, with the assistance of
Corporation Counsel, has drafted the attached Grant Agreement between the County and the participating
Main Street Oakland County communities for the creation of a matching grant program related to the
crowdfunding campaign initiative; and
WHEREAS to date, the following 21 communities have launched a crowdfunding campaign for COVID-19
relief through the Main Street Oakland County Program. Berkley, Birmingham, Clarkston, Clawson,
Farmington, Ferndale, Franklin, Hazel Park, Highland, Holly, Lake Orion, Lathrup Village, Leonard,
Madison Heights, Oak Park, Ortonville, Oxford, Pontiac, Rochester, South Lyon, and Wixom; and
WHEREAS the Department of Economic Development and Community Affairs recommends the approval
of the attached Grant Agreement between the County and the participating Main Street Oakland County
communities; and
WHEREAS funding in the amount of $84,000 is available to be re -allocated from the existing Economic
Development and Community Affairs Professional Services line item to the Regranting Program line item
for this program.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the
attached Grant Agreement and authorizes the Chairperson of the Board of Commissioners to sign the
Agreement with all communities who have signed the Interlocal Agreement and passed a resolution in
support thereof.
BE IT FURTHER RESOLVED that a copy of any such signed Grant Agreement shall be provided to the
Elections Division of the Oakland County Clerk for transmission to the Office of the Great Seal of Michigan.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners approves the one-time re-
allocation of $84,000 from the existing Economic Development and Community Affairs Professional
FINANCE AND INFRASTRUCTURE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Services line item to the Regranting Program line item to be used for the Main Street Oakland County
crowdfunding matching grant for local downtown COVID-19 relief efforts.
BE IT FURTHER RESOLVED that a FY 2020 budget amendment is recommended as follows.
GENERAL FUND (#10100) FY 2020
Expenditures
1090201-171000-731458 Professional Services $ (84,000)
GENERAL FUND f#10100)
Project10000003220
Budget Ref: 2020 Activity: GLB Analysis: GLB
Expenditures
1090201-133095-731598 Regranting Program 84,000
Total Expenditures &---Q
Chairperson, on behalf of the Finance and Infrastructure Committee, I move for adoption of the foregoing
resolution.
Commissioner Helaine Zack, District #18
Chairperson, Finance and Infrastructure
Committee
MAIN STREET OAKLAND COUNTY COVID-19 SMALL BUSINESS RELIEF
PROGRAM GRANT AGREEMENT BETWEEN
OAKLAND COUNTY
AND
[CITY, VILLAGE., TOWNSHIP]
This grant agreement ("Agreement" or "Grant Agreement") is made between the County of
Oakland, ("County" or "Grantor"), a Michigan Constitutional and Municipal Corporation, whose
address is 1200 North Telegraph, Pontiac, Michigan 49341 and the jC'ity, Village or Township]
("Grantee ") whose address is jLegal Address of City, Village or Township]. In this Agreement,
the County and Grantee may also be referred tojointly as the "Parties" or individually at a "Party."
PURPOSE OF AGREEMENT. 'file County and Grantee enter into this Agreement pursuant to
Michigan law to provide "matching grant" funding to Grantee to encourage and assist businesses
to locate, expand, invest, preserve jobs, and remain in Grantee'sjuriscliction and Oakland County
(the "Main Street Oakland County (MSOC) Small Business Reliel' Program" or "Program"), as
further described in this Agreement.
In consideration of the mutual promises, obligations, representations. and assurances in this
Agreement, the Parties agree to the following:
DEFINITIONS. In addition to any other defined terms in this Agreement, the following
words and expressions used throughotrt this Agreement, whether used in the singular or
plural, shall be defined, and interpreted as follows:
I.I. Claims mean any alleged losses, claims, complaints, demands for relief or damages,
lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties,
litigation, costs, and expenses, including, hilt not limited to, reimbursement for
reasonable attorney fees, witness fees, court costs. investigation expenses. litigation
expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind
which are incurred by or asserted against County or Grantee, or for which County or
Grantee may become legally and/or contractually obligated to pay or defend against,
whether direct, indirect or consequential, whether based upon any alleged violation of
the federal or the state constitution, any federal or state statute, rule. regulation, or any
alleged violation of federal or state common law, whether any such claims are brought
in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened.
1.2. Comity means Oakland County, a municipal and constitutional corporation, including,
but not limited to, its departments, divisions, the County Board of Commissioners,
elected and appointed officials, directors, board members, council members,
commissioners, authorities, committees, employees, agents, volunteers, and/or any
such persons' successors.
1.3. P11 means calendar day, which shall always begin at 12:00:00 a.m. and end at 11:59:59
p.m.
1.4. Grantee means the [City, Village, or Township], which receives Grant Fm1CIS (delll)ccl
below) from County under this Agreement, that is an entity created by state or local
authority or which is primarily funded by or through state or local authority, including,
but not limited to, its council, its Board, its departments, its division, elected and
appointed officials, directors, board members, council members, commissioners,
authorities, committees, employees, agents, subcontractors, attorneys, volunteers,
and/or any such persons' successors.
1.5. Grain Funds means the monetary funds awarded by County to Grantee Under this
Grant Agreement.
1.6. Grantee Funds means the monetary funds that Grantee raises on its own for the
Program.
1.7. Points of Contact mean the individuals designated by the Grantee and the County to
act as primary contacts for communication and other purposes as described herein.
1.9, Sub-Grantee Business means the corporation, business, or other legal entity, including
its board members. directors, officers, executives, employees, agents, volunteers,
contractors, and subcontractors, that receives Grant Funds from Grantee through the
Program.
2. EFFECTIVE DATE AND DURATION OF THE AGREEMENT,
2.1. Effective Date. This Agreement and any amendments to this Agreement shall be
effective when executed by both Parties with resolutions passed by the governing
bodies of each Party. All amendments to this Agreement shall be in writing. The
approval ofthis Agreement and any amendments shall be entered in the official minutes
of the governing bodies of each Party. An executed copy of this Agreement and any
amendments shall be tiled by the County Cleric with the Secretary of Slate.
2?. Agreement Duration. This Agreement shall remain in effect until December 31, 20211
or until cancelled or terminated as otherwise provided in this Agreement.
3. GRANT AWARD. Subject to the terms and conditions in this Agreement, the Grantor
agrees to make, and Grantec agrees to accept Grant Funds on a one-for-one (1: I ) dollar match
basis with Grantee Funds, in an amount not to exceed four thousand dollars ($4,000). In other
words, Grantee must match the Grant Funds awarded by County on a one-for-one (1:1) dollar
basis with its Grantee Funds and the County will award no more than four thousand dollars
($4,000) total to Grantee under this Azreement. In addition, the amount of Grant Funds that
County will award to Grantee will not exceed the amount of Grantee Funds that Grantee has
raised by.luly 30, 2020 (tile "Fundraising Deadline"). County will award the Grant Funds to
Grantee after the Fundraising Deadline and Grantee provides County with sufficient
documentary evidence showing that it has raised the matching Grantee Funds.
3.I. Grantee may use the Grant Funds for one or both of the following purposes
(hereinafter "Program Purposes)"):
3.1.1. Grantee Direct Support—to purchase cleaning supplies and personal protective
equipment such as lace masks, gloves, thermometers, register guards, and hand
saoitizer to be distribuled to small businesses in Grantee's jurisdicliun. fund
adapted special events and make physical adaptations to farmers marl els. fund
Grantee district marketing campaign initiatives, and increase or maintain
downtown management organization aI capacity to retain staff or lurIII cr develop
and establish a formal Main Street Program/downtown developmeut orgeuizuliun,
and/or
3.1_2. Sub -Grants to Sub -Grantee Businesses - to award Grant Funds to a Sub -Grantee
Business located in itsjurisdiction for one or more of the following purposes: for
working capital for payroll expenses, rent, mortgage payments, utility expenses,
marketing, insurance, supplies, personal protective equipment such us lace malls,
gloves, ihrrnwmeters, register guards, and hand sanitizes, to make physical
nwdiFications to structures to accommodate social distancing, inventory, website
and technology enhancements, or other similar expenses that occur in the ordinary
course of business.
3.2. Grantee shall return all Grant Funds in its possession or under its control to County
that have not been expended or disbursed by December 31, 2021.
4. GRANTEE OBLIGATIONS.
4.1. Grantee agrees to undertake, perform, and complete the following:
4.1.1. Submittal application to the County to receive Grant Funds to participate in the
Program.
4.1.2. Market and advertise the Program and the availability of the Grant Funds to
eligible Sub -Grantee Businesses in Grantee'sjurisdiction.
4.1.3. Establish an application process for proposals from eligible Sub -Grantee
Businesses to receive Grant Funds through the Program.
4.1.4. Accept, review, and screen all applications for the Grant Funds from eligible
Sub -Grantee Businesses as follows:
4.1.4.1. Ensure that all Sub -Grantee Business applicants are eligible to be awarded
Grant Funds and have the necessary capital, Funding, expertise, and resources to
properly use and expend the Grant Funds for the purpose that they applied for.
4.1.4?. Review grant requests to ensure consistency with the Program's current
planning and vision and compliance with all federal, slate, and local laws and
zoning requirements.
4.1.5. Verify that all Sub -Grantee Businesses awarded Grant Funds properly use and
expend the Grant Funds for the purpose that they applied for as follows:
4.1.5.1. Verify that all completed wort: has received final approvals from all
applicable legal jurisdictions, including the local municipality if required.
4.1.5.2. Verifv that all Sub-Gantee Business expenses have been paid and that there
I no outstanding debts owed to contractors/subcontractors.
4.1.6. Verily the total Grant Fund expenditures of the Sub -Grantee Business.
4.1.7. Comply with this Agreement and all Program requirements and monitor and
ensure that all Sub -Grantee Businesses comply with this Agreement and all other
Program requirements.
4. L8. Grantee shall have a sub -grant agreement with each Stib-Grantee Business that
receives Grant Funds. Grantee shall pass through to the Sub -Grantee Business and
include the provisions in the attached Exhibit A (Pass Through Provision for Sub -
Grantee Businesses) in the sub -grant agreement. Grantee shall also require the
Sub -Grantee Business to comply with the terms and conditions in this Agreement.
Grantee shall assign its rights and remedies against it Sub -Grantee Business under
any sub -grant agreement to County, upon request of the County.
4.2. The Grantee shall designate a primary point of contact to the County, who shall have
the following responsibilities: (1) direct communication and interaction with the
County regarding the subject matter of this Agreement and (2) other responsibilities as
set forth in this Agreement.
ELIGIBILITY OF SUB -GRANTEES.
5.1. For a Sub -Grantee Business to be eligible to receive Grant Funds through the
Program, the Sub -Grantee Business shall meet all the following requirements:
5.1.1. Is located in the geographic boundary of the defined historic commercial district
Of the Grantee;
5.1.2. Is located in a designated NISOC Program cummLill ity;
5,1.3. Was or is currently being negatively impacted by the COVID-19 Pandemic;
5.1.4. is a sole proprietor business or has less than fifty (50) employees;
5.1.5. Is a for-profit business; and
5.1.6. Has been in bUSiuCSS ua or before March I, 2020.
6, GRANTER'S REPRESENTATIONS AND WARRANTIES. Grantee acknowledges and
agrees to the terms in this Agreement and the Program's requirements and represents and
warrants to the County that (i) the Sub -Grantee Businesses shall only use the Grant Funds for
the Program Purposes described in this Agreement; (ii) any Grant Funds received from the
County under this Agreement or otherwise through the Program shall solely be used by the
Grantee as authorized in this Agreement for the permitted Program Purposes and eN.;penses
and for no other purpose.
REPORTING REOUIREIYIENTS. The Grantee shall submit a report to the County un a
National (twice per year) basis, after receiving the Grant Funds, regarding the activities of the
Grantee and the degree to which the Grantee has satisfied the purpose of the Program. The
County reserves the right to audit and inspect, at its expense, Grantee's records concerning
any and all awards or expenditures that used or involved Grant Funds. The Grantee's biannual
report to the County shall include, but is not limited to, all of the Billowing:
7.1. A summary report, detailing all expenditures and use of Grant Funds by Grantee,
the distribution of items Purchased by Grantee with Grant Funds, and recipient(s) of
items distributed by Grantee that were purchased with Grant Funds.
7.2. A summary report for each Sub -Grantee Business that received Grant Funds, which
Shall include:
7?.1. The Sub -Grantee Business name, business type, address, number of
employees, an itemized description, including amounts, of all expenditures and
use of Grant Funds, and the total amount of Grant Funds received and spent;
7.2.2. An itemized description, including amounts, of all expenditures and Use of
Grantee Funds to the Sub -Grantee Business under the Program, and the total
amount of Grantee Funds provided to the Sub -Grantee Business under the
Program: and
7.2.3. An itemized description, including amounts, of all Sub -Grantee Business'
funds used in conjunction with Grant Funds or Grantee Funds under the
Program; and
7.3. Copies of all paid invoices and/or receipts of expenditures using or involving Grant
Funds:
7.4. Copies of any news, media, or other public relations coverage or reports relating to
use of the Grant Funds or the Program.
8. 1'D BLI(ATY. At the request of County, Grantee shall cuoperate with County to promote the
Program through one or more of the following methods: placement of a sign, plaque, media
coverage, or other public presentation at the location of any Sub -Grantee Business receiving
Grant Funds. "I'he Grantee hereby authorizes and permits and grants a non-exclusive,
irrevocable license to the County, without further notice and action required by the Grantee
or the County, to use photographs, logos, published/printed information, and any other
materials to promote or otherwise publicize the County, the Program, and/or the Grantee ill
any manner or form, including, but not limited to; in social media, press releases,
advertisements, and/or publications of any nature.
9. ASS URANCEYL1M17'AT10NS
9.1. Responsibility for Claims. Each Part), shall be responsible for any Claims made
against that Party by a third party, and for the acts of its employees and agents arising-
Under
risingunder or related to this Agreement.
9.2. Responsibility for Attorney Fees and Costs. Except as otherwise provided in this
Agreement, each Party shall seek its own legal representation and bear the costs
associated with such representation, includingjudgments and attorney fees, for any
Claim that may arise from the performance of this Agreement.
9.3. No Indemnification. Except as otherwise expressly provided in this Agreement,
neither Party shill have any right under this Agreement or under any other legal
principle to be indemnified by the other Party or any of its agents in connection with
any Claim.
9.4. Costs, Fines, and Fees for Noncompliance. The Grantee shall be solely responsible
for all costs, fines, penalties, and fees associated with Grantee's noncompliance with
this Agreement.
9.S. Reservation of Rights. This Agreement does not, and is not intended to, impair,
divest, delegate, or contravene any constitutional, statutory, and/or other legal right,
privilege, power, obligation, duty, or immunity of the Parties. Nothing in this
Agreement shall be construed as a waiver of governmental immunity for either Party.
and Community Affairs and Grantee's Point of Contact may promptly meet and confer
in an effort to resolve such dispute.
10,2. 1f they cannot resolve the dispute in ten (10) business days, the dispute may, he
submitted to the chief executive official of each Party or their designees, who may meet
promptly and confer in an effort of good lailh to resolve such dispute.
11. TERMINATION OR CANCELLATION OP' AGREF.IVIF.NT.
1 I.I. Termination for Convenience. The Parties may terminate or cancel this Agreement,
in whole or in part, upon five (5) business days' written notice to the other Party for
any reason or no reason, including convenience, prior to the disbursement of Grant
Funds to Grantee under this Agreement.
11.2. Termination for Cause. County may terminate or cancel this Agreement, in whole or
in part, immediately upon providing written notice to Grantee if County reasonably
determines that any of the following occurred: I ) Grantee breached this Agreement; 2)
Grantee violated any law applicable to this Agreement or the Program; 3) any
representation, covenant, certification or warranty made by the Grantee shall prove
incorrect at the time that such representation, covenant, certification or warranty was
made in any material respect; (4) the Grantee fails to comply with any obligations or
duties contained herein: and (5) Grantee's use of Grant Funds for any purpose not
authorized under this Agreement.
11 3. No Obligation to Award or Disburse Grant Funds After Termination. County shall
have no obligation to award, disburse, or distribute Grant Funds to Grantee or any other
person or entity after termination or cancelation of this Agreement. The termination or
cancelalion of this Agreement is not intended to be the C'ounly's sole exclusive remedy
and each remedy shall be cumulative and in addition to every other provision or remedy
given herein or now or hereafter existing at law or equity.
13. REPAY A/IENT/REmE.DIES. Grantee is strhject to repayment to the County of an amount
equal to the Grant Funds received by Grantee in the event Grantee has made material
misrepresentations to the County in its application or the Grantee fails to otherwise comply
with the requirements of this Agreement. Grantor further retains all rights and remedies
allowed in law or equity, including seeking payment of its reasonable costs and expenses
incurred enforcing its rights and remedies.
13. DELEGATION OR ASSIGNMENT. Neither Party, shall delegate or assign any obligations
or rights nuclei- this Agreement without the prior written consent of the other Party.
14. NO EMPLOYEE, EMPLOYER RELATIONSHIP. Nothing in this Agreement shall he
construed as creating an employee -employer relationship between County, and Grantee.
15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties,
this Agreement does not and is not intended to create any obligatiun, duty, promise,
contractual right or benefit, right to indemnification, right to subrogation, and/or any other
right in favor of any other person or entity.
16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay, by a Party to
pursue or enforce any rights ur remedies under this Agreement shall constitute a waiver of
those rights with regard to any existing or subsequent breach of this Agreement. No waiver
9. 6, Authorization and Completion of ALreement. The Parties have taken all actions
and secured all approvals necessary to authorize and complete this Agreement. The
persons signing this Agreement on behalf of each Party have legal authority to sign
this Agreement and bind the Parties to the terms and conditions contained herein.
9.7. Compliance with Laws. Each Party shall comply with all federal, state, and local
ordinances, regulations, administrative rules and requirements applicable to its
activities perforated under this Agreement, including bill not limited to laws relating
to nondiscrimination and conflicts of interests.
9.6. Liability; Release. In no event shall County be liable to Grantee orally other person
or entity, for any consequential, incidental, direct, indirect, special, exemplary, treble.
punitive, or any other damages or Claims arising out of or related to this Agreement
or the Program. The Grantee, on its behalf and on behalf of its employees, agents,
representatives, elected and appointed officials, and volunteers, agrees to not site and
to waive, release, and forever discharge the County from any and all damages and
Claims arising leom or in any way connected to the Program and/or this Agreement.
9.9. Assumption of Responsibilities. The Grantee assumes any and all responsibilities,
including, but not limited to, costs and expenses, and liabilities arising out of its
duties and obligations under this Agreement and its administration and
implementation of the Program. Grantee acknowledges and agrees that the County
shares no such obligation or liabilities in Grantee's administering or implementing the
Program or supervising or monitoring ally Sub -Grantee Businesses.
9. l0, No Guaranty of Participation. The Grantee acknowledges, understands, and agrees
(i ) the Grant Funds provided by the County under this Agreement and through the
Program is meant to supplement, and not replace, funding for Grantee and/or Sub -
Grantee Business expenditures; (ii) there is no guarantee that the Program will be
continued Brom year to year and the Grant Funds must be expended by the end of
calendar year 2031; and (iii) there is no obligation on behalf of the County to either
provide Grant Funding or continue the Program in the future.
9.11. Availabilioy and Reduction of Grant Finds. The amount of Grant Funds specified
in this Agreement may be reduced or eliminated, at the County's sole discretion,
based upon the ability of the County to oreet its primary constitutional and statutory
duties, The County expressly reserves the right to adjust the County matching funds
share at any time based upon County's budget needs.
9.12. Grant Funds "As is"/Disclaimer of Warrantv. THE GRANT FUNDS
PROVIDED UNDER THIS AGREEMENT BY C'OUNT'Y TO GRAN ]TE ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COUNTY
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
TER
EXPRESS, STATUTORY, OR IMPLIED.
10. DISPLITL RESOLUTION.
10.1. All disputes relating to the execution, interpretation, performance, or nonperformance
of this Agreement involving or affecting the Parties may first be submitted to C'ounty's
Director of Economic Development and Community Affairs or designee and Grantee's
Point of Contact for possible resolution. County's Director of Economic Development
of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in
one or more instances shall be deemed or construed as a continuing waiver of any term,
condition, or provision oflhis Agreement. No waiver by either Party shall Subsequently affect
its right to require strict performance of this Agreement.
17, RECORD RETENTION AND ACCESS AND AUDI'T'ING. Grantee shall maintain and
preserve all documents and records related to this Agreement in accordance with state law
and for a minimum of three (3) years after the later one of the following: 1) this Agreement
is terminated/cancelled or 2) Sub -Grantee Business has expended all of the Grant Funds,
whichever is later. Upon request by County, all records, including but not limited to financial
records, related to this Agreement or the Program .shall be available at any reasonable time
for examination or audit by the County, or as required by law.
18. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this
Agreement to be illegal or invalid, then the term or condition shall be deemed severed from
this Agreement. All other terms, conditions, and provisions of this Agreement shall remain
in full force.
19. CAPTIONS. The section and subsection numbers, captions, and any index to such sections
and subsections contained is this Agreement are intended for the convenience of the reader
and are not intended to have any substantive meaning. The numbers, captions, and indexes
shall not be interpreted or be considered as part of this Agreement. Any use of the singular
or plural, any reference to gender, and any use of the nominative, objective or possessive case
in this Agreement shall be deemed the appropriate plurality, gender or possession as the
context requires.
20. FORCE MAdEURE. Notwithstanding any other term or provision of this Agreement,
neither Party shall be liable to the other for any faihu•e of performance hereunder if such
failure is due to any cause beyond the reasonable control of that Party and that Party cannot
reasonably accommodate or mitigate the effects of any such cause. Such cause shall inchrde,
without limitation, acts of God, tine. explosion, vandalism. national emergencies,
insurrections, riots, wars, strikes, lockouts, work .stoppages, other labor difficulties, or any
law, order. regulation, direction, action, or request of the United States government or of any
other government. Reasonable notice shall be given to the affected Party of any such event.
21. NOTICES. Notices given under this Agreement shall he in writing and shall be personally
delivered, sent by express delivery service, certified mail, or first class U.S. mail postage
prepaid. and addressed to the person listed below. Notice will be deemed given on the date
when one of the following first occur: (i) the date of actual receipt; (ii) the next business clay
when notice is sent express delivery service or personal delivery; or (iii) three clays after
mailing first class or certified US. mail.
21,1. If Notice is sent to County, it shall be addressed and sent to the following three
persons/officials: (1) the Oakland County Executive, 2100 Pontiac Lake Road,
Waterford, Michigan 49328; (2) the Director of Oakland County Economic
Development @ Community Affairs Department, 2100 Pontiac Lake Rd, Bld. X41 W,
Waterford, M1 48328; and (3) Oakland County Corporation Counsel, 1200 North
Telegraph Road, Pontiac, Michigan 483,11.
2 1 If Notice is sent to the Grantee, it shall be addressed to: jINSERT
TITLE/ADDRESS j
21.3. Either Party may change the inclivicival to whom Notice is sent and/or the mailing
address by notifying the other party in writing of the change.
21.4. Notice may also be given to the above individuals by electronic means (including by
e-mail) if the electronic notice is acknowledged as being received by the receiving
Party. Electronic notice will be cleaned given on the date when the electronic notice
is acknowledged as being received by the receiving Party.
22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement
shall be governed. interpreted, and enlorced by the laws of the State of Michigan. Except as
otherwise required by law or court rule, any action brought to enforce, interpret, or decide
any Claim arising under or related to this Agreement shall he hrought in the 6th Judicial
Circuit Court of the Stale of Michigan, the 50th District Court of the State of Michigan, or
[lie United Slates District Court for the Eastern District of Michigan, Southern Division, as
dictated by the applicable jurisdiction of the court. Except as otherwise required by law or
court rule. venue is presumptively proper in the courts set forth above.
23. ELECTRONIC SIGNATURES. This Agreement may be signed in counterparts with the
use of facsimile and/or electronic signatures, which shall be considered valid and binding on
the parties.
24. SU RVI VAL OF TFUMS AND CONDITIONS. The terms and conditions in this
Agreement shall survive and continue in full fierce beyond the termination or cancellation of
this Agreement (or any part thereof) until the terms and conditions expire by their nature.
25. ENTIRE, AGREEMENT.
25,1, Entire Agreement. Except as provided by law, this Agreement represents the entire
agreement and understanding between the parties. This Agreement supersedes all
other oral or written agreements between the Parties regarding the subject matter of
this Agreement.
25.2. Construction of Attreement. The language of this Agreement shall be construed as a
whole according to its fair meaning, and not consU'ued strictly for or against any Party.
The undersigned hereby acknowledges that he/she has been authorized by the governing body of
Grantee, [insert City, Village, Township], to execute this agreement on behalf of Grantee and
hereby accepts and binds Grantee to the terms and conditions of this Agreement.
GRANTEE, [INSERT CI'T'Y, VILLAGE, TOWNsxrP]
BY:
'title
DATE:
The undersigned hereby acknowledges that he has been authorized by a resolution of the Oakland
County Board of Commissioners to execute this Agreement on behalf of Oakland County, and
hereby accepts and binds Oakland County to the terms and conclitions of this Agreement.
'I'llE COUNTY OF OAKLAND
BY:
DATE:
Chairperson, Oakland County Boar► of Commissioners
EXHIBIT A
PASS-THROUGH PROVISIONS FORSUB-GRANTEEBUSINESSES
Words or terms in this exhibit shall have the same meaning as those words or terms are defined
in the Grant Agreement. unless expressly defined otherwise in this exhibit. Grantee shall include
the following requirements in its soh -grant agreement with each Sub -Grantee Business:
Sub -Grantee Business shall comply with and is bound by the terms and conditions in the
Grant Agreement that are applicable to or involve Sub -Grantee Business.
Sub -Grantee Business affirms that all its representations in the application for Grant Funds
that was Submitted to Grantee were accurate, truthful, and complete.
Sub -Grantee Business shall only use the Grant Funds for the Program Purposes described in
the Grant Agreement.
Sub -Grantee Business shall provide to Grantee on a biannual (twice per year) basis, after
receiving the Grant Funds, all ofthe following:
4.1. Copies orall paid invoices and/or receipts of expenditures using or involving Grant
Funds or the Program;
4.2. A summary report, which shall include all of the following:
4.2.1. The Suh-Grantee Business' name, business, type, address, number of employees,
4Z.2. An itemized description, including amounts, of all expenditures and use of Grant
Funds, and the total amount of Grant Funds received and spent;
4.2.3. An itemized description, including amounts, of all expenditures and use of
Grantee Funds under the Program, and the total amount of Grantee Funds received
and spent by Sub -Grantee Business: and
4.2.4. An itemized description, including amounts, of all Sub -Grantee Business funds
used in conjunction with Grant Funds and Grantee Funds under the Program; and
4.3. Copies of any news, media. or other public relations coverage or reports relating to use
of the Grant Funds or the Program.
5. Sub -Grantee Business is subject to repayment to the Grantee Oran amount equal to (lie Grant
Funds received by Sub -Grantee Business in the event Sub -Grantee Business has made
material misrepresentations to the Grantee in its application, voluntary bankruptcy or
insolvency proceeding are commenced against the Sub -Grantee Business and not set aside
within sixty (60) clays, or the Sub -Grantee Business fails to otherwise comply with the
requirements of the Grant Agreement, Program, or sub -grant agreement. County and Grantee
Ilurther retain all rights and remedies allowed in law or equity, including seeking payment of
its reasonable costs and expenses incurred enforcing its rights and remedies.
o, To the extent not prohibited by law, Sub -Grantee Business shall indemnify, defend and hold
County harmless from all Claims incurred or asserted against County, which are alleged to
have been caused by the acts or omissions of Sub -Grantee Business, including its employees,
agents, contactors, or sub -contractors.
7. In no event shall County be liable to Sub -Grantee Business including its employees, agents,
contactors, or sub -contractors, forany consequential, incidental, direct, indirect, exemplary,
treble, special, punitive, or any other damages or Claims arising out or or related to the sub -
grant agreement, Grant Agreement, the Program, or the Grant Funds. The Sub -Grantee
Business, on its behall'and on behalf of its employees, agents, contractors, or subcontractors,
agrees to not sue and to waive, release, and forever discharge the C'cxnty from anv and all
damages and Claims arising from or in any way connected to the Program, the Grant Funds,
Grant Agreement, or the sub -grant agreement.
8. Sub -Grantee Business shall have and maintain adequate liability insurance to protect and
cover itself from lawsuits, claims, demands. loss, and other damages claims.
9. Sub -Grantee Business shall have no rights or claims against County for indemnification.
subrogation, or any other similar right or claim against County.
10. Sub -Grantee Business agrees that to the extent that any part of the aforementioned Grant
Funds are deemed to be taxable, that Sub -Grantee Business agrees to be fully responsible for
the payment of any taxes, including withholding payments, social security, or other funds
which are required to be withheld.
11. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, r/ seq. and MCL
15.321, el seq.). To avoid any real or perceived conflict of interest. Sub -Grantee Business
shall disclose to Grantee and County the identity or all Sub -Grantee Business employees or
agents and all relatives oi'Sub-Grantee Business employees or agents who: a) are employed
by the County or Grantee or are elected or appointed officials of the County or Grantee, on
the dale the sub -grant agreement is executed; and b) becomes employed or appointed by the
County or Grantee or Becomes an elected official of the County or Grantee during the term of
the sub -grant agreement.
12. The Sub -Grantee Business shall maintain accurate hooks and records in connection with use
of the Grant Funds or related to the Program for thirty-six (36) months after the Sub -Grantee
Business expends the Grant Funds and shall provide Grantee and County with reasonable
access to such books and records, upon request. At County's or Grantee's sole discretion,
County or Grantee or an independent auditor hired by County or Grantee may perrorm grant
audits during the term of the Program and for a period of three (3) years after final
disbursement of'Granl Funds under the sub -grant agreement.
13. Sub -Grantee Business shall comply with all federal, stale, and local laws, statutes,
ordinances, regulations, and all requirements applicable to its activities under the Program.
14. Sub -Grantee Business shall not assign any of its rights or obligations regarding the Grant
Funds to any person or entity. Grantee may assign any of its rights and remedies under the
sub -grant agreement to County, upon request of the County.
15. The Program or any use, dispute, or claim related to or involving the Grant Funds shall be
governed, interpreted and enforced by the laws of the State of Michigan. Except as otherwise
required by law or court rule.jurisdiction and venue shall be in the Sixth Judicial Circuit
Court of the State of Michigan or the 50"' District of the State of Michigan.
16. At the request ofCounty, Sub -Grantee Business shall cooperate with County to promote the
Program through one or more of the hollowing methods: placement of a sign, plaque, media
coverage, or other public presentation at the location of any Sub -Grantee Business receiving
Grant Funds. The Sub -Grantee Business hereby authorizes and permits and grants a non-
exclusive, irrevocable license to the County, without further notice and action required by the
Sub -Grantee Business or the County, to use photographs, logos, published/printed
inrormation, and any other materials to promote or otherwise publicize the County, the
Program, and/or the Sub -Grantee Business in any manner or form, including, but not limited
to, in social media, press releases, advertisements, and/or publications of any nature.
Resolution #20222
July 2, 2020
Moved by Jackson seconded by Weipert the resolutions on the amended Consent Agenda be adopted
(with accompanying reports being accepted).
AYES: Hoffman, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray,
Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack,
Gershenson. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted
(with accompanying reports being accepted).
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 July 2, 2020,
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 Circuit Court at Pontiac,
Michigan this 2nd day of July, 2020.
Lisa Brown, Oakland County