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HomeMy WebLinkAboutResolutions - 2020.11.19 - 33843MISCELLANEOUS RESOLUTION #20524 November 19, 2020 BY: Commissioner Helaine Zack, Chairperson, Finance and Infrastructure Committee IN RE: ECONOMIC DEVELOPMENT AND COMMUNITY AFFAIRS - APPROVAL OF OAKLAND COUNTY BROWNFIELD CONSORTIUM INTERLOCAL AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the United States Environmental Protection Agency has awarded a $600,000 grant to the Oakland County Brownfield Consortium; and WHEREAS the Oakland County Board of Commissioners approved the grant at their October 21, 2020, meeting (M R #20446); and WHEREAS the Cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac and Southfield will enter into a memorandum of agreement with Oakland County pertaining to this grant; and WHEREAS the County's Corporation Counsel has reviewed and approved an Interlocal Agreement between the County and the partner municipalities in Oakland County for the creation of the Oakland County Brownfield Consortium; and WHEREAS the following Cities have approved the Interlocal Agreement Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac and Southfield. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Interlocal Agreements and authorizes the Chairperson of the Board of Commissioners to sign the Agreements with all municipalities who have signed the Interlocal Agreement and passed a resolution in support thereof. BE IT FURTHER RESOLVED a budget amendment is not required. Chairperson, on behalf of the Finance and Infrastructure Committee, I move the adoption of the foregoing resolution. �t" Th+ Commissioner Helaine Zack, strict #18 Chairperson, Finance and Infrastructure Committee FINANCE AND INFRASTRUCTURE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF FARMINGTON HILLS The 2020 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Farmington Hills, 31555 W Eleven Mile Road, Farmington Hills, Michigan 48336, a Michigan Municipal Corporation, ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as 'Party" or jointly as "Parties". PURPOSE OF AGREEMENT. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant, The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2020 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2020 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfields, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On June 29, 2020 the EPA and the County entered into a Cooperative Agreement, Number BF-OOE02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2020 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2020 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seg., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2020 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-OOE02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Patties agree to the following: Page 1 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: I.I. Aereement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, coma costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third patty, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Coonerative Aereement means the agreement awarded to the County by the Environmental Protection Agency Number BF-OOE02004 and attached as Exhibit A to this Agreement. 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors, 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p,m. 1.6. Municipality means the City of Farmington Hills, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oakland Countv Brownfield Consortium or Consortium, means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2020 Brownfield Coalition Assessment Grant. 1.8. Proiect Manaeer means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-OOE02004, between the County and the EPA Page 2 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 3. COUNTY RESPONSIBILITIES. 3.1, The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2020 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2020 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement, 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1, The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2020 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the fottowing: (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, Page 3 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL the 2020 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 5.3. Notwithstanding Section 5.2 or anything else herein to the contrary, the County may reallocate, at its sole discretion, the unused grant funds allocated to Municipality to any other member(s) of the Consortium. Furthermore, Municipality may receive grant funds in excess of the amount allocated in Section 5.2, at the sole discretion of County, if grant funds are reallocated to Municipality from other members of the Consortium. 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. Unless terminated pursuant to Section 8 of this Agreement, this Agreement shall end ninety (90) days after the date the Grant period ends (including any extensions to the original Grant period). 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2020 Guidelines for Brownfield Assessment Grants, 7.2. Each Party shall be responsible for any Claims made against that Patty by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non -compliant with this Agreement, the Cooperative Agreement, the 2020 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any Claim. Page 4 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 7.6, 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. 8. TERMINATION OR CANCELLATION OF AGREEMENT,. Either Party may terminate and/or cancel this Agreement upon thinly (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2020 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, 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. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 11. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 42. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13, DELEGATION/SUBCONTRACT/ASSIGNMENT, Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver 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 of this Agreement. No waiver by either Patty shall subsequently affect its right to require strict performance of this Agreement, 15. 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. Page 5 2020 OAIMAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 16. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in 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 number, any reference to the male, female, or neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17, NOTICES. Notices given under this Agreement shall be 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: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328, 17.2. If Notice is sent to the Municipality, it shall be addressed to: Samantha Seimer 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW, This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. EXECUTED: Chairperson Oakland County Board of Commissioners Page 6 DATE: 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT —FINAL WITNESSED: Clerk/Register of Deeds l,,-Cotmty of Oalcland`_ EXECUTED: City l�a�er Dave Boyer ___.-� WITNESSED: /� City Clerk Pam Smith Page 7 DATE: DATE: F/2-I f , iO DATE:�L��I 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL DocuSign Envelope ID: ABF5B8F8-981A-477A-9A48-E6131599632E 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF FERNDALE The 2020 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Ferndale, 300 East Nine Mile Rd, Ferndale, Michigan 48220 a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac formed a coalition to apply for an the Environmental Protect Agency (`EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2020 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2020 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfields, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. In 2016 the EPA and the County entered into a Cooperative Agreement, Number BF-OOE02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2020 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of Rinds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2020 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2020 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-OOE02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL DocuSlgn Envelope 0: A13F588F8-981A.477A-9A48-E6131599632E 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-OOE02004 and attached as Exhibit A to this Agreement. 1.4. Countv means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Municinality means the City of Ferndale, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oaldand Countv Brownfield Consortium or Consortium means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2020 Brownfield Coalition Assessment Grant. 1.8. Proiect Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-OOE02004, between the County and the EPA Page 2 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL DocuSign Envelope ID: ABF588F8-981A-477A-9A48-E6131599632E 3. COUNTY RESPONSIBILITIES. 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2020 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2020 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2020 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, Page 3 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL DocuSign Envelope ID: ABF5B8F8-981A-477A-9A4B-E6131599632E the 2020 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 5.3. Notwithstanding Section 5.2 or anything else herein to the contrary, the County may reallocate, at its sole discretion, the unused grant funds allocated to Municipality to any other member(s) of the Consortium. Furthermore, Municipality may receive grant funds in excess of the amount allocated in Section 5.2, at the sole discretion of County, if grant funds are reallocated to Municipality from other members of the Consortium. 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. Unless terminated pursuant to Section 8 of this Agreement, this Agreement shall end ninety (90) days after the date the Grant period ends (including any extensions to the original Grant period). 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2020 Guidelines for Brownfield Assessment Grants. 7.2. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non -compliant with this Agreement, the Cooperative Agreement, the 2020 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any Claim. Page 4 2020 OAI{LAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL Docu3ign Envelope ID: A13F5B8F8-981A-477A-9A4B-E6131599632E 7.6. The Patties 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. 8. TERMINATION OR CANCELLATION OF AGREEMENT, Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2020 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, 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. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 11. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver 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 of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 15. 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. Page 5 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL DocuSign Envelope ID: ABF5B8F8-981A-477A-9A48-E6131599632E 16. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in 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 number, any reference to the male, female, or neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. NOTICES. Notices given under this Agreement shall be 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: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Enviromnental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: Jordan Twardy CED Director of the City of Ferndale, 300 East Nine Mile Rd, Ferndale, Michigan 48220 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. EXECUTED: Chairperson Oakland County Board of Commissioners Page 6 DATE: 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL DocuSign Envelope ID: ABF5BBFB-981A-477A-9A4B-E6131599632E WITNESSED: DATE: Clerk/Register of Deeds County of Oakland IN WITNESS WHEREOF, Melanie Piana, Mayor of the City of Ferndale, hereby acknowledges that she has been authorized by a resolution of the Municipality's governing body to execute this Agreement on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Agreement. Docu Signetl by: EXECUTED: EIS 0, t iau ut („ Na" A02C8AE83APoE Melanie Piana May,o&Bnetl by: WITNESSED:[eb.;Wa NUt,Y' DATE: 9/10/2020 , Clerk DATE: 9/9/2020 Page 7 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL ADMINISTRATIVE REPORTS �{ 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF HAZEL PARK The 2020 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Hazel Park, I I I E. Nine Mile Rd., Hazel Park, MI 48030, a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. The consortium now consisting of the County and the cities of Farmington Hills, Femdale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2020 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2020 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfieids, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfeld sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On the EPA and the County entered into a Cooperative Agreement, Number BF-OOE02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2020 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2020 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2020 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-OOE02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL DEFINITION'S. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-OOE02004 and attached as Exhibit A to this Agreement. 1.4. Coun means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Municivality means the City of Hazel Park, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oakland Countv Brownfield Consortium or Consortium, means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2020 Brownfield Coalition Assessment Grant. 1.8. Proiect Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXIIIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-OOE02004, between the County and the EPA Page 2 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT —FINAL 3. COUNTY RESPONSIBILITIES. 3.1. The County shall act as the fiscal ageht/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2020 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2020 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2020 Guidelines for Brownfield Assessment Grants, 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, Page 3 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL the 2020 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess browntield sites in its geographic area. 5.3. Notwithstanding Section 5.2 or anything else herein to the contrary, the County may reallocate, at its sole discretion, the unused grant funds allocated to Municipality to any other member(s) of the Consortium. Furthermore, Municipality may receive grant funds in excess of the amount allocated in Section 5.2, at the sole discretion of County, if grant funds are reallocated to Municipality from other members of the Consortium. 6. DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. Unless terminated pursuant to Section 8 of this Agreement, this Agreement shall end ninety (90) days after the date the Grant period ends (including any extensions to the original Grant period). 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2020 Guidelines for Brownfield Assessment Grants. 7.2. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non -compliant with this Agreement, the Cooperative Agreement, the 2020 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any Claim. Page 4 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 7.6. 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. 8. TERMINATION OR CANCELLATION OF AGREEMENT. Either Parry may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Parry. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Parry from any obligations that Party has pursuant to the 2020 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, 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. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 11. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12, RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Parry shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver 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 of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 15. 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. Page 5 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT —FINAL 16. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in 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 number, any reference to the male, female, or neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. NOTICES. Notices given under this Agreement shall be 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: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 17.1, If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: City of Hazel Park, Attn: Jeff Campbell, 111 E. Nine Mile Rd., Hazel Park, MI 48030. 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS, Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. EXECUTED: Chairperson Oakland County Board of Commissioners Page 6 DATE: 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL WITNESSED: Clerk/Register of Deeds County of Oakland EXECUTED:�J Ed Klobucher, City Manager City of Hazel Park WITNESSED: Jar�es�`inkley, Ci terk City of Hazel P Page 7 DATE: DATE: - ` , r DATE: -7 - S - a-0 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT - FINAL City Council Meeting Minutes July 14, 2020 Due to the COVID-19 pandemic, a City of Hazel Park Regular City Council meeting was held on Tuesday, July 1411, 2020 via Zoom video/telephone conferencing. Mayor Webb called the meeting to order at 6:09 p.m. Present: Mayor Webb, Mayor Pro Tem Sullivan, Councilmember Aubry, Councilmember LeCureaux, Councilmember McFall Absent: None ADMINISTRATIVE REPORTS 4. Brownfield Consortium Agreement w/ Oakland County CO-07-113-20 Motion to adoot Brownfield Consortium Agreement with Oakland Countv: Motion by Aubry, second by Sullivan, to approve the Brownfield Consortium Agreement. All in favor. Motion carried unanimously. I, James Finkley, Clerk for the City of Hazel Park, do hereby certify that the foregoing is a true and compared portion of minutes of the Hazel Park City Council at a Regular Meeting on July 14t'', 2020. zrames Fi ey, City r> �.•��••• Zf< �'' •lCliL q Al ti'isf X EO C,_ COUNT 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF MADISON HEIGHTS The 2020 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Madison Heights, a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties", PURPOSE OF AGREEMENT, The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights. Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2020 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2020 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfields, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On June 29, 2020, the EPA and the County entered into a Cooperative Agreement, Number BF-OOE02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant, The 2020 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2020 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2020 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-OOE02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page I 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT DEFINITIONS. The following words and expressi,ars used throughout this Agreement, whether used in the singular or plural, within or without quouuion marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but n �t limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for \� hich either Party becomes legally and/or contractually obligated to pay a third party whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Cooperative Agreement means the agreemem awarded to the County by the Environmental Protection Agency Number BF-OOE02004 and .itached as Exhibit A to this Agreement. 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, comm ssioners, authorities, committees, employees, agents, volunteers, andk)r any such persons successors. 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m 1.6, Municipality means the City of Madison Ileights, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, boar members, council members, commissioners, authorities, committees, employees, agents, suh�!ontractors, attorneys, volunteers, and/or any such persons successors. 1.T Oakland Comity Brownfield Consortium m Consortium means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2020 Brownfield Coalition Assessment Grant. L8, Proiect Manager means the individual desiguuted by the Municipality to participate in the Consortium and to be the contact person for thr Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agre, ment. 2.1, Exhibit A — Cooperative Agreement, Number BF-OOE02004, between the County and the EPA Page 2 2020 OAKLAND COUNTY BROWNFIELli CONSORTIUM AGREEMENT 3. COUNTY RESPONSIBILITIES. 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2020 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2020 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.5. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2020 Guidelines for Brownfield Assessment Grants 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, Page 3 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT the 2020 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 5.3. Notwithstanding Section 5.2 or anything else herein to the contrary, the County may reallocate, at its sole discretion, the unused grant funds allocated to Municipality to any other member(s) of the Consortium. Furthermore, Municipality may receive grant funds in excess of the amount allocated in Section 5.2, at the sole discretion of County, if grant funds are reallocated to Municipality from other members of the Consortium. 6, DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. Unless terminated pursuant to Section 8 of this Agreement, this Agreement shall end ninety (90) days after the date the Grant period ends (including any extensions to the original Grant period). 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal. state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2020 Guidelines for Brownfield Assessment Grants. 7.2. Each Parry shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non -compliant with this Agreement, the Cooperative Agreement, the 2020 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any Claim. Page 4 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT 7.6. 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. S. TERMINATION OR CANCELLATION OF AGREEMENT, Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2020 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. if the Municipality terminates this Agreement, the grant funds which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, 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. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law, 11. PERMITS AND LICENSES, Each Patty shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any tern, 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 of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 15. 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. Page 5 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT 16. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in 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 number, any reference to the male, female, or neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. NOTICES. Notices given under this Agreement shall be 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: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: City of Madison Heights ATTN: Barry Hicks, Community & Economic Development Director 300 W Thirteen Mile Rd Madison Heights, MI 48071 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. Page 6 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT Oakland County Signatures EXECUTED: DATE: Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Clerk/Register of Deeds County of Oakland City of Madison Heights Signatures EXECUTED:ti� /1� 1 DATE: Roslyn Grafstein, Mayor City of Madison Heights City Council EXECUTED: C%iZrr� %lb�Iyll�✓1% DATE: Cheryl Rottinatm, City Clerk City of Madison Heights /1 1 WITNESSED: z.&" e /� )� DATE: '0rgl) ) Melissa Marsh, City Manager City of Madison Heights Page 7 2020 OAKLAND COUNTY BROWMTELD CONSORTIUM AGREEMENT Contract Sheet (Contract Name: 2020 Oakland County Brownfield Consortium Agreement Between City of Pontiac The County submitted a 2020 Brownfield Coalition Grant on behalf of a consortium of which I Brief Overview: Pontiac Is a member and will recelve a portion of the funds. !I Tuesdasy, September 15, 2020 Approved by Council: I ISigned qy: ( Signature: I Date: Q2jdE Waterman - Mayor at +-. .;& NawA,; — I Signature: Date: Il,'t,„I�j rIr t k 6)tti, I v 1 Folly Executed Copy of Document Sent to: I Signature Date: I I Y k V•'f I I I Adrienne Ziegler, Purchasing Agent I (SIGNED ORIGINAL Document Sent to: Signature I Date: IGarland Doyle - City Clerk I I I I 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF PONTIAC The 2020 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Pontiac, Pontiac, Miclugan. 47450 Woodward Avenue, a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as 'Party" or jointly as "Parties". PURPOSE OF AGREEMENT. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known, as the "Oakland County Brownfield Consortium") applied for the EPA 2020 Brownfield Coalition Assessment Grant. Because the Consortium is not alegal entity and because only one member of the Consortium could submit the grant application and be the grant recipient, the County submitted the 2020 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfrelds, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to Brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On July 1, 2020 the EPA and the County entered into a Cooperative Agreement, Number BF-OOE02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2020 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2020 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2020 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-OOE02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page i 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 1. DEFINITIONS, The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, toll, contract, or otherwise, and/or whether commenced or threatened. 1.3. Cooperative Agreement means the agreement awarded to the County by the Environmental Protection Agency Number BF-OOE02004 and attached as Exhibit A to this Agreement. 1.4. County means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5, Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Municipality means the City of Pontiac, a Miphigan Municipal Corporation including, but not limited to, its Council, Board, ally and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7, Oaldand Countv Brownfield Consortium or Consortium means the coalition formed by the County and the cities of Farmington Hills, Femdale, Hazel Part(, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2020 Brownfield Coalition Assessment Grant. 1.8. Project Manager means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXIHBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1. Exhibit A — Cooperative Agreement, Number BF-OOE02004, between the County and the EPA Page 2 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 3. COUNTY RESPONSIBILITIES. 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2020 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2020 Guidelines for Brownfield Assessment Grants. 3.5. The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8, The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 4.2. The Municipality shall follow the 2020 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following: (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, Page 3 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL the 2020 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 5.3. Notwithstanding Section 5.2 or anything else herein to the contrary, the County may reallocate, at its sole discretion, the unused grant funds allocated to Municipality to any other member(s) of the Consortium. Furthermore, Municipality may receive grant Rinds in excess of the amount allocated in Section 5.2, at the sole discretion of County, if grant funds are reallocated to Municipality from other members of the Consortium. 6, DURATION OF THE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to-MCL 124.510. 6.2. Unless terminated pursuant to Section 8 of this Agreement, this Agreement shall end ninety (90) days after the date the Grant period ends (including any extensions to the original Grant period). 7, ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2020 Guidelines for Brownfield Assessment Grants. 7.2. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3, In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non -compliant with this Agreement, the Cooperative Agreement, the 2020 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any Claim, Page 4 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT —FINAL 7.6. 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. 8. TERMINATION OR CANCELLATION OF AGREEMENT, Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2020 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion, 9. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, 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. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 11, PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13, DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14, NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver 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 of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 15. 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. Page 5 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 16. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in 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 number, any reference to the male, female, or neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. NOTICES. Notices given under this Agreement shall be 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: (1) the date of actual receipt; (2) the next business day whennoticeis sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan , 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: Anthony Chubb, City Attorney, 47450 Woodward Avenue, Pontiac, Michigan 48432, with a copy sent to City of Pontiac Economic Development Department and Procurement Department at the same address. 17.3, Eitber Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18, GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19, AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement, supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. Page 6 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Clerk/Register of Deeds County of Oakland EXECUTED: " DATE: 1' 12 a12-0 Authorized Signer City of Pontiac Page 7 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF SOUTHFIELD The 2020 Oakland County Brownfield Consortium Agreement ("the Agreement") is entered into between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the City of Southfield, 26000 Evergreen Road, Southfield, Michigan, 48076 a Michigan Municipal Corporation ("Municipality"). In this Agreement the County and the Municipality may also be referred to individually as "Party" or jointly as "Parties". PURPOSE OF AGREEMENT. The County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, and Pontiac formed a coalition to apply for an the Environmental Protect Agency ("EPA") 2009 Brownfield Coalition Assessment Grant. Subsequently, the City of Southfield joined the Consortium, and the Consortium applied for the EPA 2013 Brownfield Coalition Assessment Grant. The consortium now consisting of the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Southfield, and Pontiac (collectively known as the "Oakland County Brownfield Consortium") applied for the EPA 2020 Brownfield Coalition Assessment Grant. Because the Consortium is not a legal entity and because only one member of the 'Consortium could submit the grant application and be the grant recipient, the County submitted the 2020 Brownfield Coalition Assessment Grant on behalf of the members of the Consortium. Brownfield Assessment grants provide funding for developing inventories of brownfields, prioritizing sites, conducting community involvement activities, and conducting site assessments and clean-up planning related to brownfield sites. The County was awarded a six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant to be used by the Consortium. On July 20, 2020 the EPA and the County entered into a Cooperative Agreement, Number BF-OOE02004, with respect to the six hundred thousand dollar ($600,000.00) Brownfield Coalition Assessment Grant. The 2020 Guidelines for Brownfield Assessment Grants require that the Consortium members execute an agreement documenting the site selection process, distribution of funds and the mechanisms for implementing the work to be performed with grant funds. Therefore, pursuant to the 2020 Guidelines for Brownfield Assessment Grant and pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq, the County and the Municipality enter into this Agreement for the purpose of delineating the relationship and responsibilities between the County and the Municipality regarding the 2020 Brownfield Coalition Assessment Grant and EPA Cooperative Agreement Number BF-OOE02004. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: Page 1 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Aereement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification, amendment, or addendum. 1.2. Claim means any and all losses, complaints, demands for relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses arising under or relating to this agreement, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation, litigation expenses, amounts paid in settlement, and/or any other amount for which either Party becomes legally and/or contractually obligated to pay a third party, whether direct, indirect, or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Cooperative Aereement means the agreement awarded to the County by the Environmental Protection Agency Number BF-OOE02004 and attached as Exhibit A to this Agreement, 1.4. Coun means the County of Oakland, a Constitutional and Municipal Corporation including, but not limited to, its Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons successors. 1.5. Day means any calendar day beginning at 12:00 a.m, and ending at 11:59 p.m. 1A Municinality means the City of Souothfield, a Michigan Municipal Corporation including, but not limited to, its Council, Board, any and all of its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons successors. 1.7. Oakland County Brownfield Consortium or Consortium means the coalition formed by the County and the cities of Farmington Hills, Ferndale, Hazel Park, Madison Heights, Pontiac, and Southfield for the purposes of applying for and performance of the 2020 Brownfield Coalition Assessment Grant. 1.8. Proiect Manaeer means the individual designated by the Municipality to participate in the Consortium and to be the contact person for this Agreement. 2. AGREEMENT EXHIBITS. The Exhibits listed below and their properly promulgated amendments are incorporated and are part of this Agreement. 2.1, Exhibit A — Cooperative Agreement, Number BF-OOE02004, between the County and the EPA Page 2 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 3. COUNTY RESPONSIBILITIES. 3.1. The County shall act as the fiscal agent/fiduciary for the Consortium relating only to receipt and disbursement of grant funds for the 2020 Brownfield Coalition Assessment Grant as required by the Cooperative Agreement and this Agreement. 3.2. The County shall be responsible for the management of the Cooperative Agreement. 3.3. The County shall comply with all terms and conditions of the Cooperative Agreement and all applicable statutes and regulations. 3.4. The County shall follow the 2020 Guidelines for Brownfield Assessment Grants. 3.5, The County shall promptly inform all members of the Brownfield Consortium of any changes to the Cooperative Agreement and how these changes may apply to the Municipality. The County and EPA may make changes to the Cooperative Agreement without the approval of the Municipality. 3.6. The County shall provide the Municipality with timely reports regarding the management of the Cooperative Agreement. 3.7. The County shall have quarterly meetings for the Consortium. 3.8. The Project Manager and the County shall determine the brownfield sites for assessment. 3.9. The County shall select and retain the consultant to perform the assessment of the brownfield site(s) chosen by the Project Manager and the County. The selection and retention of the consultant shall include issuing request for proposals or request for qualifications for a consultant and negotiating and executing a contract with the consultant. 4. MUNICIPALITY RESPONSIBILITIES. 4.1. The Municipality shall comply with all applicable terms and conditions of the Cooperative Agreement and all applicable statutes and regulations, 4.2. The Municipality shall follow the 2020 Guidelines for Brownfield Assessment Grants. 4.3. The Municipality shall designate an individual and an alternate to act as a Project Manager. This individual shall act as a liaison between the County and Municipality regarding this Agreement and shall be responsible for the following; (1) meeting with the County to determine brownfield sites to be assessed and (2) acting as a liaison with local or community organizations involved with the application of the Brownfield Coalition Assessment Grant. The names of these individuals shall be conveyed to the individuals listed in Section 17.1. 5. FINANCIAL RESPONSIBILITIES. 5.1. Any funds awarded to the County under the Cooperative Agreement shall be allocated and expended only as provided for and permitted by this Agreement, the Cooperative Agreement, Page 3 2020 OAI{LAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL the 2020 Guidelines for Brownfield Assessment Grants, and any applicable statutes or regulations. 5.2. The Municipality shall be allocated sixty thousand dollars ($60,000.00) to be used to assess brownfield sites in its geographic area. 5.3. Notwithstanding Section 5.2 or anything else herein to the contrary, the County may reallocate, at its sole discretion, the unused grant funds allocated to Municipality to any other member(s) of the Consortium. Furthermore, Municipality may receive grant funds in excess of the amount allocated in Section 5.2, at the sole discretion of County, if grant funds are reallocated to Municipality from other members of the Consortium. 6. DURATION OF TILE AGREEMENT. 6.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party and when the Agreement is filed according to MCL 124.510. 6.2. Unless terminated pursuant to Section 8 of this Agreement, this Agreement shall end ninety (90) days after the date the Grant period ends (including any extensions to the original Grant period). 7. ASSURANCES/LIABILITY. 7.1. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, laws, and requirements applicable to its activities performed under this Agreement, including but not limited to the Cooperative Agreement and the 2020 Guidelines for Brownfield Assessment Grants. 7.2. Each Parry shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees or agents, arising under or related to this Agreement. 7.3. In any Claims that may arise under or relate to this agreement, each Party shall seek its own legal, representation and bear the costs associated with such representation, including any attorney fees. 7.4. A Party who is non -compliant with this Agreement, the Cooperative Agreement, the 2020 Guidelines for Brownfield Assessment Grants or any applicable federal, state, and local ordinances, regulations, administrative rules or laws assumes sole risk and liability for its non-compliance including but not limited to liability for any penalties imposed by the EPA or other governmental entity or any other fines, fees or costs associated with its non- compliance. 7.5. Except as otherwise provided in this Agreement, neither Party shall have any right under any legal principle to be indemnified by the other Party or any of its employees or agents in connection with any Claim. Page 4 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 7.6. 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. 8. TERMINATION OR CANCELLATION OF AGREEMENT. Either Party may terminate and/or cancel this Agreement upon thirty (30) Days notice to the other Party. The effective date of termination and/or cancellation shall be clearly stated in the notice if this Agreement is terminated and/or cancelled. Termination of this Agreement does not release any Party from any obligations that Party has pursuant to the 2020 Guidelines for Brownfield Assessment Grants, the Cooperative Agreement or as provided by law. If the Municipality terminates this Agreement, the grant funds which were allocated to the Municipality, but not yet used shall be reallocated to other members of the Consortium at the County's discretion. 9. NO THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, 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. 10. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 11. PERMITS AND LICENSES. Each Party shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, and governmental authorizations necessary to carry out its obligations and duties pursuant to this Agreement. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to waive, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14, NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any tern, 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 of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 15. 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. Page 5 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL 16. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in 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 number, any reference to the male, female, or neutral genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. IT NOTICES. Notices given under this Agreement shall be 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: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 17.1. If Notice is sent to the County, it shall be addressed and sent to: Oakland County Board of Commissioners Chairperson, 1200 North Telegraph, Pontiac, Michigan 48341, with a copy to Oakland County Economic Development and Community Affairs, Attention: Environmental Program Coordinator, 2100 Pontiac Lake Road, Waterford, Michigan, 48328. 17.2. If Notice is sent to the Municipality, it shall be addressed to: Rochelle Freeman, Business & Economic Development, City of Southfield, 26000 Evergreen Road, Southfield MI 48076 17.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 18. GOVERNING LAW. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. 20. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Parties. This Agreement supersedes all other oral or written agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: Chairperson Oakland County Board of Commissioners Page 6 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT — FINAL WITNESSED: Clerk/Register of Deeds County f Oakland EXECUTED:? Kenson Siver, Mayo Y City of Southfield i EXECUTED: She i�ai L. HawkiHs, City Clerk City ooJ�-f Southfield 4 I WITNESSED: 114' - kvak- 1 / Page 7 DATE: DATE: `r 2 ` ? O dU DATE: �7h DATE: 71,)7/�U�U 2020 OAKLAND COUNTY BROWNFIELD CONSORTIUM AGREEMENT - FINAL Resolution #20524 November 19, 2020 Moved by Long seconded by Luebs the resolutions on the Consent Agenda be adopted. AYES: Gingell, Hoffman, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack, Gershenson. (21) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted. oa44� I HEREBY APPROVE THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANTTO 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 November 19, 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 19th day of November, 2020. � Lisa Brown, Oakland County