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HomeMy WebLinkAboutResolutions - 2020.12.07 - 33991MISCELLANEOUS RESOLUTION #20663 December 7, 2020 BY Commissioner David T. Woodward, Chairman, Pandemic Kesponse & Economic Recovery Committee IN RE: BOARD OF COMMISSIONERS — CONSOLIDATION OF CORONAVIRUS RELIEF FUNDS OVERSIGHT AND COMMITTEES, AUTHORIZATION TO DISBURSE AND RE -ALLOCATE GRANT PROGRAM FUNDS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the County of Oakland has been allocated from the U.S. Department of Treasury $219,438,710 under the Coronavirus Aid, Relief, and Economic Security Act (CARES) Coronavirus Relief Fund (CRF) grant program as a prime recipient, MR#20122, to cover necessary expenditures incurred due to the public health emergency related to the COVID-19 pandemic; and WHEREAS the County of Oakland has been the subrecipient of $24,705,466 from the State of Michigan Department of Treasury under the Coronavirus Aid, Relief, and Economic Security Act's Coronavirus Relief Fund grant program due to the public health emergency related to the COVID-19 pandemic; and WHEREAS program funds may only be used to cover costs that are necessary expenditures incurred due to the public health emergency; were not accounted for in a budget approved as of March 27, 2020; are not government revenue replacements; and are disbursed by December 30, 2020; and WHEREAS despite bipartisan calls for action, Congress has not adopted legislation extending the deadline or adding greater flexibility for the use of allocated CRF program funds; and WHEREAS the Board of Commissioners has adopted resolutions appropriating Oakland County's CRF grant to programs administered by lead departments and/or Oversight Committees/Groups, consisting of County Commissioners and designees of the County Executive; and WHEREAS the eight (8) Oversight Committees/Groups established by the Board have been delegated responsibility for the management of appropriated funds within the purposes and objectives in the authorizing resolutions. Oversight Committees and Groups have been established for the following grant categories: Community Response and Recovery, Small Business Recovery, Veterans Relief, Covid-19 Plan & County Reimbursements, Local Government Partnership Grant, School Support Grant, Emergency Financial Assistance and Cultural Institutions COVID-19 Support; and WHEREAS a process for the expedited review, approval of disbursements, and the re -allocation of funding among the purposes previously authorized by the Board is necessary to ensure maximum utilization of Oakland County's Coronavirus Relief Funds grant prior to the December 30, 2020, deadline for disbursements; and WHEREAS the consolidation of the eight (8) established Oversight Committees/Groups to a single Oversight Committee will streamline administration, review and disbursement of County CRF program funds for eligible expenses prior to the deadline; and WHEREAS delegation of authority to the County Executive or their designee(s) to authorize the limited disbursement of program funds will further streamline this process and facilitate maximum utilization of CRF program funds prior to the deadline; and WHEREAS an expedited review and approval process for the disbursement of Oakland County's CRF program funding is necessary to ensure maximum usage of funds within the constraints of the impending December 30, 2020 deadline NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby consolidates the Oakland Together Community Response and Recovery Fund Oversight Group, the Oakland Together Small Business Recovery Grant Program Oversight Committee, the Oakland County COVID-19 Veterans Relief Program Oversight Committee, the Oakland Together County COVID-19 Response Plan and Reimbursement Oversight Committee, the Oakland Together Local Government Partnership Program Oversight Committee, the Oakland Together School COVID-19 Support Fund Oversight Committee, the Oakland Together Emergency Financial Assistance and Working Family Support Program Oversight Committee, and the Oakland County Cultural Institution Oversight Group into a single committee, the Oakland Together Coronavirus Relief Funds Coordinating Committee. BE IT FURTHER RESOLVED that the Oakland Together Coronavirus Relief Funds Coordinating Committee shall be comprised of the following representatives: (2) Two Oakland County Commissioners from the majority party, and alternates, (1) Two Oakland County Commissioners from the minority party, and alternates, (2) Two Representatives appointed by the Oakland County Executive. BE IT FURTHER RESOLVED that the Oakland Together Coronavirus Relief Funds Coordinating Committee is authorized to approve disbursements and reallocate funding among programs and uses consistent with the goals and objectives of the eight (8) Oversight Committees/Groups, the Oakland Together Restaurant Rescue program or Board resolutions appropriating funds from the County's CARES Act Coronavirus Relief Funds grant or other eligible expenses under the program. BE IT FURTHER RESOLVED that the Oakland Together Coronavirus Relief Funds Coordinating Committee is authorized to enter into professional services contracts in the furtherance of their duties, subject to review by the Purchasing Division and Corporation Counsel. BE IT FURTHER RESOLVED that the Oakland Together Coronavirus Relief Funds Coordinating Committee is authorized to approve contractual agreements as required to facilitate the distribution of CRF program funds to sub -recipients. BE IT FURTHER RESOLVED that the Oakland Together Coronavirus Relief Funds Coordinating Committee is authorized to recommend approval of interlocal agreements for the Oakland Together Local Government Partnership programs (includes the City/Village/Township program, Senior Center and Library program, Road Commission for Oakland County program), the Oakland Together School COVID- 19 Support Fund program and the Oakland County School Drinking Water Station program to the Chairman of the Board. The Board of Commissioners approves the attached standard interlocal agreements for the programs (Attachment A, Attachment B, Attachment C, Attachment D and Attachment E) and authorizes the Chairperson of the Board to execute agreements upon recommendation by the Coordinating Committee and review by Corporation Counsel. BE IT FURTHER RESOLVED for transactions equaling not more than $250,000, the County Executive, or their designee, is granted authority to administratively approve disbursements and the re -allocation of Coronavirus Relief Funds grant to alternative programs or uses. BE IT FURTHER RESOLVED the County Executive, or their designee shall report back to the Board within the first 60 days after the December 30, 2020, deadline on the approved disbursements of re -allocated Coronavirus Relief Funds. This report shall identify the initial and alternative programs impacted by the re- allocation of CRF funds. BE IT FURTHER RESOLVED that the provisions of this resolution shall be repealed immediately upon the extension of the deadline for the disbursement of CARES Act Coronavirus Relief Funds Chairperson, on behalf of the Pandemic Response and Econ mf Recovery Com i ee, I m the adoption of the foregoing resolution Commissioner David T. Woodward, District #19 Chairman, Pandemic Response & Economic Recovery Committee PANDEMIC RESPONSE AND ECONOMIC RECOVERY COMMITTEE VOTE: Motion carried on a roll call vote with Miller and Weipert absent. "Attachment A" AGREEMENT FOR CARES ACT DISTRIBUTION BETWEEN OAKLAND COUNTYAND [Insert Public Body] This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the [Insert Public Body] ("Public Body") [Insert Public Body Address]. County and Public Body may be referred to individually as a "Party" and jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of County distributing a portion of its CARES Act funds to Public Body. County has allocated a portion of its CARES Act funds to be distributed to CVTs within Oakland County, which will be used to assist CVTs in meeting certain areas of need caused by the COVID-19 pandemic. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whetherpublic or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. Page 1 of 8 OAKLAND TOGETHER CARES ACT CVTFUND-INTERLOCAL AGREEMENT 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. 1.5. Day means any calendar day beginning at 12:00 a.m, and ending at 11:59 p.m. 1.6. Public Bodv means the [Insert Public Body] including, but not limited to, its council, its Board, 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. Public BodvEmplovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who use or have access to the Oakland Together CVT funds provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. "Public Body Employee" does not include an individual resident of Public Body who receives an authorized distribution of Oakland Together CVT funds. 1.8. CARES Act funds means the money distributed to the County by the United States Department of Treasury pursuant to section 601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act. 1.9. CVTs means Cities, Villages, and Townships. 1.10, Oakland Together CVT funds means that portion of the CARES Act funds which the County has allocated to CVTs within Oakland County. 1.11. Expenditure Submission Form means the form which Public Body must complete and submit to the Office of the County Executive (OCE) prior to any disbursement of Oakland Together CVT funds to Public Body. 1.12. OCE means the Office of the Oakland County Executive, which includes the Chief Deputy and other Deputy County Executives. 1.13. Oversight Committee means the committee established by the Oakland County Board of Commissioners in the resolution allocating the Oakland Together CVT funds. 2. COUNTY RESPONSIBILITIES. 2.1. OCE will review Public Body's Expenditure Submission Form(s) to determine whether Public Body is eligible to receive a distribution of Oakland Together CVT funds. This determination will be in the OCE's discretion pursuant to the "Coronavirus Relif Fund Guidance for State, Territorial, Local and Tribal Government" or other guidenace issued by the Federal Government. OCE may request any supporting documentation it deems necessary to fully evaluate Public Body's eligibility. Page 2 of 8 OAKLAND TOGETHER CARES ACT CVT FUND - INTERLOCAL AGREEMENT 2.2. If OCE determines that Public Body is eligible to receive a distribution, County will distribute the eligible amount to Public Body. 2.3. County is not obligated or required to distribute any Oakland Together CVT funds to Public Body if OCE determines that Public Body is not eligible to receive the funds, or if the amount of Oakland Together CVT funds available are not sufficient to fulfill Public Body's Expenditure Submission Form. 2.4. After November 30, 2020, County will not accept any further Expenditure Submission Forms from Public Body, and County will retain the balance of any Oakland Together CVT funds for which Public Body was originally eligible, but which are not covered by an approved Expenditure Submission Form. 2.5. If County retains the balance of Oakland Together CVT funds not covered by an approved Expenditure Submission Form under Section 2.4, County may redistribute any or all of that amount to other eligible CVTs or as otherwise deemed appropriate by OCE. 2.6. OCE will work in collaboration with the Oversight Committee in determining Public Body's eligibility for Oakland Together CVT funds, and the amount of said funds to be distributed to Public Body. 3, PUBLIC BODY RESPONSIBILITIES. 3.1. Public Body may be eligible to receive a portion of Oakland Together CVT funds. Public Body shall complete and submit an Expenditure Submission Form to OCE and receive OCE approval prior to the receipt of any Oakland Together CVT funds. 3.2. In its first Expenditure Submission Form, Public Body shall only apply for Oakland Together CVT funds to pay for expenditures or programs already made by Public Body, or for funds to pay Public Body's required 25% "cost share" or "local match" required to obtain a FEMA grant. 3.3. Public Body shall follow all guidance established by the United States Treasury Department, and the County, when expending Oakland Together CVT funds, including, but not limited to, Section 601(d) of the Social Security Act and the "Coronavirus Relief Fund Guidance for State, Territorial, Local and Tribal Governments."' 3.4. Public Body shall not submit an Expenditure Submission Form for any expense which is eligible to be covered by a FEMA (Federal Emergency Management Agency) Public Assistance Reimbursement, Public Body may use Oakland Together CVT funds to pay the required 25% "cost share" or "local match" required to obtain a FEMA grant. 3.5. Public Body shall only expend Oakland Together CVT funds to pay for expenses incurred due to the COVID-19 public health emergency, and which expenses were not accounted for in Public Body's most recently approved budget as of March 27, 2020. 3.6. Public Body shall only expend Oakland Together CVT funds for expenses incurred during the period that begins on March 1, 2020 and ends on December 30, 2020. !-This documentis availableathttns://home.treasurv.aov/system/files/136/Coronavitus-Relief-Fund-Giiidance-for- StateTerritoriat-Local-and-Tribal-Governments.n_ df_ Page 3 of 8 OAKLAND TOGETHER CARES ACT CVT FUND-INTERLOCAL AGREEMENT 3.7. Public Body shall not use Oakland Together CVT funds as revenue replacement. 3.8. Public body shall not redistribute Oakland Together CVT funds, except Public Body shall be allowed to provide direct assistance to individual residents of Public Body, and pay vendors and service providers, as permitted by the CARES Act. 3.9. Public Body shall not expend Oakland Together CVT funds in any manner that Public Body did not include in a submitted and approved Expenditure Submission Form. 310. If Public Body receives an amount of funding from the federal or state government to cover expenses for which Public Body received Oakland Together CVT funds, Public Body shall return that amount of Oakland Together CVT funds to County. 3.11, Public Body shall keep records of all expenditures of Oakland Together CVT funds sufficient to demonstrate that said expenditures were in accordance with the guidance documents included in Section 3.3 for a period of 10 (ten) years, at a minimum. 3.12. Public Body shall produce said records of expenditures upon request by County or OCE, or as required by any future audit of the CARES Act program. 3.13. Public Body shall submit records to OCE within 30 (thirty) days after expenditure of Oakland Together CVT funds with a detailed description of how the funds were expended and how the expenditure of funds complied with the CARES Act guidance unless Public Body has already submitted said records with its Expenditure Submission Form. 3.14. In the event it is determined by OCE, or any other audit under the CARES Act program, that Public Body expended an amount of Oakland Together CVT funds in violation of the CARES Act requirements or this Agreement, Public Body shall be required to return that amount of money to County. 3.15. In any case where Public Body is required to return an amount of money to County under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 3,16, Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due to County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. Page 4 of 8 OAKLAND TOGETHER CARES ACT CVT FUND -INTERLOCAL AGREEMENT 3.17. Public Body shall respond to and be responsible for Freedom of Information Act requests relating to Public Body's records, data, or other information. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party. The approval and terms of this Agreement shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. This Agreement shall remain in effect until January 31, 2021, or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. Public Body shall comply with the record keeping, reporting, audit response, and fund return requirements of Section 3 after the termination of this Agreement if necessary. 5. ASSURANCES. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. Except as provided for in Section 3.16, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 5.3. No Indemnification. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or wider any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.4. Costs. Fines, and Fees for Noncomuliance. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse of the Oakland Together CVT funds and/or for noncompliance with this Agreement by Pubic Body Employees. 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Comuletion of Agreement. 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. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 6. TERMINATION OR CANCELLATION OF AGREEMENT. 6.1. County may terminate or cancel this Agreement at any time if it determines that Public Body has expended Oakland Together CVT funds in violation of CARES Act requirements or this Page 5 of 8 OAKLAND TOGETHER CARES ACT CVTFUND - INTERLOCAL AGREEMENT Agreement. Either OCE or the Board of Commissioners is authorized to terminate this Agreement under this provision. If County terminates or cancels this Agreement, Public Body shall be liable to repay County the amount of money expended in violation of CARES Act requirements or this Agreement. County may utilize the provisions in Sections 3.15 — 3.16 to recoup the amount of money owed to County by Public Body. 6.2. Public Body may terminate or cancel this Agreement at any time if it determines that it does not wish to receive any Oakland Together CVT funds. If Public Body terminates or cancels this Agreement, it shall immediately return to County any and all Oakland Together CVT funds it has already received. 6.3. If either Party terminates or cancels this agreement they shall provide written notice to the other Party in the manner described in Section 13. 7. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 8. 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. 9. 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. 10. 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. 11. PRECEDENCE OF DOCUMENTS. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions. 12. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 13. 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. Page 6 of 8 OAKLAND TOGETHER CARES ACT CVTFUND -INTERLOCAL AGREEMENT 13.1. If Notice is sent to County, it shall be addressed and sent to: Oakland County Executive, 2100 Pontiac Lake Rd., Waterford, MI, 48328, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, MI, 48341. 13.2. If Notice is sent to Public Body, it shall be addressed to: [insert Public Body Address]. 14. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 15. SURVIVAL OF TERMS. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 4 Assurances (Section 5); No Third -Party Beneficiaries (Section 8); No Implied Waiver (Section 9); Severability (Section 10); Precedence of Documents (Section 11); Governing Law/Consent tofurisidiction and Venue (Section 14); Survival of Terms (Section 15); Entire Agreement (Section 16), and the record keeping, reporting, audit compliance, and fund return provisions of Section 3. 16. ENTIRE AGREEMENT. 16.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Oakland Together CVT funds With regard to the Oakland Together CVT funds, this Agreement supersedes all other oral or written agreements between the Parties. 16.2. 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, [insert name and title of public body official] hereby acknowledges that he/she has been authorized by a resolution of the [insert public body], a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: DATE: [insert name of official, title, and name of public body] WITNESSED: [insert name, title] Page 7 of 8 DATE: OAKLAND TOGETHER CARES ACT CVT FUND -INTERLOCAL AGREEMENT IN WITNESS WHEREOF, David Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: WITNESSED: David Woodward, Chairperson Oakland County Board of Commissioners Oakland County Board of Commissioners County of Oakland off -Mum. DATE: DATE: OAKLAND TOGETHER CARES ACT CVT FUND-INTERLOCAL AGREEMENT "Attachment B" AGREEMENT FOR CARES ACT DISTRIBUTION BETWEEN OAKLAND COUNTY AND [Insert Public Body] This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the [Insert Public Body] ("Public Body") [Insert Public Body Address]. County and Public Body may be referred to individually as a "Party" and jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of County distributing a portion of its CARES Act funds to Public Body. County has allocated a portion of its CARES Act funds to be distributed to public bodies, including libraries, community centers, and senior centers within Oakland County, which will be used to assist those public bodies in meeting certain areas of need caused by the COVID-19pandemic. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Confidential Information means all information and data that County is required or permitted by law to keep confidential, including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. Page 1 of 7 OAKLAND TOGETHER CARES ACT LCSC FUND -INTERLOCAL AGREEMENT 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Bodv means the [Insert Public Body] including, but not limited to, its council, its Board, 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. Public Bodv Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who use or have access to the Oakland Together LCSC funds provided underthis Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. CARES Act funds means the money distributed to the County by the United States Department of Treasury pursuant to section 601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act. 1.9. LCSC(s) means public libraries, public community centers, and public senior centers. 1.10. Oakland Together LCSC funds means that portion of the CARES Act funds which the County has allocated to LCSCs within Oakland County. 1,11. Expenditure Submission Form, is a form which Public Bodymust complete and submit to the Office of the County Executive (OCE) prior to any disbursement of Oakland Together LCSC funds to Public Body for expenses already incurred by Public Body. 1.12. OCE means the Office of the Oakland County Executive, which includes the Chief Deputy and other Deputy County Executives. 1.13. Oversieht Committee means the committee established by the Oakland County Board of Commissioners in the resolution allocating the Oakland Together LCSC funds. 1.14. Purchase Order is a form which Public Body must complete and submit to OCE if it is seeking funds for an expense that Public Body intends to incur during the period prior to December 31, 2020, but after the date on which it submits the Purchase Order to OCE. 2. COUNTY RESPONSIBILITIES. 2.1. OCE will review Public Body's Expenditure Submission Forms and/or Purchase Orders to determine whether Public Body is eligible to receive a distribution of Oakland Together LCSC funds. This determination will be in the OCE's discretion pursuant to the Page 2 of 7 OAKLAND TOGETHER CARES ACT LCSC FUND -INTERLOCAL AGREEMENT "Coronavirus Relif Fund Guidance for State, Territorial, Local and Tribal Government" or other guidenace issued by the Federal Government. OCE may request any supporting documentation it deems necessary to fully evaluate Public Body's eligibility. 2.2. If OCE determines that Public Body is eligible to receive a distribution, County will distribute the eligible amount to Public Body. 2.3. County is not obligated or required to distribute any Oakland Together LCSC funds to Public Body if OCE determines that Public Body is not eligible to receive the funds, or if the amount of Oakland Together LCSC funds available are not sufficient to fulfill Public Body's Expenditure Submission Forms or Purchase Orders. 2.4. AfterNovember 30, 2020, County will not accept any further Expenditure Submission Forms or Purchase Orders from Public Body, and County will retain the balance of any Oakland Together LCSC funds which are not covered by an approved Expenditure Submission Form or Purchase Order. 2.5. If County retains the balance of Oakland Together LCSC funds not covered by an approved Expenditure Submission Form or Purchase Order under Section 2.4, County may redistribute any or all of that amount to other eligible public bodies or as otherwise deemed appropriate by OCE. 2.6. OCE will work in collaboration with the Oversight Committee in determining Public Body's eligibility for Oakland Together LCSC funds, and the amount of said funds to be distributed to Public Body. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Public Body maybe eligible to receive a portion of Oakland Together LCSC funds. Public Body shall complete and submit an Expenditure Submission Forni or Purchase Order to OCE and receive OCE approval prior to the receipt of any Oakland Together LCSC funds. 3.2. In an Expenditure Submission Form, Public Body shall only apply for Oakland Together LCSC funds to pay for expenditures or programs already made by Public Body. 3.3. In a Purchase Order, Public Body shall only apply for Oakland Together LCSC funds to pay for expenditures that it intends to incur during the period between when the Purchase Order is submitted and December 31, 2020. 3.4. Public Body shall follow all guidance established by the United States Treasury Department, and the County, when expending Oakland Together LCSC funds, including, but not limited to, Section 601(d) of the Social Security Act and the "Coronavirus Relief Fund Guidance for State, Territorial, Local and Tribal Governments."1 3.5. Public Body shall only expend Oakland Together LCSC funds to pay for expenses incurred due to the COVID-19 public health emergency, and which expenses were not accounted for in Public Body's most recently approved budget as of March 27, 2020. 3.6. Public Body shall only expend Oakland Together LCSC funds for expenses incurred during the period that begins on March 1, 2020 and ends on December 31, 2020. i This documentis avaIlableathttr)s://home.treasurv.gov/system/files/136/Coronavims-Relief-Fund-Guidance-for-, Sta teTerritorial-Loca 1-and-Triba 1-Govemments.rodf. Page 3 of 7 OAKLAND TOGETHER CARES ACT LCSC FUND -INTERLOCAL AGREEMENT 3.7. Public Body shall not use Oakland Together LCSC funds as revenue replacement. 3.8. Public body shall not redistribute Oakland Together LCSC funds, except Public Body shall be allowed to pay vendors and service providers, as permitted by the CARES Act. 3.9. Public Body shall not expend Oakland Together LCSC funds in any manner that Public Body did not include in a submitted and approved Expenditure Submission Form or Purchase Order. 3.10. In Public Body receives Oakland Together LCSC funds as the result of an approved purchase order, LCSC must provide a final paid invoice or receipt forthe expenditure prior to December 31.2020. 3.11. If Public Body receives an amount of funding from the federal or state government to cover expenses for which Public Body received Oakland Together LCSC funds, Public Body shall return that amount of Oakland Together LCSC funds to County. 3.12. Public Body shall keep records of all expenditures of Oakland Together LCSC funds sufficient to demonstrate that said expenditures were in accordance with the guidance documents included in Section 2.1 for a period of 10 (ten) years, at a minimum. 3.13. Public Body shall produce said records of expenditures upon request by County or OCE, or as required by any future audit of the CARES Act program. 3.14. Public Body shall submit records to OCE within 30 (thirty) days after expenditure of Oakland Together LCSC funds with a detailed description of how the funds were expended and how the expenditure of funds complied with the CARES Act guidance unless Public Body has already submitted said records with its Expenditure Submission Form or Purchase Order. 3.15. In the event it is determined by OCE, or any other audit under the CARES Act program, that Public Body expended an amount of Oakland Together LCSC funds in violation of the CARES Act requirements or this Agreement, Public Body shall be required to return that amount of money to County. 3.16. In any case where Public Body is required to return an amount of money to County under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 3.17. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due to County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Page 4 of 7 OAKLAND TOGETHER CARES ACT LCSC FUND -INTERLOCAL AGREEMENT Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 3.18. Public Body shall respond to and be responsible for Freedom of Information Act requests relating to Public Body's records, data, or other information. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party. The approval and terms of this Agreement shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. This Agreement shall remain in effect until January 31, 2021, or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. Public Body shall comply with the record keeping, reporting, audit response, and fund return requirements of Section 3 after the termination of this Agreement if necessary. 5. ASSURANCES. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. Except as provided for in Section 3.17, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 5.3. No Indemnification. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.4. Costs, Fines, and Fees for Noncompliance. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse of the Oakland Together LCSC funds and/or for noncompliance with this Agreement by Pubic Body Employees. 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. 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. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. TERMINATION OR CANCELLATION OF AGREEMENT, Page 5 of 7 OAKLAND TOGETHER CARES ACT LCSC FUND -INTERLOCAL AGREEMENT 6.1. County may terminate or cancel this Agreement at any time if it determines that Public Body has expended Oakland Together LCSC funds in violation of CARES Act requirements or this Agreement. Either OCE or the Board of Commissioners is authorized to terminate this Agreement under this provision. If County terminates or cancels this Agreement, Public Body shall be liable to repay County the amount of money expended in violation of CARES Act requirements or this Agreement. County may utilize the provisions in Sections 3.16 — 3.17 to recoup the amount of money owed to County by Public Body. 6.2. Public Body may terminate or cancel this Agreement at any time if it determines that it does not wish to receive any Oakland Together LCSC funds. If Public Body terminates or cancels this Agreement, it shall immediately return to County any and all Oakland Together LCSC funds it has already received. 6.3. If either Party terminates or cancels this agreement they shall provide written notice to the other Party in the manner described in Section 13. 7. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 8. 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. 9. 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. 10. 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. 11. PRECEDENCE OF DOCUMENTS. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions. 12. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 13. 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: (i) the date of actual receipt; (ii) the next business day when notice is sent Page 6 of 7 OAKLAND TOGETHER CARES ACT LCSC FUND-INTERLOCAL AGREEMENT express delivery service or personal delivery; or (ui) three days after mailing first class or certified U.S. mail. 13.1. If Notice is sent to County, it shall be addressed and sent to: Oakland County Executive, 2100 Pontiac Lake Rd., Waterford, MI, 48328, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, MI, 48341. 13.2. If Notice is sent to Public Body, it shall be addressed to: [insert Public Body Address]. 14. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 15. SURVIVAL OF TERMS. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 5); No Third -Party Beneficiaries (Section 8); No Implied Waiver (Section 9); Severability (Section 10); Precedence of Documents (Section 11); Governing Law/Consent to Jurisidiction and Venue (Section 14); Survival of Terms (Section 15); Entire Agreement (Section 16), and the record keeping, reporting, audit compliance, and fund return provisions of Section 3. 16. ENTIRE AGREEMENT. 161. This Agreement represents the entire agreement and understanding between the Parties regarding the Oakland Together LCSC funds With regard to the Oakland Together LCSC funds, this Agreement supersedes all other oral or written agreements between the Parties. 16.2. 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, [insert name and title of public body official] hereby acknowledges that he/she has been authorized by a resolution of the [insert public body], a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: DATE: [insert name of official, title, and name of public body] WITNESSED: DATE: Page 7 of 7 OAKLAND TOGETHER CARES ACT LCSC FUND - INTERLOCAL AGREEMENT [insert name, title] IN WITNESS WHEREOF, David Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: WITNESSED: David Woodward, Chairperson Oakland County Board of Commissioners Oakland County Board of Commissioners County of Oakland DATE: DATE: Page 8 of 7 OAKLAND TOGETHER CARES ACT LCSC FUND-LNTERLOCAL AGREEMENT "Attachment C" AGREEMENT FOR CARES ACT DISTRIBUTION BETWEEN OAKLAND COUNTY AND THE ROAD COMMISSION FOR OAKLAND COUNTY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Road Commission for Oakland County ("Public Body"), 31001 Lahser Road, Beverly Hills, Michigan 48025. County and Public Body may be referred to individually as a "Party" and jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 el seq., for the purpose of County distributing a portion of its CARES Act funds to Public Body to assist Public Body in meeting certain areas of need caused by the COVID-19 pandemic. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: I.I. ALFreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Confidential Information, means all information and data that County is required or permitted by law to keep confidential, including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to violations of the Michigan Anti -terrorism Act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 7 OAKLAND TOGETHER CARES ACT INTERLOCAL AGREEMENT - RCOC 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Bodv means the Road Commission for Oakland County including, but not limited to, its Board, its departments, its divisions, elected and appointed officials, directors, board members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. 1.7. Public Bodv EmDlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who use or have access to the Oakland Together CVT funds provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. CARES Act funds means the money distributed to the County by the United States Department of Treasury pursuant to section 601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act. 1.9. Oakland Together CVT funds means that portion of the CARES Act funds which the County has allocated to local governments within Oakland County, including Public Body. 1.10. Exnenditure Submission Form means the form which Public Body must complete and submit to the Office of the County Executive (OCE) prior to any disbursement of Oakland Together CVT funds to Public Body. 1.11. OCE means the Office of the Oakland County Executive, which includes the Chief Deputy and other Deputy County Executives. 1.12. Oversight Committee means the committee established by the Oakland County Board of Commissioners in the resolution allocating the Oakland Together CVT funds. 2. COUNTY RESPONSIBILITIES. 2.1. OCE will review Public Body's Expenditure Submission Form(s) to determine whether Public Body is eligible to receive a distribution of Oakland Together CVT funds. This determination will be in the OCE's discretion pursuant to the "Coronavirus Relif Fund Guidance for State, Territorial, Local and Tribal Government" or other guidenace issued by the Federal Government. OCE may request any supporting documentation it deems necessary to fully evaluate Public Body's eligibility. 2.2. If OCE determines that Public Body is eligible to receive a distribution, County will distribute the eligible amount to Public Body. 2.3. County is not obligated or required to distribute any Oakland Together CVT funds to Public Body if OCE determines that Public Body is not eligible to receive the funds, or if the amount of Oakland Together CVT funds available are not sufficient to fulfill Public Body's Expenditure Submission Form. If the amount of Oakland Together CVT funds available is less than the amount requested by Public Body in its Expenditure Submission Form, Public Body will receive the lesser amount. 2.4. After November 30, 2020, County will not accept any further Expenditure Submission Forms from Public Body. Page 2 of 7 OAKLAND TOGETHER CARES ACT INTERLOCAL AGREEMENT - RCOC 2.5. OC'E will wort: in collaboration with the Oversight Committee in determining Public Body's eligibility For Oakland 'Cogether U%q' funds, and the amount of said funds to be distributed to Public Bode. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Public Bode may be eligible to receive a portion of Oakland Together CVT Burls. Public Body shall complete and submit an Expenditure Submission Form to OCT and receive OCE approval prior to the receipt of any Oakland "Together CV F funds. 3.2. Public Body shall Follow all guidance established by the I Wed States Treasury Department. and the County, when expending Oaklancl Together CVT funds, including, but not limited to, Section 601(d) of the Social Security Act and the -'Coronavirus Relief Fund Guiclance For State. Territorial. Local and Tribal Governments.", 3.3. Public Body shall only expend Oakland Together CVT funds to pay for expenses incurred due to the C'OVID-19 public health emergency. and which expenses were not accounted for in Public Body's most recently approved budget as of March 27, 2030. 3.4. Public Body shall only expend Cmkhnd Together MIT funds for expenses incurred during the period that begins on March 1, 2020 mW ends on December 30. 2020. 3.5. Public Body shall not use Oakland Together CVl' funds as revenue replacement. 3.6. Public body shall not redistribute Oakland Together CVT funcls. except Public Body shall be allowed to pay vendors and service providers, as permitted by the CARES Act. 3.7. Public Body shall not expend Oakland Together C'VT finds in any manner that Public Bode Ad not include in a submitted and approved lispcnditure Submission Form. 3.8. If Public Bodyreceives an amount of funding from the ledend or state government to cover expenses for which Public Body' received CUM Ugether CVT Funds. Public Body shall return that amount of Oakland Together CVT funds to COnnt1'. 3.9. Public Body shall keep records of all expenditures of Oakland Together CVT funds sufficient to demonstrate that said expenditures were in accordance with the "uidance (locuments included in Section 3.2 For a period of 10 (ten) years, at a mininuun. 3.10. Public Body shall produce said records of expenditures upon request by County or OC'E. or as required by any future audit of the CARES Act program. 3.11. Public Body shall submit records to OCT within 30 (thirty) days alter expenditure of Oakland Together CVT funds with a detailed description of how the funds were expended and how the expenditure of funds complied with the CARES Act guidance unless Public Body has already submitted said records with its Expenditure SUbn11SSi0u form. 3.12. In the event it is determined by OWE. or any other audit under the CARES Act program. that Public Body expended an amount oFOakland Together CV'F funds in violation of the CARES Act requirements or this Agreement. Public Body shill he required to return that amount of none`' to County. This document is available at htgis //hono,hepsur uv/syslem; liles�l ;6'Coronavirus-Relief-Fund-Grid:mce-for-State- 'rerritorial-Local-and-Tribal-GovcrnmonLs.hdl Forge 3 of 7 OAKLAND TOGETHER CARES ACT INTP.RLOC'AL AGREEMENT - RCOC 3.13. In any case where Public Body is required to return an amount of money to County under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 3.14. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due to County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, if County is successful in its court action, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 3.15. Public Body shall respond to and be responsible for Freedom of Information Act requests relating to Public Body's records, data, or other information. County shall respond to and be responsible for Freedom of Information Act requests relating to County's records, data, or other information. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party. The approval and terms of this Agreement shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. This Agreement shall remain in effect until January 31, 2021, or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. Public Body shall comply with the record keeping, reporting, audit response, and fund return requirements of Section 3 after the termination of this Agreement if necessary. S. ASSURANCES. 5.1. Resnonsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. Except as provided for in Section 3.14, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. Page 4 of 7 OAKLAND TOGETHER CARES ACT INTERLOCAL AGREEMENT - RCOC 5.3. No Indemnification. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.4. Costs. Fines, and Fees for Noncompliance. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse of the Oakland Together CVT funds and/or for noncompliance with this Agreement by Pubic Body Employees. 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. 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. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 6. TERMINATION OR CANCELLATION OF AGREEMENT. 6.1. County may terminate or cancel this Agreement at any time if it determines that Public Body has expended Oakland Together CVT funds in violation of CARES Act requirements or this Agreement. Either OCE or the Board of Commissioners is authorized to terminate this Agreement under this provision. If County terminates or cancels this Agreement, Public Body shall be liable to repay County the amount of money expended in violation of CARES Act requirements or this Agreement. County may utilize the provisions in Sections 3.13 — 3.14 to recoup the amount of money owed to County by Public Body. 6.2. Public Body may terminate or cancel this Agreement at any time if it determines that it does not wish to receive any Oakland Together CVT funds. If Public Body terminates or cancels this Agreement, it shall immediately return to County any and all Oakland Together CVT funds it has already received. 6.3. If either Party terminates or cancels this agreement they shall provide written notice to the other Party in the manner described in Section 13. 7. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 8. 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. 9. 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. Page 5 of 7 OAKLAND TOGETHER CARES ACT INTERLOCAL AGREEMENT - RCOC 10. $EVERABILITV. 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. 11. PRECEDENCE OF DOCUMENTS. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions. 12. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 13. 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 13.1. If Notice is sent to County, it shall be addressed and sent to: Oakland County Executive, 2100 Pontiac Lake Rd., Waterford, MI, 48328, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, MI, 48341. 13.2. If Notice is sent to Public Body, it shall be addressed to: Dennis G. Kolar, Managing Director, Road Commission for Oakland County, 31001 Lahser Rd., Beverly Hills, MI 48025 and separate copy addressed to Jennifer J. Henderson, General Counsel, Road Commission for Oakland County, 31001 Lahser Rd., Beverly Hills, MI 48025. 14. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 15. SURVIVAL OF TERMS. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 5); No Third -Party Beneficiaries (Section 8); No Implied Waiver (Section 9); Severability (Section 10); Precedence of Documents (Section 11); Governing Law/Consent to Jurisidiction and Venue (Section 14); Survival of Terms (Section 15); Entire Agreement (Section 16), and the record keeping, reporting, audit compliance, and fund return provisions of Section 3. 16. ENTIRE AGREEMENT. 16.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Oakland Together CVT funds With regard to the Oakland Together CVT funds, this Agreement supersedes all other oral or written agreements between the Parties. Page 6 of 7 OAKLAND TOGETHER CARES ACT INTERLOCAL AGREEMENT - RCOC 16.2. 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, Dennis G. Kolar, Managing Director. hereby acknowledges that he/she has been authorized by a resolution of the Road Commission for Oakland County, a certified copy of which is attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. �C / EXECUTED: AV2'1'- , DATE: //A/ O Dennis G. Kolar, Managing Director WITNESSED:, 1(t'g-)nf > DATE: 11 U Shannon Miller, CleW of the Board IN WITNESS WHEREOF, David Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: WITNESSED: DATE: David Woodward, Chairperson Oakland County Board of Commissioners DATE: Oakland County Board of Commissioners County of Oakland Page 7 of 7 OAKLAND TOGETHER CARES ACT INTERLOCAL AGREEMENT - RCOC "Attachment D" AGREEMENT FOR CARES ACT DISTRIBUTION BETWEEN OAKLAND COUNTY AND [Insert School District] This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the [Insert School District] ("School District") [Insert School District Address]. County and School District may be referred to individually as a "Party" and jointly as "Parties". PURPOSE OF AGREEMENT. County and School District enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of County distributing a portion of its CARES Act funds to School District. County has allocated a portion of its CARES Act funds to be distributed to school districts within Oakland County, which will be used to assist school districts in meeting certain areas of need caused by the COVID-19 pandemic. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or School District, or for which County or School District may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. 1.4. Day means any calendar daybeginning at 12:00 a.m. and ending at 11:59 p.m. 1.5. School District means the [Insert School District] including, but not limited to, its school board, superintendent, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. 1.6. School District Em0ovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, representatives of School District, licensees, Page 1 of 7 OAKLAND TOGETHER SCHOOLS COVID SUPPORT FUND - INTERLOCAL AGREEMENT concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who use or have access to the Oakland Together Schools COVID Support funds provided underthis Agreement. "School District Employee" shall also include any person who was a School District Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. "School District Employee" does not include an individual resident of School District who receives an authorized distribution of Oakland Together Schools COVID Support funds. 1.7. CARES Act funds means the money distributed to the County by the United States Department of Treasury pursuant to section 601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief, and Economic Security Act. I.S. Oakland Together Schools COVID Support Fund or "Oakland Together Schools" funds means that portion of the CARES Act funds which the County has allocated to school districts within Oakland County. 1.9. Expenditure Submission Form means the form which School District must complete and submit to OCE prior to any disbursement of Oakland Together Schools funds to School District. 1,10. OCE means the Office of the Oakland County Executive, which includes the Chief Deputy and other Deputy County Executives. 1.11. Oversight Committee means the committee established by the Oakland County Board of Commissioners in the resolution allocating the Oakland Together Schools funds. 2. COUNTY RESPONSIBILITIES. 2.1. OCE will review School District's Expenditure Submission Form to determine whether School District is eligible to receive a distribution of Oakland Together Schools funds. This determination will be in the OCE's discretion pursuant to the "Coronavirus Relief Fund Guidance for State, Territorial, Local and Tribal Government" or other guidance issued by the Federal Government. OCE may request any supporting documentation it deems necessary to fully evaluate School District's eligibility. 2.2. If OCE determines that School District is eligible to receive a distribution, County will distribute the eligible amount to School District. 2.3. County will set a distribution cap for each School District, which cap will be based on the following factors: the number of students enrolled in School District, the number of teachers employed by School District, and the number of students in School District who are eligible for federal free and reduced lunch program. The distribution cap is not a guarantee or promise that School District will receive a certain amount of money under this Agreement. 2.4, County is not obligated or required to distribute any Oakland Together Schools funds to School District if OCE determines that School District is not eligible to receive the funds, or if the amount of Oakland Together Schools funds available are not sufficient to fulfill School District's Expenditure Submission Form, Page 2 of 7 OAKLAND TOGETHER SCHOOLS COVID SUPPORT FUND - INTERLOCAL AGREEMENT 2.5. After November 30, 2020 County will not accept any further Expenditure Submission Forms from School District, and County will retain the balance of any Oakland Together Schools funds for which School District was originally eligible, but which are not covered by an approved Expenditure Submission Form. 2.6. If County retains the balance of Oakland Together Schools funds under Section 2.5, County may redistribute any or all of that amount to other eligible School Districts or as otherwise deemed appropirate by OCE. 2.7. OCE will work in collaboration with the Board of Commissioners Oversight Committee in determining Public Body's eligibility for Oakland Together Schools funds, and the amount of said funds to be distributed to Public Body. 3. SCHOOL DISTRICT RESPONSIBILITIES. 3.1. School District may be eligible to receive a distribution of Oakland Together Schools funds. School District shall complete and submit an Expenditure Submission Form to OCE and receive OCE approval prior to the distribution of any Oakland Together Schools funds. 3.2. School District shall follow all guidance established by the United States Treasury Department, and the County, when expending Oakland Together Schools funds, including, but not limited to, Section 601(d) of the Social Security Act and the "Coronavirus Relief Fund Guidance for State, Territorial, Local and Tribal Governments."1 3.3. School District shall only expend Oakland Together Schools funds to pay for expenses incurred due to the COVID-19 public health emergency, such as: 3.3.1. Expenses to facilitate distance learning, including technological improvements, in connection with school closings to enable compliance with COVID-19 precautions; 3.3.2. Expenses for the acquisition and distribution of medical and protective supplies; 3.3.3. Expenses for disinfection of public areas and other facilities; and 3.3.4. Expenses to ensure compliance with COVID-19 public health orders. 3.4. School District shall only expend Oakland Together Schools funds to pay for expenses which were not accounted for in School District's most recently approved budget as of March 27, 2020. 3.5. School District shall not use Oakland Together Schools funds as revenue replacement. 3.6. School shall submit to the county, per the U.S. Treasury Department guidance ("as an administrative convenience, Treasury will presume that expenses of up to $500 per elementary and secondary school student to be eligible expenditures, such that schools do not need to document the specific use of funds up to that amount") documentation of how much CARES Act money they have already received up to the $500 allowable cap and request from county the remaining amount per pupil. 3.7. If a School District is requesting county CARES Act reimbursement above the $500 per pupil administrative cap outlined in the United States Treasury Department guidance, the School District shall submit records of all expenditures in excess of that amount to OCE !This documentis available at httns://home.treasurv.aov/systeiiVflles/136/Coronavirus-Relief-Fund-Guidance-for- StateTerritoria l-Loca 1-and-Tribal-Govemments,ndf Page 3 of 7 OAKLAND TOGETHER SCHOOLS COVID SUPPORT FUND - INTERLOCAL AGREEMENT prior to reimbursement with a detailed description of how the funds were expended and how the expenditure of funds complied with the CARES Act requirements. 3.8. If School District receives an amount of funding from the federal or state government to cover expenses for which School District received Oakland Together Schools funds, School District shall return that amount of Oakland Together Schools funds to County. 3.9. School District shall keep records of all expenditures of Oakland Together Schools funds sufficient to demonstrate that said expenditures were in accordance with the CARES Act requirements for a period of 10 (ten) years, at a minimum. 3.10. School District shall produce said records of expenditures upon request by County or OCE, or as required by any future audit of the CARES Act program. 3.11. In the event it is determined by OCE, or any other audit under the CARES Act program, that School District expended an amount of Oakland Together Schools funds in violation of the CARES Act requirements or this Agreement, School District shall be required to return that amount of money to County. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party if applicable. The approval and terms of this Agreement shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. 4.2. This Agreement shall remain in effect until January 31, 2021, or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. School District shall comply with the record keeping, reporting, audit response, and fund return requirements after the termination of this Agreement if necessary. 5. ASSURANCES. 5.1. Responsibility for Claims. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 5.2. Responsibility for Attornev Fees and Costs. Except as provided for in Section 3.13, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 5.3. No Indemnification. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 5.4. Costs, Fines, and Fees for Noncompliance. School District shall be solely responsible for all costs, fines and fees associated with any misuse of the Oakland Together Schools COVID Support funds and/or for noncompliance with this Agreement by School District Employees. Page 4 of 7 OAKLAND TOGETHER SCHOOLS COVID SUPPORT FUND - INTERLOCAL AGREEMENT 5.5. Reservation of Rights. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 5.6. Authorization and Completion of Agreement. 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. 5.7. Compliance with Laws. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 6. TERMINATION OR CANCELLATION OF AGREEMENT. 6.1. County may terminate or cancel this Agreement at any time if it determines that School District has expended Oakland Together Schools COVID Support funds in violation of CARES Act requirements or this Agreement. Either OCE or the Board of Commissioners is authorized to terminate this Agreement under this provision. If County terminates or cancels this Agreement, School District shall be liable to repay County the amount of money expended in violation of CARES Act requirements or this Agreement. 6.2. School District may terminate or cancel this Agreement at any time if it determines that it does not wish to receive any Oakland Together Schools COVID Support funds. If School District terminates or cancels this Agreement, it shall immediately return to County any and all Oakland Together Schools COVID Support funds it has already received. 6.3. If either Party terminates or cancels this agreement they shall provide written notice to the other Party in the manner described in Section 13. 7. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 8. 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. 9. 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. 10. 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 of 7 OAKLAND TOGETHER SCHOOLS COVID SUPPORT FUND - INTERLOCAL AGREEMENT 11. PRECEDENCE OF DOCUMENTS. In the event of a conflict between the terms and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms and conditions. 12. 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, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 13. 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: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 13.1. If Notice is sent to County, it shall be addressed and sent to: Oakland County Executive, 2100 Pontiac Lake Rd., Waterford, ML 48328, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, MI, 48341. 13.2. If Notice is sent to School District, it shall be addressed to: [insert School District Address]. 14. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 15. SURVIVAL OF TERMS. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Definitions (Section 1); Assurances (Section 5); No Third -Party Beneficiaries (Section 8); No Implied Waiver (Section 9); Severability (Section 10); Precedence of Documents (Section 11); Governing Law/Consent to Jurisidiction and Venue (Section 14); Survival of Terms (Section 15); Entire Agreement (Section 16), and the record keeping, reporting, audit compliance, and fund return provisions of Section 3. 16. ENTIRE AGREEMENT. 16.1. This Agreement represents the entire agreement and understanding between the Parties regarding the Oakland Together Schools COVID Support funds With regard to the Oakland Together Schools COVID Support funds, this Agreement supersedes all other oral or written agreements between the Parties, 16.2. 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 of 7 OAKLAND TOGETHER SCHOOLS COVID SUPPORT FUND - INTERLOCAL AGREEMENT IN WITNESS WHEREOF, [insert name and title of School District official] hereby acknowledges that he/she has been authorized by a resolution of the [insert School District], a certified copy of which is attached, to execute this Agreement on behalf of School District and hereby accepts and binds School District to the terms and conditions of this Agreement. EXECUTED: DATE: [insert name of official, title, and name of School District] WITNESSED: [insert name, title] DATE: Page 7 of 7 OAKLAND TOGETHER SCHOOLS COVID SUPPORT FUND - INTERLOCAL AGREEMENT IN WITNESS WHEREOF, David Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland [Type text] "Attachment V PROGRAM PARTICIPATION AGREEMENT OAKLAND COUNTY SCHOOL DRINKING WATER STATION PROGRAM BETWEEN OAKLANDCOUNTY AND DISTRICT/ACADEMY This Agreement ("Agreement") is made and entered into between the County of Oakland, ("County") (DUNS #136200362), a Michigan Constitutional and Municipal Corporation, a political subdivision of the State of Michigan, whose address is 1200 North Telegraph, Pontiac, Michigan 48341 and the ("District"), a Michigan Statutory Corporation per the Revised School Code of 1976 being MCL 380.1 et seq., (address). In this Agreement, either the or the County may also be referred to individually as a "Party" or jointly as the "Parties." PURPOSE OF AGREEMENT. The County is seeking to provide funding utilized solely for the purposes of purchasing approved Drinking Water Filling Stations ("Station") for eligible schools. The Parties agree, subject to the terms and conditions set forth in this Agreement, to provide funds and/or services as described in Exhibit I. The Parties are authorized to enter into this Agreement pursuant to P.A. 1976, No. 451 (MCL 380.1 et seq.), P.A. 1973, No. 139 (MCL 45.551 et seq.), P.A. 1978, No. 368 (MCL 333.1101 et seq.), and P.A. 1851 No. 156 (MCL 46.1 et seq.). In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree as follows: 1. DEFINITIONS. In addition to any other defined terms in this Agreement (e.g., "Academy," "Agreement," "County," "District," "Party," or "Parties," etc.), the Parties agree that for all purposes, and as used throughout this Agreement, the following words and expressions used throughout this Agreement, whetherused in the singular or plural, within or without quotation marks, or possessive or non -possessive, shall be defined, and interpreted as follows: 1.1. Academy means the School Academy as defined above and shall further be defined to include Academy Employees. L2. Academv Emuloyee includes, without limitation, its governing Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, authorities, committees, employees, teachers, administrators, principal, assistant principals, psychologists, social works, teacher's aids, clerks, independent contractors, agents, volunteers, and/or any such persons, predecessors, or successors. 1.3. Agreement means the terms and conditions contained in this Agreement, including any subsequent written modification, amendment, or addendum. 1.4. Amendment means any change, clarification, or modification to this Agreement. 1.5. Claims means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the County or for which the County may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. 1.6. Coun means as this term is defined above and as used in this Agreement, "County" shall be further defined to include any and all "County Agents," as defined herein. 1.7. County Agent shall be defined as any and all elected officials, appointed officials, directors, board members, council members, commissioners, authorities, otherboards, committees, commissions, employees, third -party contractors, departments, divisions, volunteers, representatives, and/or any such persons' successors (whether such persons act or acted in their personal representative or official capacities), and/or "County Agents" shall also include any person who was a County Agent any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected and serving as an County Agent, and shall include the any "Concurrent Board Member." 1.8. District means the School District as defined above and shall further be defined to include District Employees. 1.9. District Emplovee includes, without limitation, its governing Board, any and all of its departments, divisions, elected and appointed officials, directors, board members, authorities, committees, employees, teachers, administrators, principal, assistant principals, psychologists, social workers, teacher's aids, clerks, independent contractors, agents, volunteers, and/or any such persons, predecessors, or successors. 1.10. Drinkine Water Filling Station(s) means a vendor supplied County purchased water filling station. 2. SCOPE OF SERVICES AND FINANCES. Subject to the terms and conditions in this Agreement, and except as otherwise provided by law, the Parties agree to the following: 2.1. The County agrees to provide the Drinking Water Filling Stations as detailed in the attached Exhibit I which is hereby incorporated by reference and made part of this Agreement. 2.2. The District/Academy agrees all Drinking Water Filling Station(s) will be delivered to one District/Academy location address by the County approved bid vendor. 2.3. The District/Academy agrees to notify the County within 14 days of delivery, by way of Proof of Delivery, the receipt of the Drinking Water Filling Stations(s), 2.4. The District/Academy agrees to install at its cost all delivered Stations pursuant to all applicable building codes and/or regulations within 120 days of delivery. 2.5. The District/Academy agrees to provide a post installation report notifying the County of all delivered units installed and functioning properly based upon manufacturer's guidelines and specifications. 2.6. The District/Academy agrees to maintain at its cost all delivered and installed Stations in accordance with the manufacturer's recommended guidelines including maintenance and filter replacement. 3. ASSURANCES AND WARRANTIES. 3.1. The District/Academy agrees to comply with the provisions of any and all laws relating to nondiscrimination and conflict of interest with governmental employees and, specifically, any County Agent. The District/Academy warrants to avoid any conflict of interest, whether real or perceived. 3.2. The District/Academy agrees that it is a publicly owned facility that is physically located and established under Act 451 of 1976, as amended, or under other law of the State of Michigan, has as its primary mission the teaching and learning of academic and vocational -technical skill and knowledge, contains school -age groups of pupils enrolled, and is operated by a school district, intermediate school district, or authorized public school academy within the jurisdiction of Oakland County. 3.3. The District/Academy agrees and acknowledges that the installation of a Station under this Agreement is not to overcome all contaminates existing within the District's water supply. 3.4. Any and all County services or goods set forth in this Agreement are provided on an "as -is and "as -available" basis, without any warranty of any kind, to the maximum extent permitted by applicable law. The County hereby expressly further disclaims any and all warranties, of any kind, whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non -infringement, and/or that any County services under this Agreement will meet any District's/Academy's needs or requirements, will be uninterrupted, timely, secure, error or risk free/or that any deficiencies in any County service. The entire risk arising out of the use of any and all County services herein remains at all times, with the District/Academy to the maximum extent permitted by law. 4. INDEMNIFICATION. 4.1. The District/Academy shall indemnify, defend, and hold the County harmless from all Claims, incurred by or asserted against the County by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of the District/Academy. 4.2. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. LIMITS AND EXCLUSIONS ON SERVICES. 5.1. In no event and under no circumstances in connection with or as a result of this Agreement shall the County be liable to the District/Academy or any other person, for any consequential, incidental, direct, indirect, special punitive, or other similar damages whatsoever (including, without limitation, damages for loss of business, profits, business interruption, or any other pecuniary loss or business detriment) arising out of this Agreement for any County services hereunder or any District/Academy use or inability to use any County services, even if the County has been advised of the possibility of such damages. 6. NO IMPLIED WAIVER. Except as otherwise expressly provided for in this Agreement: 6.1. 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. 6.2. 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. 6.3. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 7. AUDITING. The Parties agrees that records regarding this Agreement will be available upon request for review or audit. S. AGREEMENT INTERPRETATION. The Parties agree that performance under this Agreement will be conducted in compliance with all federal, Michigan, and local laws and regulations. This Agreement is made and entered into in the County of Oakland and in the State of Michigan. The language of all parts of this Agreement is intended to and under all circumstances to be construed as a whole according to its fair meaning and not construed strictly for or against any Party. 9. PERMITS AND LICENSES. 'Be District/Academy, and District's/Academy's sole expense, shall be responsible for obtaining and continuously maintain throughout the term of this Agreement all necessary licenses, including any business and professional licenses, permits, certificates, and any other required governmental authorizations necessary for District/Academy to perform any District/Academy obligation under this Agreement. 10. EFFECTIVE DATE OF THE AGREEMENT. The Parties agree that this Agreement, and/or any subsequent amendments thereto, shall not become effective prior to the approval by the Oakland County Board of Commissioners and the The approval and terms of this Agreement, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of the Oakland County Board of Commissioners and the Board and shall also be filed with the office of the Clerk of the County. 11, CANCELLATION OF AGREEMENT. Either Party may cancel this Agreement for any reason including convenience at any time prior to purchase of a Station(s). If the District/Academy cancels this Agreement after the District/Academy has received delivery of a Station(s), the Station(s) will be the responsibility of the District/Academy. If the Station is still in the original unopened carton, the Station may be returned to the Vendor at the District's/Academy's Expense. Any refund for the return of a Station will be due and paid to the County. At no point, will the County accept or receive any unwanted Stations. 12. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or another person 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. 13. RECORD RETENTION. The Parties agrees to maintain records in accordance with state law. All records relative to this Agreement shall be available at any reasonable time for examination or audit by the Parties. 4 14. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond the Party's control, including, but not limited to, an act of God, war, fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the other party of any such event. 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. 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 neuter genders, and any possessive or non -possessive 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: 1200 North Telegraph, Pontiac, Michigan 48341. 17.2. If Notice is sent to the it shall be addressed and sent to: 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 without giving effect to its conflict of law principles. 19. JURISDICTION AND VENUE. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim(s) arising under or related to this Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction ofthe court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such fonun or taking action under this Agreement to enforce such judgment in any appropriate jurisdiction. 20. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and executed by both Parties. The Parties agree that no such modification, rescission, waiver, release or amendment of any provision of this Agreement shall become effective against the County unless signed forby the Oakland County Board of Commissioners. The Parties further agree that this Agreement shall not be changed, supplemented, or amended, in any manner, 5 except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Agreement in any manner. 21. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between the Parties along with the Agreement Documents. In entering into this Agreement, the District/Academy acknowledges that it has not relied upon any prior or contemporaneous agreement, representation, warranty, or other statement by the County and/or any County Agent that is not expressly set forth in this Agreement, and that any and all such possible, perceived or prior agreements, representations, understandings, statements, negotiations, understandings and undertakings, whether written or oral, in any way concerning or related to the subject matter of this Agreement are fully and completely superseded by this Agreement. 21.1. If there is a contradicting term or condition in any Exhibit to this Agreement, the Agreement controls. 21.2. It is further agreed that the terms and conditions of this Agreement are contractual and binding and are not mere recitals. The Parties acknowledge that this Agreement contains certain limitations and disclaimers of liability. DISTRICT/ACADEMY: BY: DATE: THE COUNTY OF OAKLAND BY: DATE: Chairperson, Oakland County Board of Commissioners 0 "Attachment F" AMENDMENT TO THE AGREEMENT THIS AMENDMENT ("Amendment") is between Oakland County ("County/Grantor"), and the Grantee Name identified below (the "Grantee/Public Body"). Grantee previously received CARES ACT Funds from Grantor under the Agreement. The Parties agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current Agreement. All terms and conditions and defined words in the current Agreement apply to this Amendment in full force and effect and are only changed as described in this Amendment. This Amendment is effective as of the date it is signed by both Parties ("Effective Date"). GRANTEE/PUBLIC BODY: The following changes shall be incorporated into the Agreement: GRANTEE UNIQUE ENTITY IDENTIFIER: FEDERAL AWARD IDENTIFICATION NUMBER(FAIN): SLT0202 CATALOG OF FEDERAL DOMESTIC ASSISTANCE (CFDA) NUMBER: 21.019 FEDERAL AWARD DATE: MARCH 27, 2020 SUBAWARD PERIOD OF PERFORMANCE START AND END DATE: MARCH 1, 2020 THROUGH DECEMBER 30, 2020 AWARD IS NOT FOR RESEARCH & DEVELOPMENT (R&D): Funds cannot be used for research and development related expenditures. INDIRECT COST RATE FOR FEDERAL AWARD: Indirect Costs are not eligible for this Agreement. CONTACT PERSON FOR GRANTOR/PASS THROUGH ENTITY: Funding for this Agreement was provided to Grantor by the U.S. Department of Treasury through the Coronavirus Relief Fund ("CRP') under section 601(a) of the Social Security Act, as added by section 5001 of the CARES Act. Grantee is a Subrecipient of CRF monies provided to it by Grantor and as such Grantee and Subrecipient are synonymous under this Agreement. Grantee Certifications/ Use of Funds: a. Grant Funds may only be used to cover costs that (1) are necessary expenditures incurred due to the public health emergency with respect to COVID-19; (2) were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment of the CARES Act) for the State or local government; and (3) were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020. b. Grantee may not use Grant Funds for expenses for which the Grantee has received any other federal funds or emergency COVID-19 supplemental funding, whether it be state, federal, or private in nature, for the same expense. No portion of Grant Funds may be used for the purpose of obtaining additional Federal funds under any other law of the United States, except if authorized by law. Grantee shall promptly notify Grantor if it receives insurance proceeds or other disaster assistance (public or private) that duplicates the funding received under this Agreement. Grantee shall not carry out any activities under this Agreement that results in a prohibited duplication of as defined by Section 312 Page 1 of 3 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5155) and in accordance with Section 1210 of the Disaster Recovery Reform Act of 2018 (division D of Public Law 115-254; 132 Stat. 3442), which amended Section 312 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (42 U.S.C. 5155). If the Grantee receives duplicate benefits from another source for projects related to this disaster, the Grantee must refund the benefits provided by the Grantor to the Grantor. C. Grant Funds may not be used to cover expenses that were reimbursed by insurance. d. Grantee must spend the Grant Funds by December 30, 2020. e. Any unused Grant Funds remaining after December 30, 2020 must be returned to Grantor by January 30, 2021. f. Grantee acknowledges that all representations and information provided have been relied on by the Grantor to provide funding under this agreement. Grantee shall promptly notify Grantor, in writing, of the occurrence of any event or any material change in circumstances which would make any Grantee representation or information untrue or incorrect or otherwise impair Grantee's ability to fulfill its obligations under this Agreement. Access to Records and Audit: Grantee shall maintain all records pertinent to the Agreement and Amendment, including backup copies, for a period of five (5) years. The records shall be kept in accordance with generally accepted accounting practices, utilize adequate internal controls and shall maintain necessary documentation for all costs incurred, including documentation and an inventory of all equipment purchased with Grant Funds. These internal controls should be in compliance with guidance in "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the "Internal Control Integrated Framework", issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In addition to Grantor, the U.S. Department of Treasury, or their authorized representatives, shall be provided the right to audit all record pertaining to the expenditure and use of Grant Funds. All records with respect to any matters covered by this Agreement shall be made available to Grantor, the Federal awarding agency, and the Comptroller General of the United States or any of their authorized representatives, at any time during normal business hours, as often as deemed necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Grantee within 30 days after receipt by the Grantee. Failure of Grantee to comply with the audit requirements will constitute a violation of this Agreement. Fund payments are considered to be considered "other federal financial assistance" under Title 2 C.F.R. 200 — Uniform Administrative Requirements, Cost Principals, and Audit Requirements for Federal Awards ("Uniform Guidance") and are subject to the Single Audit Act Amendments of 1996 (31 U.S.C. 7501-7507 or program specific audit pursuant to 2 C.F.R. 200.501(a) when Grantee spends $750,000 or more in federal awards during their fiscal year. Fund payments are subject to 2 C.F.R. 200.303 regarding internal controls. Fund payments are subject to 2 C.F.R. 200.330 through 200.332 regarding Grantee monitoring and management. Fund payments are subject to Subpart F regarding audit requirements. Failure of Grantee to comply with the audit requirements will constitute a violation of this Agreement. Grantee may be required to submit a copy of that audit to the Grantor in accordance with the Uniform Guidance. Page 2 of 3 Personally Identifiable Information Grantee must comply with 2 C.F.R. 200.303(e) and take reasonable measures to safeguard protected personally identifiable information, as defined in 2 C.F.R. 200.82, and other information Grantor designates as sensitive or the Grantee considers sensitive consistent with applicable Federal, state, local, laws regarding privacy and obligations of confidentiality. Program Fraud & False or Fraudulent Statements or Related Acts Grantee must comply with 31 U.S.C. Chapter 38, Administrative Remedies for False Claims and Statements. Grantee will not pass through Grant funds to an entity listed in the SAM Exclusions. SAM Exclusions is the list maintained by the General Services Administration that contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. SAM exclusions can be accessed at www.sam.00v. Page 3 of 3 Resolution #20663 December 7, 2020 Moved by Gershenson seconded by Gingell the resolution be adopted. Moved by Spisz seconded by Zack the resolution be amended as follows: After the 4th BE IT RESOLVED, add the following: BE IT FURTHER RESOLVED that the Board of Commissioners approves and authorizes the Chairman of the Board to execute the attached ("Attachment F") standard grant agreement amendment for application to any agreement pertaining to the expenditure of CARES Act funds or pandemic response from April 1, 2020 forward, and authorizes the Chairman of the Board to execute amendments to grant agreements incorporating the provisions of "Attachment F"' prepared by Corporation Counsel. A sufficient majority having voted in favor, the amendment carried. Moved by Spisz seconded by Zack the resolution be amended as follows: Amend the 1st BE IT RESOLVED as follows: BE IT FURTHER RESOLVED that the Oakland Together Coronavirus Relief Funds Coordinating Committee shall be comprised of the following representatives: • (2) Two (3) Three Oakland County Commissioners from the majority party, and alternates, • (4) (2) Two Oakland County Commissioners from the minority party, and alternates, (2) Two Representatives appointed by the Oakland County Executive. A sufficient majority having voted in favor, the amendment carried. Vote on resolution, as amended: AYES: Weipert, Woodward, Zack, Gershenson, Gingell, Hoffman, Jackson, Luebs, Kochenderfer, Kowall, Kuhn, Long, Markham, McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub. (21) NAYS: None. (0) A sufficient majority having voted in favor, the resolution, as amended, was adopted. QL IHEREBY APPROVE THIS f ESOLUTION CHIEF DEPUTY COUNTY (EXECUTIVE: ACTING PURSUANT TO MGL45.559A (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 December 7, 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 71h day of December, 2020, Kk,�& 44v-- Lisa Brown, Oakland County