Loading...
HomeMy WebLinkAboutResolutions - 2021.03.11 - 34236MISCELLANEOUS RESOLUTION #21057 BY: Commissioner Gary McGillivray, District # 20 IN RE: BOARD OF COMMISSIONERS — PARTIAL FUNDING FOR DEMOLITION OF THE FORMER ELECTRO-PLATING SERVICES COMPANY BUILDINGS LOCATED AT 901-959 EAST 10 MILE ROAD IN THE CITY OF MADISON HEIGHTS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS environmental contamination caused by hexavalent chromium has been proven to be a serious health risk to humans and other living organisms; and WHEREAS ingestion of hexavalent chromium through the groundwater or soil is a known cause of cancer; and WHEREAS in 2016, the State shut down the Electro-Plating Services company located at 901-959 East 10 Mile Road in Madison Heights, Michigan for mismanagement of industrial waste; and WHEREAS in late 2019, groundwater contaminated with hexavalent chromium was discovered discharging directly onto 1-696; and WHEREAS the source of the contamination was found to be the former Electro-Plating Services company, which was located directly upgradient from the discharge; and WHEREAS the United States Environmental Protection Agency (EPA) responded by removing over 250,000 gallons of contaminated ground water and installing a permeable reactive barrier (PRB) to prevent further migration of the groundwater; and WHEREAS the EPA is currently preparing to transition the operation and maintenance obligations of the site to the Michigan Department of Environment, Great Lakes, and Energy (EGLE); and WHEREAS a May 7, 2020 ruling by Oakland County Circuit Court Judge Hale Jarbou determined that buildings at the company's Madison Heights location should be demolished because they are a public nuisance; and WHEREAS the estimated cost of the demolition is $750,000, of which $600,000 will be covered by the EGLE Electro-Plating Services Demolition Grant; and WHEREAS the balance of the cost will be covered through the appropriation of funds, $150,000 from the General Fund Assigned Fund Balance titled "Priority Environmental Remediation Project" (G/L Account 383483); and WHEREAS remediation of the site will serve to protect the public health and welfare of Oakland County residents. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves the one-time appropriation of $150,000 to demolish the building located at 901-959 East 10 Mile Road in Madison Heights, Michigan, formerly residing the Electro-Plating Services company. BE IT FURTHER RESOLVED that the Chairman of the Board of Commissioners is authorized to execute the interlocal agreement with the City of Madison Heights, contingent upon review by Corporation Counsel. BE IT FURTHER RESOLVED that the Oakland County Clerk is requested to forward copies of this resolution and the finalized executed agreement to Oakland County Fiscal Services and the City of Madison Heights. BE IT FURTHER RESOLVED that the funding of $150,000 is available to transfer from the General Fund Assigned Fund Balance titled "Priority Environmental Remediation Project" (G/L Account 383483) to the Board of Commissioners General Fund Budget, Professional Services expenditure line -item account (731458). BE IT FURTHER RESOLVED that the FY 2021 budget is amended as follows: GENERAL FUND (#10100) FY 2021 Revenue 9010101-196030-665882 Planned Use of Balance $150,000 Total Revenue 1 0 Expenditure 5010101-180010-731458 Professional Services $150,000 Total Expenditure 0 0 Chairperson, I move the adoption of the foregoing resolution. � Aor2 Commisse"'GaMv District #20 INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF MADISON HEIGHTS TO PROVIDE PARTIAL FUNDING FOR DEMOLITION OF BUILDINGS This Agreement ("Agreement') is made between the County of Oakland ("County"), a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph, Pontiac, Michigan 48341, and the City of Madison Heights ("City'), a Michigan municipal corporation, whose address is 300 W 13 Mile Rd, Madison Heights, MI 48071. In this Agreement, County and City may also be referred to, individually, as a "Party' and, jointly, as the "Parties." PURPOSE OF AGRFFME T. A. County and City enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., which provides that a public agency may enter into an interlocal agreement with other public agencies to exercise jointly any power, privilege, or authority that the agencies share in common and that each might exercise separately. B. In an order dated May 7, 2020, in the case known as City of Madison Heights v. Gary A. Savers, Electro-Plating Services Inc., Savers Ventures Limited Partnership, Sayers Enterprises, LLC, Sayers Enterprises HILLC and John Doe Company, companies, or- entities, Case No. 18-169728- CZ (the "Defendants") (the "Order") (the "Case"), the Oakland County Circuit Court ordered the demolition of certain buildings located at (i) 945/959 E. 10 Mile Road, Madison Heights MI 48071 (`Building 945/959"); and (ii) subject to the terms of the Order, 901 E. 10 Mile Road, Madison Heights, MI 48071, which is comprised of three buildings (`Buildings 901" and , together with "Building 945/959," the "Buildings"). C. For the reasons set forth in the Order, the Demolition of the Buildings is imperative to the health, safety, and welfare of the residents of City, specifically, and County overall. The demolition of the Buildings and the activities and services related to such demolition are more fully described in Exhibit I attached to this Agreement (the "Demolition" or "Demolition Activities"). D. The Michigan Department of Environment, Great Lakes, and Energy ("EGLE") has allotted the sum of six hundred thousand dollars ($600,000) for completing the Demolition Activities of Building 945/959. The City is seeking these funds to pay for the Demolition Activities at Building 945/959, through grant assistance provided by EGLE, subject to, and in accordance with, a Grant Agreement executed by City and EGLE ("EGLE Funding")(the "Grant Agreement'). The City is also seeking the sum of one hundred fifty thousand dollars ($150,000) from the County ("County Funding"), for completing the Demolition Activities at the Buildings, subject to, and in accordance with, this Agreement, including the terms governing such funding set forth on Exhibit 11 attached to this Agreement and as described in Section 4.4 below. If the costs and expenses for the Demolition Activities exceed the County Funding and EGLE Funding, City anticipates submitting to County a request for additional funding from County, which will be subject to, and conditioned on, further approval by County, which is not guaranteed, and an additional written agreement between City and County, by amendment to this Agreement or otherwise. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. In addition to any other defined terms in this Agreement (e.g., "Agreement," "County," "City," "Party," or "Parties," etc.), the Parties agree that the following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, and interpreted as follows: 1.1. Agreement Documents mean the following documents, which this Agreement includes and incorporates: 1.1.1. Exhibit I: Performance and Reporting Obligations 1.1.2. Exhibit II: County Funding Obligations 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 City, or for which County or City 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 constitutional and municipal Corporation, including, but not limited to, all of its departments, divisions, the Oakland County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, commissions, employees, agents, volunteers, and/or any such persons' successors. 1.4. County Emnlovee means without limitation, any employees, officers, managers, trustees, volunteers, agents, attorneys, and representatives of County, including any person who was in any such position at any time during the term of this Agreement but, for any reason, is no longer serving in that capacity. 1.5. Day shall be defined as any calendar day, which shall always begin at 12:00:00 a.m, and end at 11:59:59 p.m. 1.6. Fiscal Year means October 1 through the following September 30. 1.7. City means the City of Madison Heights, a Michigan municipal corporation, duly and legally incorporated as a Home -Rule city, under the provisions of 1909 Public Act 279, being specifically Michigan Compiled Laws (MCL) 117.1 et seq and/or a local authority which is primarily funded by or through state or local authority, including, but not limited to, its city council, city manager's office, city attorney's office, city clerk's office, police department, fire department, community development department, public services department, finance and treasurer's department and all other departments of the city, its boards and commissions, its elected and appointed officials, directors, department heads, board members, council members, city manager, commissioners, authorities, committees, employees, agents, contractors, subcontractors, independent contractors, attorneys, volunteers, and/or any such persons' successors, acting by or on behalf of the city. 1.8. City Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, agents, attorneys, and representatives of City, 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 have responsibility for the performance of Demolition Activities. "City Employee" shall also include any person who was a City Employee as described above and in Section 1.7 at any time during the term of this Agreement but, for any reason, is no longer serving in that capacity. 1.9. Points of Contact mean the individuals designated by the Parties to act as primary and secondary contacts for communication and other purposes as described herein. Point of Contacts for the Parties are identified in Section 22. 2. EFFECTIVE DATE AND DURATION OF THE AGREEMENT. 2.1. This Agreement, and/or any subsequent amendments, rescissions, waivers or releases to this Agreement, must be in writing and shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes and proceedings of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall also be filed by the office of the Clerk of County with the Secretary of State. 2.2. This Agreement, and/or any subsequent amendments thereto, shall not become effective prior to the filing of this Agreement, and/or any possible subsequent amendments with the Michigan Secretary of State (MCL 124.510). 2.3. This Agreement takes effect on the date this Agreement is executed by County (the "Effective Date") and ends on the date that is two years after the Effective Date, unless cancelled or terminated by either Party pursuant to Section 15 or as otherwise set forth in this Agreement (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement may be renewed for a term as agreed upon in writing by the Parties pursuant to Section 2.1 of this Agreement. The Initial Term, together with any agreed upon renewal term, is referred to as the "Term." 3. CTHJNTV FIINDTNG RESPONSIBTT,TTTF,S. 3.1. Subject to the terms and conditions in this Agreement, and except as otherwise provided by law, County shall provide the County Funding as provided in Exhibit II for Demolition Activities to be paid for by City. For clarification, County Funding shall not be used, and County is not obligated to provide funds, for costs and expenses for activities engaged in on the real property on which the Buildings are located or the Buildings that do not constitute Demolition Activities. For example, County Funding may not be used for environmental remediation measures for such property. County shall have no responsibility to provide the County Funding for the Demolition Activities performed except during the Term. Expenditures made by City prior to the Effective 3 Date or after the expiration of the Term or the termination of this Agreement are not eligible for payment under the Agreement, unless consented to in writing by County. 3.2. County's obligation under this Agreement shall not exceed the County Funding set forth in this Agreement, notwithstanding (i) any increase in costs or expenses or expenses incurred by City to complete the Demolition; or (ii) funding, or failure thereof, by any other party for the costs and expenses to complete the Demolition. 3.3. The Parties intend, agree, and acknowledge that no services or other obligations, other than the funding obligations described in this Agreement, shall or are otherwise required to be provided by County for or to City. 4. CITY RESPONSIBILITIES AND OBLIGATIONS. 4.1. As more fully described in Exhibit I, City shall complete, or contract to have completed, the Demolition Activities in accordance with this Agreement and pursuant to the Order. The Demolition shall be completed during the Term, subject to further Court Order in the Case. 4.2. City shall pay, or cause to be paid, all expenses and costs incurred by City or on behalf of City related, in any way, to the Demolition Activities in a timely manner and will take all actions necessary or appropriate to avoid the filing of any Claim affecting the Buildings, the real property upon which they sit, or the progress of the Demolition. Further, City acknowledges and agrees that County shall be entitled, notwithstanding any term of this Agreement to the contrary and without further amendment to this Agreement by the Parties, to avail itself of any terms entered into between City and any other party providing funding for the Demolition Activities and any repayment therefore that are more beneficial than those provided to County. 4.3. By accepting the County Funding, City represents and warrants to County that the County Funding, together with the EGLE Funding, will be sufficient to complete the Demolition Activities, and to the extent the actual costs and expenses to complete the Demolition Activities exceed the County Funding and EGLE Funding, City will secure additional funding, or pay directly, such excess costs and expenses to ensure the completion of the Demolition. 4.4. Except as otherwise stated below, City agrees to apply all EGLE Funding for Demolition Activities at Building 945/959 in accordance with the Grant Agreement and apply all County Funding for Demolition Activities at either or both of the Building 945/959 or Building 901, as determined in City's discretion with the guidance of its professional advisors for the Demolition Activities. If any amount of EGLE Funding or County Funding is expended for any purpose other than the Demolition Activities (as defined in Exhibit 1), City shall immediately repay to County the amount expended for non -Demolition Activities. 4.5. City shall immediately notify County in writing if any funding, including EGLE Funding, to be applied to the Demolition Activities is not paid, reduced, terminated or is otherwise in jeopardy of coming to fruition. 4.6. If funding is received from a source other than County to pay for Demolition Activities intended to be funded by the County Funding (including from the title owner of the real property on which the Buildings exist)(`Additional Funding"), City acknowledges and agrees that the County Funding yet to be paid by County shall automatically be reduced by such amount if City has not yet received the County Funding, and/or City shall immediately refund such amount to County if City has already received the County Funding in accordance with this Section. If a payment of Additional Funding equals or exceeds the amount of County Funding plus the EGLE Funding received by City, City shall refund to County the County Funding in full. If each payment of 01 Additional Funding is insufficient to refund in full the County Funding and EGLE Funding received by City, City shall pay to County a percentage of each Additional Funding payment represented by a fraction, the numerator of which is the amount of County Funding received by City and the denominator of which is the total of (a) the County Funding received by City, plus (b) the EGLE Funding received by City. For illustration purposes, if City has received $100,000 of County Funding and $200,000 of EGLE Funding and then receives $150,000 of Additional Funding, City shall pay to County $50,000 ($100,000/$300,000 = 33.33%; 33.33% x $100,000 _ $50,000). City shall use all reasonable efforts necessary or appropriate to collect the costs and expenses for the Demolition Activities from the title owner of the real property on which the Buildings sit. The obligations set forth in this Section and similar obligations appearing elsewhere in this Agreement shall survive the expiration of the Term or termination or cancellation of this Agreement. 4.7. If City, for any reason, fails to pay County any monies due and owing under this Agreement, City agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off the amount due past sixty (60) days from any other City funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund, if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount owed by City to County. City waives any Claims against County for any acts related specifically to County's or the Oakland County Treasurer's offsetting or retaining of such amounts. 4.8. City's obligations set forth in this Section, shall be absolute and unconditional and shall not be affected by the occurrence of either Party's default of any term or condition of this Agreement, nor shall any other occurrence or event relieve, limit, or impair the obligation of City to pay any such amount due and owing to County. 4.9. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 4.10. 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 City 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 City at any time 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 and prevails, City agrees to pay all costs and expenses, including reasonable attorney fees and court costs, incurred by County in the collection of any amount owed by City. 4.11. This Section shall not be interpreted as limiting City's legal right to dispute whether the underlying amount retained by County was due and owing under this Agreement. 5. ASSURANCES AND WARRANTIES. 5.1. 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 the legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 5.2. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules and requirements applicable to its activities performed under this Agreement including, but not limited to, laws relating to nondiscrimination and conflicts of interests. 5.3. County expressly disclaims that any County services or obligations under this Agreement will meet any of City's needs or requirements, will be uninterrupted, timely, secure, error or risk free/or that any deficiencies in any County service or obligation. 6. LIABILITY. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party and for the acts or omissions of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 4.10, 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 judgment and attorney fees. 6.3. Except as otherwise provided in this Agreement, neither Party shall have any right under this Agreement or any legal principle to be indemnified or reimbursed by the other Party or any of its employees or agents in connection with any Claim. 6.4. 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. 7. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. In no event shall County be liable to City or any other person or entity for Claims of any nature arising out of the Demolition Activities or any other activities related, in any manner and directly or indirectly, to the real property on which the Buildings are located or the Buildings themselves, including, but not limited to, environmental remediation efforts and City and City Employees, on their behalf and on behalf of any person or entity with which City contracts, hereby waive any such Claims and releases County and County Employees from any liability related thereto. 8. DISPUTE RESOLUTION. 8.1. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to County's Point of Contact and City's Point of Contact for possible resolution. County's Point of Contact and City's Point of Contact may promptly meet and confer in an effort to resolve such dispute. The Points of Contact for each Party are set forth in Section 22. 8.2, If the Parties cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. 9. NO IMPLIED WAIVER. 9.1. 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 regarding any existing or subsequent breach of this Agreement. G7 9.2. 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. 9.3. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 10. AUDITING. City agrees that financial records will be available upon request for review or audit by County or other appropriate officials. 11. AGREEMENT INTERPRETATION. The Parties agree that performance under this Agreement will be conducted in compliance with all 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. 12. NO AGENCY RELATIONSHIP. The Parties agree that at all times and for all purposes under the terms of this Agreement, this Agreement does not establish a partnership, joint venture, or agency relationship between County and City. 13. NO EMPLOYEE -EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and City. 14. 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. 15. TERMINATION OR CANCELLATION OF AGREEMENT, 15.1. County may terminate or cancel this Agreement, in whole or in part, immediately if third -party funding, including, but not limited to, the EGLE Funding, for the Demolition, as described above, is reduced or terminated. 15.2. County may terminate or cancel this Agreement upon the breach or other failure to perform by City under this Agreement, provided, County provides to City a notice describing such breach or other failure. City shall have thirty (30) days in which to cure the matters described in such notice to County's satisfaction and, if not cured, County may immediately terminate this Agreement. 15.3. Subject to 4.1 above, if the Demolition is not complete upon the expiration of the Tenn or the termination or cancellation of this Agreement, unless otherwise agreed upon by County (i) County shall retain any balance, but unpaid, portion of the County Funding without further obligation to pay such amount to City; and/or (ii) City shall immediately repay to County any County Funding paid by County to City prior to such expiration, termination, or cancellation. 15.4. Subject to 4.1 above, the Parties agree and acknowledge that either Party's decision to terminate and/or cancel this Agreement or the expiration of the Term without full and complete performance of City's obligations hereunder, shall not relieve the City of payment obligations for any payments made by County of County Funding prior to the effective date of any termination or cancellation of this Agreement. The provisions of this Subsection shall survive the termination, cancellation, and/or expiration of this Agreement. 7 16. RECORD RETENTION. The Parties agree to maintain records in accordance with State of Michigan law. All records relative to this Agreement shall be available at any reasonable time for examination or audit by personnel authorized by law. 17. DELEGATION/SUBCONTRACT/ASSIGNMENT. Neither Party shall delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. City is solely responsible for all contractual activities performed under this Agreement. Further, County shall consider City to be the sole point of contact regarding contractual matters, including payment of all Demolition Activities. All subcontractors used by City for Demolition Activities shall be subject to the terms of this Agreement and shall be qualified to perform the duties required. 18. 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, health emergency 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. 19. SEVER A RILITV. 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. 20. PRECEDENCE OF'DOC`TIMTNT,$. In the event of a conflict between the terms of 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 in the Exhibits. 21. 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. 22. NOTICES: REPORTS: COMMUNICATIONS. 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. 22.1. If notice is sent to County, it shall be addressed and sent to: , and Oakland County Corporation Counsel, 1200 North Telegraph, Pontiac, Michigan 48341. 22.2. If notice is sent to the City, it shall be addressed and sent to: City of Madison Heights, Attn: City Manager, 300 W 13 Mile Rd, Madison Heights, MI 48071, with a copy to the City Attorney, Sherman & Sherman, P.C. at 30700 Telegraph Road, Suite 3420, Bingham Farms, MI 48025. 22.3. Either Party may change the address and/or individual to which notice is sent by notifying the other Party in writing of the change. City shall immediately send to County a copy of all notices, reports, and/or communications received from, or sent to, EGLA regarding the subject matter of this Agreement or the EGLE Agreement and/or any amendments or renewal under such agreements. 23. 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. 24. XURISDICTION 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, 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. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Agreement to enforce such judgment in any appropriate jurisdiction. 25. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between the Parties along with the Agreement Documents. In entering into this Agreement, City acknowledges that it has not relied upon any prior or contemporaneous agreement, representation, warranty, or other statement by County and/or any County Employee 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. The undersigned hereby acknowledges that he/she has been authorized by the City of Madison Heights to execute this Agreement on behalf of the City of Madison Heights and hereby accepts and binds the City of Madison Heights to the terms and conditions of this Agreement. CITY OF MADISON HEIGHTS BY: DATE: Melissa Marsh ITS: City Manager The undersigned hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. THE COUNTY OF OAKLAND BY: DATE: David T. Woodward Chairperson, Oaldand County Board of Commissioners INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF MADISON HEIGHTS TO PROVIDE PARTIAL FUNDING FOR DEMOLIATION OF BUILDINGS JULllllhI141JJJdpJ I I I I J I I I I IL LW,IIi,I,,, I u u I, Jll Al 1, 11 I I I I I I I J I UJ e, 111 1 uNuv111deWlJL I i i I I I I II I I,,IIJu,,,,,, iunl11,I,11,I,II,I I I II, I I i I I I i J,,, 1, I I I I I Ii,, a n,,, , , , , ue i,, 111, 1,d111111 I I I 111,1L EXHIBIT I: PERFORMANCE AND REPORTING OBLIGATIONS In addition to the terms of the Agreement, the Parties agree as follows: Demolition Activities. Demolition Activities may include, but are not limited to, permitting processes, an asbestos and lead survey, asbestos and lead abatement, waste characterization, removal and disposal of the Buildings' structural materials, legal removal of personal property prior to demolition, building foundations, and transportation and disposal of contaminated soil and debris associated with the foundation removal, site restoration and capping, demolition oversight, administration and reporting. Bid specifications for Demolition Activities shall be approved by EGLE. EGLE Funding and County Funding shall be applied to the scope of work outlined in such bid specifications and activities specified and approved by EGLE. City shall be responsible for completing, or causing the completion of, the Demolition during the Term, subject to further Court Order in the Case. 2. City Deliverables and Reporting Requirements. City shall notify County upon the City entering into a written agreement with a general contractor to perform the Demolition Activities and such notice shall identify the contracting party and set forth the material terms of such agreement, including, but not limited to, the costs, payment schedule, and timing for its services. City shall complete and submit to County, regardless of the absence of expenses for a specific quarter during the Term, quarterly progress reports identifying invoices for expenses incurred during the quarter and copies of correlating check or statements evidencing payment of all such invoices ("Quarterly Reports") and a final report in a form substantially similar to the reports prescribed by the Grant Agreement (including, Section IV and Attachment A) according to the timing set forth therein, notwithstanding any waiver of such requirement by EGLE. 3. Repayment. City shall immediately repay to County any payments made by County to City (i) in excess of Demolition Activities and/or of the County Funding; and/or (ii) upon the termination or expiration of this Agreement by County or if the Demolition is not completed during the Term, subject to further Court Order in the Case. 4. Signage. If requested by County, City shall, during the Term, install a sign on the site of the Buildings displaying the Oakland County logo with messaging as provided by County and of a size, material, and design reasonably requested by County displaying County's support of the Demolition Activities, the cost of which shall be from County Funding; and, if requested by EGLE, a similar sign for EGLE's support of the Demolition for Building 945/959, the cost of which shall be from EGLE Funding. 5. Cross Default with Grant Agreement. City acknowledges and agrees that a breach or other failure to perform, of any nature, under the Grant Agreement entered into by City with EGLE shall constitute a breach under this Agreement and such breach or a breach of this Agreement will release County from the terms of this Agreement from any and all liability of any nature. 6. Audit and Access to Records. County reserves the right to conduct a programmatic and financial audit of the Demolition and County may withhold payment until the audit is completed to County's satisfaction. County will be required to maintain all pertinent records and evidence pertaining to his Agreement, including EGLE Funding or other funds intended for the completion of the Demolition, in accordance with generally accepted accounting principles and other procedures specified by County. County or any of its duly authorized representatives must have access, upon reasonable notice, to such books, records, documents, and other evidence for the purpose of inspection, audit and copying. City will provide proper facilities for such access and inspection. All records must be maintained for ten (10) years after the expiration of the Term or termination or cancellation of this Agreement. Release upon Final Payment. Upon issuance of final payment by County of the County Funding as described in Exhibit II, City releases County and County Employees of all Claims arising under this Agreement. Unless otherwise provided in this Agreement or by applicable law, final payment by County under this Agreement shall not constitute a waiver of the County's claims against City. 11 OAKLAND COUNTY INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND CITY OF MADISON HEIGHTS TO PROVIDE PARTIAL FUNDING FOR DEMOLITION OF BUILDINGS ��elli LIIFLI IILIIIL III IIIIIIL IIJiili L iii iili JIIILII II III IIIIII IIIIIIIIIL III I I 1 Illllllillil IIIIII II III II IIII III Illul�ieli iii WAll IIIIII ll 111 IIIIII IIIIII Ii WIJtllll IIIIII i4lllliu EXHIBIT I1: COUNTY FUNDING OBLIGATIONS In addition to the terms of the Agreement, the Parties agree as follows: 1. Conditions to Payment of County Funding. County's obligations under this Agreement are contingent on (i) City entering into the Grant Agreement and receiving the EGLE Funding, as described above; (ii) making progress in performing the Demolition Activities in a manner and within a timeframe satisfactory to County, subject to further Court Order in the Case; (iii) the absence of any other funding that City may receive to pay for the Demolition Activities, as described above; and (iv) available funding by County. 2. Reduction of County Funding. To the extent City receives or otherwise identifies funds available to pay for the Demolition Activities for the Buildings, the amount of County's Funding shall decrease proportionately and/or refunded in accordance with the Agreement. 3. Timing of Payment. Within thirty (30) days after County receives each Quarterly Report, County shall reimburse City for eligible costs and expenses for Demolition Activities reflected on such Quarterly Report equal to County's proportionate funding obligation taking into consideration the ELGE Funding for Demolition Activities. Alternatively, County may, as determined in its sole discretion, make payments of County Funding in excess of the amount, and more frequently than, described in this Section. 4. Final Payment. City shall deliver a notice to County of reflecting final completion of the Demolition. Subject to County's determination that the Demolition is complete, County shall, within thirty (30) days after such determination, reimburse City from any remaining balance of the County Funding to the extent necessary to pay County's proportionate share of the Demolition Activities. 12 Resolution #21057 February 18, 2021 The Chairperson referred the resolution to the Public Health and Safety Committee. There were no objections. Resolution #21057 March 11, 2021 Moved by Gingell seconded by Gershenson the resolutions on the Consent Agenda be adopted. Discussion followed. Vote on Consent Agenda: AYES: Charles, Gershenson, Gingell, Hoffman, Jackson, Joliat, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted. Moved by Spisz seconded by Weipert to amend MR #21064, MR #21065, MR #21066 and MR #21067 as follows: Add all Commissioners as co-sponsors of these resolutions. A sufficient majority having voted in favor the amendment carried. HEREBY APPROVE THE FOREGOINGRESOLUTION 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 March 11, 2021, 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 11th day of March, 2021. /rYLT,C/ 40 Lisa Brown, Oakland County