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HomeMy WebLinkAboutResolutions - 2022.09.29 - 37654a @OakiaND= COUNTY MICHIGAN BOARD OF COMMISSIONERS September 29,2022 MISCELLANEOUS RESOLUTION #22-340 Sponsored By:Penny Luebs,David Woodward,Karen Joliat Board of Commissioners -Resolution Approving the Interlocal ARPA Agreement for the Oakland County School Mental Health Grant Program Chairperson and Membersof the Board: WHEREAS on June 23,2022,the Board of Commissioners approved Miscellaneous Resolution #22- 238 which appropriated an amount of up to $10,150,000 in American Rescue Plan Act -Local Fiscal Recovery Funds to create the Oakland County School Mental Health Grant Program to address students’mental health needs in Oakland County public schools;and WHEREAS the Oakland County School Mental Health Grant Program Oversight Ad Hoc Committee having reviewed the submitted applications,on September 13,2022,reports a recommendation of approval for the grant applications and disbursement of grant funds by the Board of Commissioners. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves the Interlocal ARPA Agreement for the Oakland County School Mental Health Grant Program,as prepared by Corporation Counsel,and authorizes the Chairman of the Board of Commissioners to execute the agreement upon approval by the participating schools. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the Chairman of the Board of Commissioners to execute any and all grant amendments upon review and approval by the Oakland County School Mental Health Grant Program Oversight Ad Hoc Committee. BE IT FURTHER RESOLVED that the Oakland County Clerk is requested to forward copies ofthis resolution to Oakland County Fiscal Services and the.participating schools. BE IT FURTHER RESOLVED that a budget amendment is not required at this time. Chairperson,the following Commissioners are sponsoring the foregoing Resolution:Penny Luebs, David Woodward,Karen Joliat. J :Date:October 04,2022 David Woodward,Commissioner . DNMs David Coulter,Oakland County Executive Date:October 04,2022 {‘. iy bay Date:October 11,2022 Lisa Brown,County Clerk /Register of Deeds COMMITTEE TRACKING : 2022-09-29 Full Board -Request to Suspend the Rules;.Adopt VOTE TRACKING : Motioned by Commissioner Penny Luebs seconded by Commissioner Philip Weipert to adopt the attachedResolution:Approving the Interlocal ARPA Agreement for the Oakland County School Mental Health Grant Program .: Yes:David Woodward,Michael Gingell.Michael Spisz,Karen Joliat,Kristen Nelson.Eileen Kowall,Christine Long,Philip Weipert,Gwen Markham,Thomas Kuhn,Chuck Moss,Marcia Gershenson,WilliamMillerIIT.Yolanda Smith Charles,Charles Cavell,Penny Luebs,Janet Jackson,Gary McGillivray,RobertHoffman(19) No:None (0) Abstain:None (0) Absent:(0) Passed. ATTACHMENTS 1.ARPA Interlocal Agreement 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 andaccuratecopyofaresolutionadoptedbytheOaklandCountyBoardofCommissionersonSeptember29,2022, with the original record thereof nowremaining in myoffice. In Testimony Whereof,I have hereunto set my hand andaffixed the seal of the Circuit Court at Pontiac, Michigan on Thursday,September 29,2022. (Pua Lisa Brown,Oakland County Clerk /Register ofDeeds AGREEMENT FOR LOCALFISCAL RECOVERY FUND 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 maybe referred to individually as a “Party”and jointly as "Parties". PURPOSEOF AGREEMENT.On March 11,2021,the President of the United States signed the American Rescue Plan Act of 2021 (“ARPA”)into law.Section 9901 of ARPA amended Title VI of the Social Security Act to add section 603,which establishes the Coronavirus Local Fiscal Recovery Fund.Oakland County has been allocated $244,270,949 in Local Fiscal Recovery Fund (“LFRF”) dollars under ARPA. The United States Departmentof Treasury has issued an interim final rule,and other guidance for qualified uses of LFRF.Those qualified uses include the type of project as described in Exhibit A.The County has determined thatthe distribution of funds in accordance with this Agreementis a qualified use of LFRF funds pursuantto the interim rule and other applicable Department of Treasury guidance. County and Public Body enter into this Agreement pursuant to the Urban Cooperation Actof 1967, 1967 Public Act 7,MCL 124.501 et seq.,for the purpose of County distributing a portion of its LFRF funds to Public Body. 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: a.Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification,amendment,Exhibit and attachment. b.Claims mean any alleged losses,claims,complaints,demandsforrelief 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,whetherdirect,indirect orconsequential,whether based upon anyalleged violation of the federal or the stateconstitution,any federal orstate statute,rule,regulation,or any alleged violation of federal or state commonlaw,whether any such claims are broughtin law or equity,tort,contract,or otherwise,and/or whether commenced or threatened. c.County means Oakland County,a ‘Municipal and Constitutional Corporation,including,but notlimited 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 suchpersons’successors. d.Day means any calendar day beginning at,12:00 a.m.and ending at 11:59 p.m. Page 1 of 11 Public Body means the [Insert Public Body]including,but notlimitedto,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. Body means any employees,officers,directors,members,managers, trustees,volunteers,attorneys,representatives of Public Body,licensees,concessionaires, contractors,subcontractors,independentcontractors,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 personsacting by,through,under,or in concert with any of the above who use or have access to the funds provided underthis Agreement."Public Body Employee"shall also include any person who was a Public BodyEmployeeatanytimeduringthetermofthisAgreementbut,for any reason,is no longer employed,appointed,or elected in that capacity. 2.GRANT.Subject to the terms and condition of this Agreement,andin reliance upon the Public Body’s affirmations set forth below,the County agrees to make,and the Public Bodyagrees toaccept,the grant funds. a.s>9B9County will distribute a in grant funds to Public Bodyfor the project scope whichisattachedandincorporatedintothisAgreementasExhibitA.Public Body will receive (insert specific funding language). PUBLIC BODY UNIQUE ENTITY IDENTIFIER (OR DUNS NUMBER): FEDERAL AWARD IDENTIFICATION NUMBER (FAIN):SLFRP2640 CATALOG OF FEDERAL DOMESTIC ASSISTANCE (CFDA)NUMBER:21.027 FEDERAL AWARD DATE:May28,2021 SUBAWARD PERIOD OF PERFORMANCE START AND END DATE: 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 thisAgreement. CONTACT PERSON FOR COUNTY/PASS THROUGHENTITY:Marcus Pearson. DEFINED USE OF FUNDS:Allgrant-funds must be expended in accordance withthis Agreementand the guidelines for ARPA funds. 3.PUBLIC BODY’S RESPONSIBILITIES. a.Public Body’s grant match requirements,if any,are detailed in Exhibit B attached hereto and incorporated as part of this Agreement. Public Body shall submit to Oakland County quarterly reporting on the grant funds including: 1.Project progress report including completion of deliverables included in project scope;2.Accounting of expenses incurred and grant funds expended;and43.Any other relevant information or records,to be determined by County. Public Body shall submit to Oakland County final report by the end of the Agreementor within 30 days after final Project completion,whichever date is sooner,on the grant funds including: 1.Project completion report; Page.2 of 11 2.Full accounting of its expenditure of grant funds; 3.Certification of its use of grant funds andfulfillment of the terms of the Agreement;and 4.Anyother relevant information or records,to be determined by County. d.Public Body shall respond to and be responsible for Freedom of Information Act requests relating to Public Body’s records,data,or other information. e.Public Body must comply with any other reporting requirements as maybe necessary for accepting the grant funding provided for in this Agreement. 4.COUNTY’S RESPONSIBILITIES. a.County shall designate in writing a department,individual,or other entity to oversee the reporting requirements set forth in Section 3 above to ensure timely reporting,accurate accounting,andverification of final certification. 5.PUBLIC BODY AFFIRMATIONS. a.Public Body affirms that any and all representations made to County in connection with its application and this grant were accurate,truthful and complete and remain so.Public Body acknowledges that all representations and information provided have been relied on by the County to provide funding under this Agreement.Public Body shall promptly notify County,in writing,of the occurrence of any event or any material change in circumstances which would make any Public Body representation or information untrue or incorrect or otherwise impair Public Body’s ability to fulfill its obligations,under this Agreement. b.Public Body will comply with any federal,state,or local public health orders or mitigation recommendations regarding the COVID-19 pandemic which are in effect as of the date this Agreement is signed by both Parties. c.Public Body may not use grant funds for expenses for which the Public Body has received any other federal funds or emergency COVID-19 supplemental funding,whetherit be state,federal, or private in nature,for the same expense.No portion of grant funds may be used for the purposeofobtainingadditionalFederalfundsunderanyotherlawoftheUnitedStates,except if authorized by law.Public Body shall promptly notify County if it receives insurance proceeds or other disaster assistance (public or private)that duplicates the funding received under this Agreement.Grant funds may not be used to cover expenses that were reimbursed by insurance. d.Public Body shall not carry out any activities under this Agreementthat results in a prohibited duplication of benefits as defined by Section 312 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 Public Body receives duplicate benefits from another source forprojectsrelatedtothisdisaster,the Public Body must refund the benefits provided by the CountytotheCounty.Duplication of benefits occurs when Federal financial assistance is provided to apersonorentitythroughaprogramtoaddresslossesresultingfromaFederally-declaredemergencyordisaster,and the person or entity has received (or would receive,by actingreasonablytoobtainavailableassistance)financial assistance for the same costs from any othersource(including insurance),and the total amount received exceeds the total need for thosecosts.j ‘ Page.3 of 11 e.Public Body shall use all grant funds it receives under this Agreement by Any grant funds not used by that date must be returned to County. f.Public Body understands that the grant funds it receives under this Agreementare a subaward of County’s LFRF funds,and that County is required to manage and monitor any subrecipient of LFRF funds.Therefore,Public Body agrees to comply with any subrecipient monitoring requirements established by County or by Federal law. 6.REPAYMENT REMEDIES.Public Body is subject to repaymentto the County of an amountequal to the grant funds received by Public Body in the event Public Body has made material misrepresentations to the County in its application,voluntary bankruptcy or insolvency proceedingarecommencedagainstthePublicBodyandnotsetasidewithinsixty(60)days,or the Public BodyfailstootherwisecomplywiththerequirementsofthisAgreement.In the event County later determines the information Public Body provided in conjunction with this Agreement,or that Public Bodywasineligible for the grant funds,or that Public Body’s use of the grant funds following receiptwascontrarytothisAgreement,Public Body agrees to repay the grant funds to County in full.County furtherretainsall rights and remedies allowed in law or equity,including seeking paymentof its reasonable costs and expenses incurred enforcingits rights and remedies. 7.TAX LIABILITY.County and Public Body agree that to the extent that any part of theaforementionedfundsaredeemedtobetaxable,that Public Body agrees to be fully responsible for the paymentof any taxes,including withholding payments,social security,or other funds which arerequiredtobewithheld.Public Body agrees to provide County with all information and cooperationnecessarytoexecuteacompleted1099-G form;which County will file with the United StatesInternalRevenueService.Public Body acknowledges that Public Body will consult with a taxprofessionalregardingthetaximplications,if any,of the grant funds,and/or hereby waives theoptiontodoso.Public Body further agrees to indemnify and hold County harmless for the paymentofanytaxorwithholdingpayments,including any penalty assessed it may owe underthis Agreement.‘ 8.CONFLICT OF INTEREST.Pursuant to Public Act 317 and 318 of 1968,as amended (MCL15.301,et seg.and MCL 15.321,et seq.),to avoid any real or perceived conflict of interest,PublicBodyshalldisclosetoCountytheidentityofallPublicBodyEmployeesandallrelativesofPublicBodyEmployeeswho:a)are employed by the County or are elected or appointed officials of the County,on the date this Agreement is executed;and b)becomes employed or appointed by theCountyorbecomesanelectedofficialofCountyduringthetermoftheAgreement. 9.ACCESS TO RECORDS AND AUDIT..Payments from ARPA funds are subject to 2 C.F.R.200.303 regarding internal controls,2 C.F.R.200.331-333 regarding subrecipient monitoring andmanagement,and 2 C.F.R.Part 200 Subpart F regarding audit requirements.Where applicable,theserequirementsareconsideredlegallybindingandenforceableunderthisAgreement.Oakland Countyreservestherighttouseanylegalremedyatitsdisposalincluding,but not limited to,disallowance ofcosts,withholding of funds or recoupmentas may be necessary to satisfy requirements.Subawards orsubcontracts,if any,shall contain a provision making them subject to all of the provisions in thisAgreement. Public Body shall maintain all records pertinent to the Agreement and any amendments,includingbackupcopies,for a period of five (5)years.The records shall be kept in accordance with generallyacceptedaccountingpractices,utilize adequate internal controls and shall maintain necessarydocumentationforallcostsincurred,including ‘documentation and an inventory of all equipmentpurchasedwithgrantfunds.These internal controls should be in compliance with guidance in Page.4 of 11 10. “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 County,the U.S.Department of Treasury,or their authorized representatives,shall be provided the right to audit all records pertaining to the expenditure and use of grant funds.All records with respect to any matters covered by this Agreementshall be made available to County,the Federal awarding agency,and the Comptroller General of the United States or any of their authorizedrepresentatives,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 Public Body within 30 days after receipt by the Public Body.Failure of Public Body to comply with the audit requirements will constitute a violation of this Agreement. Fund payments are 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 Public Body spends $750,000 or morein federal awards during their fiscal year. Fund payments are subject to 2 C.F.R.200.303 regarding internal controls.Subrecipient mustestablishandmaintaineffectiveinternalcontrolovertheFederalawardthatprovidesreasonableassurancethattheSubrecipientismanagingtheawardincompliancewithFederalstatutes,regulations,and the terms and conditions of the award.- Fund payments are subject to 2 C.F.R.200.330 through 200.332 regarding Public Body monitoringandmanagement.Fund payments are subject to.Subpart F regarding audit requirements.Failure ofPublicBodytocomplywiththeauditrequirementswillconstituteaviolationofthisAgreement.Public Body may be required to submit a copy of that audit to the County in accordance with the Uniform Guidance. COMPLIANCE WITH LAWS.Public ‘Body shall comply with all federal,state,and local laws,statutes,ordinances,regulations,and all requirements applicable toits activities under the Agreementandgrant.This includes the following: a.Public Body must comply with 2 C.F.R.200.303(e)and take reasonable measures to safeguardprotectedpersonallyidentifiableinformation,as defined in 2 C.F.R.200.82,and otherinformationCountydesignatesassensitiveorthePublicBodyconsiderssensitiveconsistentwithapplicableFederal,state,and local laws regarding privacy and obligations ofconfidentiality., b.Public Body must comply with 2 C.F.R..200.322 if it is passing through grant funds/issuingsubawardstootherentities. c.Public Body must comply with 31 U.S.C.Chapter 38,Administrative Remedies for False ClaimsandStatements.Public Body will not pass-through grant funds to an entity listed in the SAMExclusions.SAM Exclusions is the list maintained by the General Services Administration thatcontainsthenamesofpartiesdebarred,suspended,or otherwise excluded by agencies,as well aspartiesdeclaredineligibleunderstatutoryorregulatoryauthorityotherthanExecutiveOrder12549.SAM exclusions can be accessed at www.sam.gov. d.Public Body mustregister at sam.gov: Page5 of 11 Public Body must comply with Title VI of the Civil Rights Act of 1964,and any implementing regulations,which prohibits entities receiving Federal financial assistance from excluding from a program or activity,denying benefits or services,or otherwise discriminating against a person onthebasisofrace,color,national origin (including limited English proficiency),disability,age,or sex (including sexual orientation and gender identity).All applicable U.S.Department of Treasury Title VI regulations are incorporated into this Agreement and made part of thisAgreement. I.T F INTE AL AGREEM : a. b. This Agreementshall be effective when executed by both Parties with resolutions passed bythegoverningbodiesofeachParty.The approval and terms of this Agreementshall beenteredintheofficialminutesofthegoverningbodiesofeachParty.An executed copy ofthisAgreementandanyamendmentsshallbefiledbytheCountyClerkwiththeSecretaryofState.‘. This Agreementshall remain in effect until ,or until cancelled orterminatedbyanyofthePartiespursuanttothetermsoftheAgreement.Public Body shallcomplywiththerecordkeeping,reporting,audit response,and fund return requirements ofthisAgreementaftertheterminationofthisAgreement. 12.ASSURANCES. a. a. Responsibility for Claims.Each Party shall be responsible for any Claims made againstthatPartybythirdparty,and for the acts of its employees arising underor related to thisAgreement., Responsibility for Attorney Fees'and Costs.Except as provided for in Sections 7 and 14,in any Claim that mayarise from the performance of this Agreement,each Party shall seekitsownlegalrepresentationandbearthecostsassociatedwithsuchrepresentation,including judgmentsandattorney fees. No Indemnification.Except as otherwise provided for in this Agreement,neither Party shallhaveanyrightunderthisAgreementorunderanyotherlegalprincipletobeindemnifiedorreimbursedbytheotherPartyoranyofitsagentsinconnectionwithanyClaim. Costs,Fines,and Fees for Noncompliance.Public Body shall be solely responsible forallcosts,fines and fees associated with any misuse of the the grant funds and/orfornoncompliancewiththisAgreementbyPubicBodyEmployees. Reservation of Rights.This Agreement does not,andis not intended to,impair,divest,delegate or contraveneanyconstittitional,statutory,and/or other legal right,privilege,power,obligation,duty,or immunity of the Parties.Nothing in this Agreementshall beconstruedasawaiverofgovernmentalimmunityforeitherParty. Authorization and Completion of Agreement.The Parties have takenall actions andsecuredallapprovalsnecessarytoauthorizeandcompletethisAgreement.The personssigningthisAgreementonbehalfofeachPartyhavelegalauthoritytosignthisAgreementandbindthePartiestothetermsandconditionscontainedherein. LLAT F AGR County may terminate or cancel this Agreementat any timeif it determines that PublicBodyhasexpendedthegrantfundsinviolationofARPArequirementsorthisAgreement.If County terminates or cancels this Agreement,Public Bodyshall be liable to repayCountytheamountofmoneyexpendedinviolationofARPArequirementsorthis Page.6 of 11 Agreement.County mayutilize the provisions in Section 14 to recoup the amountof money owed to County by Public Body. b.Public Body mayterminate or cancel this:Agreementat any time.If Public Body terminates or cancels this Agreement,it shall immediately return to County any and all grant funds it has already received, c.If either Party terminates or cancels this Agreementthey shall provide written notice to the other Party in the mannerdescribed in Section 21. 14.SETOFF OR RETENTION OF FUNDS 15. 16. 17. 18. a.In any case where Public Body is required to return an amountof 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 fundsthat are in County's possession for any reason,including butnot limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"),if applicable.Any setoff orretentionoffundsbyCountyshallbedeemedavoluntaryassignmentoftheamountbyPublic Body to County.Public Body waives any Claimsagainst County or its Officials for any actsrelatedspecificallytoCounty's offsetting or retaining of such amounts.This paragraph shall notlimit Public Body's legal right to dispute whether the underlying amountretained by County wasactually due and owing underthis Agreement. b.Nothing in this Section shall operate to limit County’s right to pursue or exercise any otherlegalrightsorremediesunderthisAgreementoratlawagainstPublicBodytosecurepaymentofamountsduetoCountyunderthisAgreement.The remedies in this Section shallbeavailabletoCountyonanongoing.and successive basis if Public Body becomes delinquentinitspayment.Notwithstanding any other term and condition in this Agreement,if CountypursuesanylegalactioninanycourttosecureitspaymentunderthisAgreement,Public Bodyagreestopayallcostsandexpenses,including attorney fees and court costs,incurred byCountyinthecollectionofanyamountowedbyPublicBody. DELEGATION OR ASSIGNMENT.Neither Party shall delegate or assign any obligations orrightsunderthisAgreementwithoutthepriorwrittenconsentoftheotherParty. THIRD-PARTY BENEFICIARIES.Except as providedfor the benefit of the Parties,thisAgreementdoesnotandisnotintendedtocreateanyobligation,duty,promise,contractual right orbenefit,right to indemnification,right to subrogation,and/or anyother right in favor of any otherpersonorentity. NO IMPLIED WAIVER.Absent a written waiver,noact,failure,or delay by a Party to pursue orenforceanyrightsorremediesunderthisAgreementshallconstituteawaiverofthoserightswithregardtoanyexistingorsubsequentbreachofthisAgreement.No waiverof any term,condition,orprovisionofthisAgreement,whether by conductor otherwise,in one or moreinstances shall bedeemedorconstruedasacontinuingwaiverofanyterm,condition,or provision of this Agreement.No waiverby either Party shall subsequently affectits right to requirestrict performanceof thisAgreement.: SEVERABILITY.Ifa court of competent jurisdiction finds a term or condition of thisAgreementtobeillegalorinvalid,then the term or condition shall be deemedsevered from thisAgreement.All other terms,conditions,and provisions of this Agreementshall remain in fullforce.: Page7 of 11 19. 20. 21. 22. 24. 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. CAPTIONS.Thesection and subsection numbers,captions,and any index to suchsections and subsections contained in this Agreementare 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 consideredas part of this Agreement.Anyuse 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. NOTICES.Notices given under this Agreementshall be in writing and shall be personally delivered,sent by express delivery service,certified mail,or first class U.S. mail postage prepaid, and addressedto the person listed below.Notice will be deemed given on the date when oneof 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;orr (iii)three days after mailing first class or certified USS.mail. a.If Notice is sent to County,it shall be addressed and sent to:Oakland County Executive,2100PontiacLakeRd.,Waterford,MI,48328,and the Chairperson of the Oakland County Board of Commissioners,1200 North Telegraph Road,Pontiac,MI,48341. b.If Notice is sent to Public Body,it shall be addressed to:[insert Public Body Address]. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE.This Agreementshall begoverned,interpreted,and enforced by the laws of the State of Michigan.Except as otherwise required by law orcourt rule,any action broughtto enforce,interpret,or decide any Claim arising under or related to this Agreementshall 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 mules;venue is properin the courts set forth above. .SURVIVAL OF TERMS.The Parties understand and agree that all terms and conditionsof thisAgreementthatrequirecontinuedperformance,compliance,or effect beyond the termination date of the Agreementshall survive such termination date and shall be enforceable in the eventof a failure to perform or comply. ENTIRE AGREEMENT. a.This Agreementrepresents the entire agreement and understanding betweenthe Parties regarding the grant funds,and supersedes all otheroral or written agreements between the Parties. b.The languageof this Agreementshall be construed as a whole accordingtoits fair meaning,and not construed strictly for or against any Party. IN WITNESS WHEREOF,[insert name andtitle of public:bodyofficial]hereby acknowledges thathe/she has been authorized by a resolution of the [insert public body],a certified copy of which isattached,to execute this Agreement on behalf of Public Body and hereby accepts and binds Public BodytothetermsandconditionsofthisAgreement. EXECUTED::J DATE: Page 8 of 11 [insert nameof official,title,and ane of public body] WITNESSED:‘"DATE: [insert name,title] IN WITNESS WHEREOF,David Woodward,Chairperson,Oakland County Board of Commissioners, hereby acknowledges that he has been authorized bya 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] EXHIBIT A [Type text] EXHIBIT B [Type text]