HomeMy WebLinkAboutReports - 2023.02.16 - 37986
AGENDA ITEM: Interlocal Agreement with Oakland County Land Bank Authority
DEPARTMENT: Treasurer's Office
MEETING: Board of Commissioners
DATE: Thursday, February 16, 2023 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-2471
Motion to approve the attached interlocal agreement with the Oakland County Land Band Authority.
ITEM CATEGORY SPONSORED BY
Contract Gwen Markham
INTRODUCTION AND BACKGROUND
The Oakland County Land Bank Authority (OCLBA) was created in September 2022. This request is
to formalize an agreement between the County providing services to assist the County Land Bank
with performance of its duties, functions and responsibilities.
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional
information.
CONTACT
Robert Wittenberg, County Treasurer
Jody DeFoe, Chief Deputy Treasurer
ITEM REVIEW TRACKING
Gwen Markham, Created -
AGENDA DEADLINE: 02/16/2023 6:00 PM
ATTACHMENTS
1. Final Services Agreement with Land Bank submitted to BOC 1.6.2023
COMMITTEE TRACKING
2023-02-08 Finance - Recommend to Board
2023-02-16 Full Board - Approve
Motioned by: Commissioner Michael Gingell
Seconded by: Commissioner Penny Luebs
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen
Nelson, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson,
Janet Jackson, Gary McGillivray, William Miller III, Yolanda Smith Charles, Charles Cavell, Ajay
Raman (17)
No: None (0)
Abstain: None (0)
Absent: Christine Long, Brendan Johnson (2)
Passed
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INTERLOCAL AGREEMENT
DRAFT
INTERLOCAL AGREEMENT
BETWEEN
OAKLAND COUNTY
AND
OAKLAND COUNTY LAND BANK AUTHORITY
This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional
Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Oakland
County Land Bank Authority ("County Land Bank"), 1200 North Telegraph Road, Pontiac, Michigan
48341. County and County Land Bank may be referred to individually as a “Party” and jointly as
"Parties".
PURPOSE OF AGREEMENT. The County and the County Land Bank enter into this Agreement
pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., and the
Michigan Land Bank Fast Track Act, 2003 Public Act 258, (MCL 124.754(1) and (3)), for the purpose
of the County providing services to assist the County Land Bank with performance of its duties,
functions and responsibilities.
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 the County or the County Land Bank, or for which the County or the County
Land Bank 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 the County is required or
permitted by law to keep confidential, including records of County’s 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 the 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.
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INTERLOCAL AGREEMENT
1.4.County means Oakland County, a Municipal and Constitutional Corporation, including,
but not limited to, all 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.County Land Bank Authority means the public body corporate created pursuant to the
Michigan Land Bank Fast Track Act, 2003 Public Act 258, MCL 124.751 et seq, the
Intergovernmental Agreement between the Oakland County Treasurer and the State Land
Bank Authority dated September 22, 2022, and approved by the Oakland County Board
of Commissioners in Miscellaneous Resolution No. 22-244, including, but not limited to,
its Board, elected and appointed officials, directors, board members, committees,
employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’
successors.
1.6.Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.7.Exhibits mean the following exhibits, which are applicable to this Agreement only if
they are attached to this Agreement and selected (checked) below or added at a later date
by a formal amendment to this Agreement:
☐Exhibit I:Not Applicable
☐Exhibit II:Not Applicable
1.8.Point of Contact mean the individual(s) designated by the County Land Bank and
identified to the County to act as contact(s) for communication and other purposes as
described herein.
1.9.State Land Bank Authority means the entity formerly known as the Michigan Land
Bank Fast Track Authority, created by the State of Michigan pursuant to the Michigan
Land Bank Fast Track Act, MCL 124.751 et. seq.
2.COUNTY RESPONSIBILITIES.
2.1. County is not obligated or required to provide any additional services that are not specified
in this Agreement.
2.2. County may access, use, and disclose transaction information and any content to comply
with the law, such as a subpoena, court order, or Freedom of Information Act request.
County shall first refer all such requests for information to the County Land Bank’s Point of
Contact for their response within the required time frame to the extent possible. The County
will provide commercially reasonably assistance for the response if requested by the County
Land Bank's Point of Contact, and if reasonably able to access the requested information.
2.3. County will provide legal services to the County Land Bank, including but not limited to,
legal representation in tax foreclosure matters, document review and preparation, provision
of legal opinions and general legal services. All requests for legal assistance shall be made
directly to the Oakland County Office of Corporation Counsel in the manner directed by the
Corporation Counsel. All decisions and recommendations regarding the delivery of legal
services, including potential conflicts of interest, shall be made by the Corporation Counsel.
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INTERLOCAL AGREEMENT
2.4. County will provide the County Land Bank with risk management services, including but
not limited to recommendations and requirements for types and limits of insurance coverage
and endorsements that the Oakland County Land Bank shall maintain.
2.5. Oakland County Treasurer’s Office will provide office supplies, equipment and personnel
staff support to the County Land Bank, including, but not limited to, scheduling meetings,
mailing of agendas and packet materials, recording meeting minutes and assistance with
various other administrative tasks. Support may also include professional and technical
assistance from other departments as it relates to information technology, community
development, county-wide planning, affordable housing, office and/or building space, etc.
3.COUNTY LAND BANK RESPONSIBILITIES.
3.1. County Land Bank shall comply with all terms and conditions in this Agreement, including
each selected Exhibit.
3.2. County Land Bank shall designate a representative(s) to act as a Point of Contact with the
County. The Point of Contact’s responsibilities shall include:
3.2.1. Direct coordination and interaction with County staff.
3.2.2. Communication with the general public when appropriate.
3.3. County Land Bank shall respond to and be responsible for Freedom of Information Act
requests relating to the County Land Bank’s records, data, or other information.
3.4. Third-party product or service providers may require the County to pass through to the
County Land Bank certain terms and conditions contained in license agreements, service
agreements, acceptable use policies and similar terms of service or usage, in order to provide
Services to the County Land Bank. County Land Bank agrees to comply with these terms
and conditions. County Land Bank must follow the termination provisions of this
Agreement if it determines that it cannot comply with any of the terms and conditions.
4.JOINT COUNTY AND COUNTY LAND BANK RESPONSIBILITIES.
4.1 The County and the County Land Bank shall cooperate and collaborate in the application of
and utilization of County purchasing and procurement policies and procedures to the
activities of the County Land Bank. The County shall also provide purchasing and
procurement services to assist the County Land Bank with application of and utilization of the
procurement policies and procedures.
4.2 The County purchasing and procurement policies and procedures shall apply to the
acquisition of fixtures, supplies and equipment, to contracts for demolition, insurance,
services contracts and professional service contracts. Such policies and procedures shall not
be applicable to the following:
4.2.1 Real estate acquisition, disposition, management, and development activities of the
County Land Bank.
4.2.2 To such County Land Bank programs as are approved by the County Land Bank
Board.
4.2.3 To real property rehabilitation programs of the Oakland County Land Bank.
4.2.4
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INTERLOCAL AGREEMENT
4.3 With regard to tax foreclosed properties, the County and the County Land Bank agree the
following provisions shall apply:
4.3.1 With respect to the property designated in writing by the County Land Bank, the
County Treasurer shall assign to the County Land Bank its rights under Sections
78(m)(1) and 78m(3) of the General Property Tax Act, 1893 P.A. 206, MCL
211.78m(1), 211.78m(3), to exercise the option to acquire title to property forfeited
under the provisions of the General Property Tax Act.
4.3.2 With respect to any property that would otherwise be automatically transferred to
the Oakland County Treasurer pursuant Section 78m(7) of the General Property
Tax Act, 1893 P.A. 206, MCL 211.78(8) (the "Section 78m(7)" properties), the
County Land Bank agrees to accept title to such properties from the County at the
written request of the Oakland County Treasurer acting as the County Foreclosing
Governmental Unit. As to any and all such Section 78(m)(7) properties that are
transferred to the County Land Bank, at the written request of the County, the
County Land Bank shall have full and complete discretion in the terms and
conditions of the subsequent disposition of such properties, and sole and complete
right to the proceeds of such dispositions, as provided by law. As to any and all
such Section 78m(7) properties, the County shall have responsibility for all risk
management policies, procedures and coverage to the full extent and for the time
such properties were owned by the County.
4.3.3 Section 14(4) of Land Bank Act provides that the transfer to the County Land Bank
of County tax reverted property is an involuntary transfer and that the County Land
Bank has governmental immunity and any other legal defenses related to the
property in the same manner as when held by the County Treasurer. Transfers and
acquisitions pursuant to Section 14(4) of the Land Bank Act are within the scope of
such involuntary transfers.
4.4 The County and the County Land Bank shall cooperate and collaborate in providing the
County Land Bank with banking arrangements and an investment policy in compliance with
1943 P.A. 20, MCL 129.91 to 129.96. The Parties shall also cooperate and collaborate in
establishing a system of accounts for the County Land Bank that complies with required
laws, preparation of an annual budget that complies with the Uniform Budgeting and
Accounting Act, 1968 PA 2, MCL 141.421 to 141.440a (the “Budget Act”) and providing
for an annual audit of the Oakland County Land Bank as required by the Budget Act.
4.5 The County acknowledges that agreements may currently exist and may exist in the future,
between the local units of government within the County and the Oakland County Treasurer,
for payments by such local units of government for demolition activities. Such demolition
activities shall, at the request of the Oakland County Treasurer, be administered and
performed by or on behalf of the County Land Bank including the awarding of bids and
execution of contracts by the County Land Bank, all of which shall be done in a manner
consistent with the procurement policies of the County.
5 DURATION OF INTERLOCAL AGREEMENT.
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INTERLOCAL AGREEMENT
5.1 This Agreement and any amendments 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 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.
5.2 Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years
from the date the Agreement is completely executed by all Parties or until cancelled or
terminated by any of the Parties pursuant to the terms of the Agreement. If the
Intergovernmental Agreement between the Oakland County Treasurer and the State Land
Bank is terminated, this Agreement will automatically terminate once the winding up of the
affairs of the County Land Bank is completed.
6 PAYMENTS.
6.1 The Parties agree that initially there will be no charge by the County to the County Land
Bank for the County services set forth in Sections 3 and 4 of this Agreement. Payment
for the services set forth in Sections 3 and 4, and any amendments thereto, may be
revisited annually or at the request of the County.
6.2 Possible Additional Services and Costs. If the County is legally obligated for any reason,
e.g. subpoena, court order, or Freedom of Information Request, to search for, identify,
produce or testify regarding the County Land Bank’s records, data, or information that is
stored by the County relating to Services that the County Land Bank receives under this
Agreement, then the County Land Bank shall reimburse the County for all reasonable costs
the County incurs in searching for, identifying, producing or testifying regarding such
records, data, or information. The County may waive this requirement in its sole discretion.
6.3 If the County Land Bank, for any reason, fails to pay the County any monies when and as
due under this Agreement, the County Land Bank agrees that unless expressly prohibited by
law, the County or the Oakland County Treasurer, at their sole option, shall be entitled to set
off from any other County Land Bank funds that are in the County's possession for any
reason. This paragraph shall not limit the County Land Bank's legal right to dispute
whether the underlying amount retained by the County was actually due and owing under
this Agreement.
6.4 If the County chooses not to exercise its right to setoff or if any setoff is insufficient to fully
pay the County any amounts due and owing to the County under this Agreement, the 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 the 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.
6.5 Nothing in this Section shall operate to limit the County’s right to pursue or exercise any
other legal rights or remedies under this Agreement or at law against the County Land Bank
to secure payment of amounts due to the County under this Agreement. The remedies in this
Section shall be available to the County on an ongoing and successive basis if the County
Land Bank becomes delinquent in its payment. Notwithstanding any other term and condition
in this Agreement, if the County pursues any legal action in any court to secure its payment
under this Agreement, the County Land Bank agrees to pay all costs and expenses, including
Commented [CSA1]: This is the same as the term of the
Agreement with the State creating the OCLBA
Commented [DJW2R1]: SLBA agreement automaticcaly
renews for 5 years in perpetuity. Will we have to bring this back to
OC BOC every 5 years?
Commented [RJL3R1]: Chris will look into this for discussion
at the board meeting; if it isn’t illegal to automatically renew, we can
insert that language
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INTERLOCAL AGREEMENT
attorney fees and court costs, incurred by the County in the collection of any amount owed by
the County Land Bank.
6.6 Either Party’s decision to terminate and/or cancel this Agreement, or any one or more of the
individual Exhibits identified in this Agreement, shall not relieve the County Land Bank of
any payment obligation 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 ASSURANCES.
7.1 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.
7.2 Responsibility for Attorney Fees and Costs. Except as provided in this Agreement, 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.
7.3 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.
7.4 Costs, Fines, and Fees for Noncompliance. The County Land Bank shall be solely
responsible for all costs, fines, penalties, and fees associated with its acts or omissions
related to this Agreement and/or for noncompliance with this Agreement.
7.5 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.
7.6 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.
7.7 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.
8 USE OF CONFIDENTIAL INFORMATION
8.1 The Parties shall not reproduce, provide, disclose, or give access to Confidential
Information to the County or County Land Bank employees, agents, or contractors not
having a legitimate need to know the Confidential Information, or to any third-party.
The County and County Land Bank shall only use the Confidential Information for
performance of this Agreement. Notwithstanding the foregoing, the Parties may
disclose the Confidential Information if required by law, statute, or other legal process
provided that the Party required to disclose the information: (i) provides prompt written
notice of the impending disclosure to the other Party, (ii) provides reasonable
assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure
as is compelled or required. This Agreement imposes no obligation upon the Parties
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INTERLOCAL AGREEMENT
with respect to any Confidential Information when it can be established by legally
sufficient evidence that the Confidential Information: (i) was in possession of or was
known by prior to its receipt from the other Party, without any obligation to maintain
its confidentiality; or (ii) was obtained from a third party having the right to disclose it,
without an obligation to keep such information confidential.
8.2 Subject to any record retention laws or legal requirements, within five (5) business days after
receiving a written request from the other Party, or upon termination of this Agreement, the
receiving Party shall return or destroy all of the disclosing Party’s Confidential Information.
9 DISCLAIMER OF WARRANTIES.
9.1 COUNTY SERVICES, INCLUDING ANY GOODS, SERVICES, PARTS, SUPPLIES,
EQUIPMENT, OR OTHER ITEMS THAT ARE PROVIDED TO THE COUNTY LAND
BANK UNDER THIS AGREEMENT, ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS, “WITH ALL FAULTS.”
9.2 COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON- INFRINGEMENT.
9.3 COUNTY MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET THE
COUNTY LAND BANK’S REQUIREMENTS; OR (II) THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE, ACCURATE, OR ERROR-FREE.
10 LIMITATION OF LIABILITY.
10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY
OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,
AND/OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT,
REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES.
10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE COUNTY
UNDER THIS AGREEMENT (WHETHER BY REASON OF BREACH OF CONTRACT,
TORT, EQUITY, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY
THE COUNTY LAND BANK TO THE COUNTY WITH RESPECT TO THE
PARTICULAR SERVICE GIVING RISE TO SUCH LIABILITY.
11 DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance,
or nonperformance of this Agreement involving or affecting the Parties may first be submitted to
Oakland County Executive and County Land Bank’s Chairperson. Oakland County Executive
and County Land Bank’s Chairperson may promptly meet and confer in an effort to resolve such
dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted
to the chief executive officials of each Party or their designees. The chief executive officials or
their designees may meet promptly and confer in an effort to resolve such dispute.
12 TERMINATION OR CANCELLATION OF AGREEMENT.
12.1 Either Party may terminate or cancel this entire Agreement or any one of the Services
described herein, upon one hundred twenty (120) days written notice, if either Party
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INTERLOCAL AGREEMENT
decided, in its sole discretion, to terminate this Agreement for any reason including
convenience.
12.2 Early termination fees may apply to the County Land Bank if provided for in the Exhibits.
12.3 The effective date of termination and/or cancellation shall be clearly stated in the written
notice. Either the County Executive or the Board of Commissioners is authorized to
terminate this Agreement for County under this provision.
13 SUSPENSION OF SERVICES. County, through the County Executive, may immediately
suspend Services for any of the following reasons: (i) requests by law enforcement or other
governmental agencies; (ii) engagement by the County Land Bank in fraudulent or illegal activities
relating to the Services provided herein; (iii) breach of the terms and conditions of this Agreement;
or (iv) unexpected technical or security issues. The right to suspend Services is in addition to the
right to terminate or cancel this Agreement according to the provisions in Section 12. The County
shall not incur any penalty, expense or liability if Services are suspended under this Section.
14 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.
15 NO EMPLOYEE-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be
construed as creating an employee-employer relationship between the County and the
County Land Bank. At all times and for all purposes under this Agreement, the Parties’
relationship to each other is that of an independent contractor. Each Party will be solely
responsible for the acts of its own employees, contractors, agents, and servants during the
term of this Agreement. No liability, right or benefits arising out of an employer/employee
relationship, either express or implied, shall arise or accrue to either Party as a result of this
Agreement. The Parties acknowledge that all County employees who provide services under
this Agreement shall always be considered County employees and not employees of the
County Land Bank.
16 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.
17 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.
18 SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this
Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this
Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full
force.
19 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 in the
Exhibits or other documents that comprise this Agreement.
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INTERLOCAL AGREEMENT
20 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.
21 FORCE MAJEURE. Notwithstanding any other term or provision of this Agreement, neither
Party shall be liable to the other for any failure of performance hereunder if such failure is due to
any cause beyond the reasonable control of that Party and that Party cannot reasonably
accommodate or mitigate the effects of any such cause. Such cause shall include, without
limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars,
strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction,
action, or request of the United States government or of any other government. Reasonable notice
shall be given to the affected Party of any such event.
22 NOTICES. Except as otherwise provided in the Exhibits, 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.
22.1 If Notice is sent to County, it shall be addressed and sent to: 1) the Chairperson of the
Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan
48341, and 2) Corporation Counsel, Oakland County Office of Corporation Counsel, 1200
Telegraph Road, Building 14E, Pontiac, Michigan 48341
22.2 If Notice is sent to County Land Bank, it shall be addressed to: Oakland County Treasurer,
Chairperson of the Oakland County Land Bank, 1200 Telegraph Road, Dept 479, Pontiac,
Michigan 48341.
22.3 Either Party may change the individual to whom Notice is sent and/or the mailing address
by notifying the other Party in writing of the change.
23 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.
24 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 7); Use of Confidential Information (Section 8); Disclaimer of Warranties (Section 9);
Limitation of Liability (Section 10); Dispute Resolution (Section 11); No Employee-Employer
Relationship (Section 15); No Third-Party Beneficiaries (Section 16); No Implied Waiver (Section
17); Severability (Section 18); Precedence of Documents (Section 19); Force Majeure (Section 21);
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Governing Law/Consent to Jurisdiction and Venue (Section 23); Survival of Terms (Section 24);
Entire Agreement (Section 25).
25 ENTIRE AGREEMENT.
25.1 This Agreement represents the entire agreement and understanding between the Parties
regarding the Services described in the attached Exhibits. With regard to those Services,
this Agreement supersedes all other oral or written agreements between the Parties.
25.2 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, Robert Wittenberg, Chairperson of the Oakland County Land Bank
Authority hereby acknowledges that he has been authorized by a resolution of the Oakland County Land
Bank Authority, to execute this Agreement on behalf of County Land Bank and hereby accepts and
binds the Oakland County Land Bank Authority to the terms and conditions of this Agreement.
EXECUTED: ____________________________________ DATE: _______________
Robert Wittenberg, Chairperson
Oakland County Land Bank Authority
WITNESSED: ___________________________________ DATE: _______________
Print Name:__________________________
Title: ______________________________
IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland
County Board of Commissioners 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 T. Woodward, Chairperson
Oakland County Board of Commissioners
WITNESSED: ___________________________________ DATE: _______________
Oakland County Board of Commissioners
County of Oakland