HomeMy WebLinkAboutResolutions - 2023.06.15 - 38322
AGENDA ITEM: Park Operations Partnership Agreement with the City of Madison Heights
DEPARTMENT: Parks & Recreation
MEETING: Board of Commissioners
DATE: Thursday, June 15, 2023 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-3081 _ 23-109
Motion to adopt the attached suggested resolution.
ITEM CATEGORY SPONSORED BY
Resolution David Woodward, Gary McGillivray
INTRODUCTION AND BACKGROUND
The interlocal agreement between the City of Madison Heights and the Oakland County Parks and
Recreation Commission (OCPRC) establishes terms for the future operation, maintenance,
improvement, and management of real property dedicated to public recreation owned by the City
which will be incorporated within Red Oaks County Park. OCPRC will:
1. assume responsibility for Ambassador Park, a 7-acre public park located at 600 E Thirteen Mile
Road;
2. continue management of George W. Suarez Friendship Woods, located at 30330 Hales Road;
3, transfer grounds maintenance responsibilities from OCPRC to the City of Madison Heights at the
Youth Soccer Complex.
Approval of the legal agreement is a necessary step for the implementation of park improvement
projects authorized and funded under the Healthy Communities Park and Outdoor Recreation
Investment Plan approved by the Board of Commissioners on October 20, 2022. A Letter of Intent
between the parties regarding Ambassador Park was approved by the Economic Development and
Infrastructure Committee on October 12, 2022.
The agreement establishes a 20-year term with a transition period for implementation ending
concurrently with the County's FY23 calendar. The pre-existing lease between the parties for the
management and operation of the Friendship Woods property will be superseded to establish
consistent provisions for both properties. The new terms provide broader discretion to OCPRC to
manage the properties and facilities while releasing the City from cost-sharing responsibilities.
Upon execution of the agreement by all parties, OCPRC will proceed with planning, public
engagement, and the final design of park improvement projects funded under the Healthy
Communities Plan. Preliminary plans include the development of an innovative play and activity
area designed to create active interactions between multiple generations - especially children and
seniors.
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
Chris Ward, Director Parks & Recreation
ITEM REVIEW TRACKING
Chris Ward, Parks & Recreation Created/Initiated - 6/15/2023
David Woodward, Board of Commissioners Approved - 6/15/2023
Hilarie Chambers, Executive's Office Approved - 6/20/2023
Lisa Brown, Clerk/Register of Deeds Final Approval - 6/27/2023
AGENDA DEADLINE: 06/15/2023 6:00 PM
ATTACHMENTS
1. Red Oaks Exhibit A
2. FINAL VERSION--City of Madison Heights --Interlocal Agreement (Operation of Ambassador
Park and GWS Woods)
COMMITTEE TRACKING
2023-06-15 Full Board - Request Immediate Consideration; Adopt
Motioned by: Commissioner Yolanda Smith Charles
Seconded by: Commissioner Christine Long
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen
Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia
Gershenson, Janet Jackson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan
Johnson (17)
No: None (0)
Abstain: None (0)
Absent: Ajay Raman, Gary McGillivray (2)
Passed
June 15, 2023
RESOLUTION #2023-3081 _ 23-109
Sponsored By: David Woodward, Gary McGillivray
Parks & Recreation - Park Operations Partnership Agreement with the City of Madison Heights
Chair and Members of the Board:
WHEREAS an interlocal agreement with the City of Madison Heights is necessary to transition the
management of property currently known as Ambassador Park to the Oakland County Parks and
Recreation Commission for the implementation of park improvement projects authorized within the
Healthy Communities Parks and Outdoor Recreation Investment Plan approved by the Board of
Commissioners on October 22, 2022; and
WHEREAS the agreement will supersede the existing contract lease with the City of Madison Heights
for the management of George W. Suarez Friendship Woods to establish consistent terms and
conditions for both properties; and
WHEREAS the agreement provides for the transition of groundskeeping responsibilities from Oakland
County Parks to the City of Madison Heights at the Youth Soccer Complex.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves the Interlocal Partnership Agreement with the City of Madison Heights and authorizes the
Chair of the Board of Commissioners to execute the agreement on behalf of Oakland County upon its
approval by the Oakland County Parks and Recreation Commission and the City of Madison Heights.
BE IT FURTHER RESOLVED a budget amendment is not required.
Chair, the following Commissioners are sponsoring the foregoing Resolution: David Woodward,
Gary McGillivray.
Date: June 15, 2023
David Woodward, Commissioner
Date: June 20, 2023
Hilarie Chambers, Deputy County Executive II
Date: June 27, 2023
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
2023-06-15 Full Board - Request Immediate Consideration; Adopt
Motioned by Commissioner Yolanda Smith Charles seconded by Commissioner Christine Long to
Request Immediate Consideration Under New Business the attached Resolution: Park Operations
Partnership Agreement with the City of Madison Heights.
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson,
Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia
Gershenson, Janet Jackson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan
Johnson (17)
No: None (0)
Abstain: None (0)
Absent: Ajay Raman, Gary McGillivray (2)
Passed
ATTACHMENTS
1. Red Oaks Exhibit A
2. FINAL VERSION--City of Madison Heights --Interlocal Agreement (Operation of Ambassador
Park and GWS Woods)
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 June
15, 2023, 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 on Thursday, June 15, 2023.
Lisa Brown, Oakland County Clerk / Register of Deeds
EXHIBIT A
The Land consists of the following described real property along with the building, improvements and
trails located thereon:
Parcel: 25-12-254-048 (Nature Center)
Park of Northeast ¼ Sec�on 12, T1N, R11E, City of Madison Heights, Oakland County, Michigan described
as: Beginning at a point distant
N 88-24-09 W 714.12 FT, TH N 00-47-21 E 1487.22 FT, TH N 89-58-31 E 179.93 FT, TH N 00-50-22 W 59.99
FT, TH N 89-44-20 E 150.06 FT, TH N 00-41-51 E 460.05 FT, TH N 00-46-49 E 340.08 FT, TH S 89-52-38 W
158.10 FT, TH N 35-47-00 E 219.53 FT, TH S 37-12-32 E 41.64 FT, TH N 51-37-30 E 265.39 FT, TH N 31-23-
30 E 194.14 FT, TH S 82-27-00 E 80.29 FT TO BEG,
ALSO W 10 FT OF FOL DESC PARCEL BEG AT PT DIST N 88-39-00 W 1001.53 FT FROM E 1/4 COR, TH N 88-
39-00 W 668 FT, TH N 00-14-00 E 650.61 FT, TH S 88-39-00 E 670 FT, TH S 01-14-00 W 650.61 FT TO BEG,
ALSO BEG AT PT DIST N 82-27-00 W 1726.70 FT & S 00-38-00 W 1370.44 FT & W 710.65 FT & N 00-45-00
E 45.41 FT & E 180 FT & N 00-45-00 E 60 FT FROM NE SEC COR, TH N 00-45-00 E 20 FT, TH W 180 FT, TH
N 00-45-00 E 40 FT, TH E 330 FT, TH S 00-45-00 W 60 FT, TH W 150 FT TO BEG 35.88 A 11-5-09 FR 037 &
046
Parcel: 25-12-203-023 (Nature Center)
Park of Northeast ¼ Sec�on 12, T1N, R11E, City of Madison Heights, Oakland County, Michigan described
as: Beginning at a point distant
T1N, R11E, SEC 12 KILLORAN HEIGHTS SUB PART OF LOT 166, ALSO 1/2 OF VAC ALLEY ADJ TO SAME,
ALSO PART OF NE 1/4 OF SEC ALL DESC AS BEG AT PT DIST S 82-27-00 E 309.12 FT & S 00-43-39 W 60.43
FT & S 82-27-00 E 488.83 FT FROM N 1/4 COR OF SEC, TH S 82-27-00 E 110.42 FT, TH S 31-28-00 W
128.50 FT, TH S 52-18-48 W 99.21 FT, TH ALG CURVE TO LEFT, RAD 190 FT, CHORD BEARS N 20-16-10 E
51.28 FT, DIST OF 51.44 FT, TH N 07-39-11 E 137.88 FT TO BEG 1-11-08 FR 002 & 004
Parcel: 25-12-254-047 (Nature Center)
Park of Northeast ¼ Sec�on 12, T1N, R11E, City of Madison Heights, Oakland County, Michigan described
as: Beginning at a point distant
T1N, R11E, SEC 12 PART OF NE 1/4 BEG AT PT DIST N 82-27-00 W 2440.03 FT & S 00-45-00 W 898.84 FT &
N 89-54-44 E 147 FT FROM NE SEC COR, TH N 89-54-44 E 72 FT, TH S 00-45-00 W 100.33 FT, TH S 89-58-
57 W 72 FT, TH N 00-45-00 E 100.24 FT TO BEG,
ALSO BEG AT PT DIST N 82-27-00 W 2440.03 FT & S 00-45-00 W 898.84 FT & N 89-54-44 E 219 FT FROM
NE SEC COR, TH N 89-54-44 E 110.18 FT, TH S 01-05-56 W 100.47 FT, TH S 89-58-57 W 109.56 FT, TH N
00-45-00 E 100.33 FT TO BEG,
ALSO BEG AT PT DIST N 82-27-00 W 2440.03 FT & S 00-45-00 W 998.89 FT FROM NE SEC COR, TH E 330
FT, TH S 00-45-00 W 200 FT, TH W 330 FT, TH N 00-45-00 E 200 FT TO BEG 1.93 A 11-5-09 FR 035, 044 &
045
EXHIBIT A
Parcel: 25-12-128-031 (Ambassador Park)
Part of Northwest ¼ Sec�on 12, T1N, R11E, City of Madison Heights, Oakland County, Michigan
described as: Beginning at a point distant
T1N, R11E, SEC 12 PART OF NW 1/4 BEG AT PT DIST N 87-50-24 W 534.16 FT FROM N 1/4 COR, TH S 01-
26-45 W 1065.28 FT, TH S 41-02-49 W 89.37 FT, TH S 56-27-39 W 247.80 FT, TH N 01-26-45 E 1279.46 FT,
TH S 87-50-24 E 260.00 FT TO BEG 7.06 A
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MADISON HEIGHTS - INTERLOCAL AGREEMENT-FINAL VERSION
INTERLOCAL PARTNERSHIP AGREEMENT
FOR PARK OPERATION BETWEEN
THE COUNTY OF OAKLAND
AND
THE CITY OF MADISON HEIGHTS
This Agreement (the "Agreement") is made between the County of Oakland, a Constitutional and
Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), by, through, and
administered by its statutory agent the Oakland County Parks and Recreation Commission (“OCPRC”)
and the City of Madison Heights, 300 West Thirteen Mile, Madison Heights, Michigan 48071 (“City”).
County and the City may also be referred to jointly as "Parties".
INTRODUCTION AND PURPOSE OF AGREEMENT.
A. On February 3, 2022, the City and the County entered into a lease for OCPRC to operate,
manage, plan, and maintain certain real property and a building as a public park, natural
preservation area, and nature center located at 30300 Hales Street, Madison Heights, Michigan
48071, known as the George W. Suarez Friendship Woods at Red Oaks County Park.
B. On September 7, 2022, the City and the County executed a letter of intent expressing a desire
to negotiate a mutually acceptable agreement for OCPRC to operate, manage, plan, and
maintain approximately 7 acres of real property located at 600 E. Thirteen Mile Road, Madison
Heights, Michigan, 48071, known as Ambassador Park.
C. To fund park improvements in areas most disproportionally impacted by the COVID 19
pandemic, OCPRC created the Healthy Communities Park and Outdoor Recreation Investment
Plan (“Plan”), which utilizes the Coronavirus Local Fiscal Recovery Fund and OCPRC monies.
These funds were leveraged by commitments from local governments with long term
operational agreements to facilitate the expansion of the OCPRC Park System to incorporate
additional parks, including parks in the City.
D. In October 2022, the Oakland County Board of Commissioners appropriated Fifteen Million
($15,000,000) dollars of Coronavirus Local Fiscal Recovery Fund monies, in Miscellaneous
Resolution #22-338, to fund and support the Plan.
E. The Parties now desire to terminate the February 3, 2022 lease relating to the George W. Suarez
Friendship Woods lease and enter into this Agreement to effectuate the Plan, streamline the use
of Coronavirus Local Fiscal Recovery Fund and OCPRC monies, delineate duties and
responsibilities between the Parties with respect to operation, management, planning, and
maintenance of George W. Suarez Friendship Woods and Ambassador Park.
F. The Parties also desire to terminate the Grounds Maintenance Agreement for the Red Oaks
Youth Soccer Complex dated January 24, 2011.
The Parties agree to the following terms and conditions:
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, addendum, or exhibit approved
in accordance with Section 2.
1.2. Capital Improvement Project means a project that: (1) costs Thirty Thousand ($30,000)
dollars or more and (2) extends the life cycle of an existing facility or asset; replaces,
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MADISON HEIGHTS - INTERLOCAL AGREEMENT-FINAL VERSION
renovates, or remodels an existing facility or asset; or adds a new facility or asset.
1.3. City means the City of Madison Heights, its Council, departments, divisions, elected and
appointed officials, board members, commissioners, authorities, committees, employees,
agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors.
1.4. City Employee means any City employee, officer, manager, volunteer, attorney, contractor,
subcontractor, and/or any such person’s successors or predecessors (whether such persons
act or acted in their personal, representative, or official capacities). "City Employee" shall
also include any person who was a City Employee at any time during the term of this
Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity.
1.5. Claims means 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 a Party, or for which a party 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.
1.6. County means Oakland County, a Municipal and Constitutional Corporation, including,
but not limited to, all of its departments, divisions, the County Board of Commissioners,
elected and appointed officials, directors, board members, council members,
commissioners, authorities, committees, employees, agents, volunteers, and/or any such
persons’ successors.
1.7. County Employee means any County employee, officer, manager, volunteer, attorney,
contractor, subcontractor, and/or any such person’s successors or predecessors (whether
such persons act or acted in their personal, representative, or official capacities). "County
Employee" shall also include any person who was a County Employee at any time during
the term of this Agreement but, for any reason, is no longer employed, appointed, or elected
in that capacity.
1.8. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.9. Effective Date. The date all Parties sign the Agreement.
1.10. Exhibits means the following documents, which this Agreement includes and incorporates:
1.10.1. Exhibit A: describes and depicts the Premises.
1.11. OCPRC means the Oakland County Parks and Recreation Commission, as established by
resolution of the Oakland County Board of Commissioners pursuant to Public Act 261 of
1965, MCL 46.351, et seq.
1.12. Park means the park operated and managed by OCPRC on the Premises.
1.13. Park Fees and Charges means the following fees and charges: (1) equipment/facility rental
fees, (2) event program fees, (3) sponsorship of events/programs by third parties, and (4) and
all other fees and charges charged and collected by OCPRC associated with the use of the Park.
1.14. Park Revenue means the monies generated from the Park Fees and Charges received by
OCPRC and grants, gifts, and donations received by OCPRC or by the City for the Park.
1.15. Premises means the real property that is described and depicted in Exhibit A.
1.16. Transition Period means a period of time commencing on the Effective Date and ending
on September 30, 2023, or the date the City Council approves the Park Action Plan (as
described in Section 4.7), whichever occurs last.
2. AGREEMENT TERM/PROPERTY DESCRIPTION & TERMINATION.
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MADISON HEIGHTS - INTERLOCAL AGREEMENT-FINAL VERSION
2.1. Agreement Term.
2.1.1. Initial Term. This Agreement shall commence on the Effective Date and end twenty
(20) years from the Effective Date (“Initial Term”).
2.1.2. Renewal Term. On the date the Initial Term ends, this Agreement shall automatically
renew, without action of either Party, for twenty (20) years (“Renewal Term”).
However, if either Party provides written notice to the other Party, at least one hundred
eighty (180) days before the end of the Initial Term, of its desire that the Agreement
not renew, then the Agreement shall end on the last day of the Initial Term.
2.1.3. Non-Renewal of Agreement. The non-renewal of this Agreement pursuant to this
Section shall not be deemed a termination of this Agreement under Section 2.7.
2.1.4. Continuation of Terms and Conditions. The terms and conditions contained in this
Agreement shall not change during the Initial Term or Renewal Term, unless mutually
agreed to by the parties in writing.
2.1.5. Approval of Agreement. The approval and terms of this Agreement and any
amendments thereto 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.
2.2. Agreement Amendments. All amendments or modifications to this Agreement shall be in
writing and approved and filed as set forth in Section 2.1.
2.3. Property Subject to Agreement. The City grants the County use of the Premises for the
purposes and according to the terms and conditions set forth herein.
2.4. Use of Premises. On the date the Transition Period ends, OCPRC shall have care, control,
and use of the Premises to operate, manage, plan, maintain, and improve the Premises for
public recreation activities, as further described and delineated herein, and to provide other
recreation activities mutually agreed upon by the Parties. OCRPC shall obtain the City’s
prior consent, in writing, to use the Premises for any purpose not described herein, such
consent shall be given by the City’s Representative.
2.5. Fee for Use of Premises. The County shall not pay a monetary fee for the use of the
Premises. The Parties acknowledge that the services provided by the County during this
Agreement are adequate consideration for this Agreement.
2.6. Designation of Park & Name of Park & Park Facilities. During this Agreement, the
park premises shall be designated as Red Oaks County Park. OCPRC may, with consent
of the City’s Representative, designate a name for major park amenities and facilities
within the Park.
2.7. Termination/Expiration.
2.7.1. Termination by the City. The City may terminate this Agreement, at any time, if
OCPRC is notified in writing at least one hundred eighty (180) days prior to the
effective date of termination and any one of the following occur: (1) the Premises
are no longer being used for the purposes identified in this Agreement; (2) OCPRC
provided the City with information at any time during this Agreement that was false
or fraudulent; or (3) OCPRC materially fails to perform any of its obligations under
this Agreement, and such failure is not cured within ninety (90) calendar days after
written notice of default to OCPRC.
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MADISON HEIGHTS - INTERLOCAL AGREEMENT-FINAL VERSION
2.7.1.1. Termination by the City in Absence of Default/Breach. If the City
terminates this Agreement, in the absence of default or breach by
OCPRC, then the City shall reimburse OCPRC the amount of the non-
depreciated value of Capital Improvement Projects to the Park, paid for
by OCPRC, on the date of the termination notice.
2.7.1.2. Termination by the City for Default/Breach. If the City terminates this
Agreement for default or breach by OCPRC, then the City does not have
to reimburse OCPRC the non-depreciated value of Capital Improvement
Projects to the Park paid for by OCPRC.
2.7.2. Termination by OCPRC. OCPRC may terminate this, at any time, if the City is
notified in writing at least one hundred eighty (180) days prior to the effective date
of termination and any one of the following occur: (1) the Premises are no longer
being used for the purposes identified in this Agreement; (2) the City provided
OCPRC with information, at any time during the Agreement term, that was false or
fraudulent; (3) the City materially fails to perform any of its obligations under this
Agreement, and such failure is not cured within ninety (90) calendar days after
written notice of default to the City.
2.7.2.1. Termination by OCPRC in Absence of Default/Breach. If OCPRC
terminates this Agreement in absence of default or breach by the City,
then the City does not have to reimburse OCPRC the non-depreciated
value of Capital Improvement Projects to the Park paid for by OCPRC.
2.7.2.2. Termination by OCPRC for Default/Breach. If OCPRC terminates this
Agreement for default or breach of the City, then the City shall reimburse
OCPRC the amount of the non-depreciated value of Capital Improvement
Projects to the Park, paid for by OCPRC, on the date of the termination
notice.
2.7.3. Disposition of Personal Property Upon Expiration/Termination of Agreement.
Upon expiration or termination of this Agreement, for any reason, each Party shall
retain ownership of personal property purchased by them, unless the Parties agree
in writing otherwise. “Personal property” does not include buildings, fixtures, or
Capital Improvements as described in Section 4.4.
2.7.4. Condition of Park Upon Expiration/Termination of Agreement. Upon the
expiration or termination of this Agreement, OCPRC shall cease all Park
management and operation, surrender the Premises to the City, and cooperatively
work with the City to transfer Park management and operation.
2.7.5. Payment for Non-Depreciated Capital Improvement Projects Upon
Agreement Expiration. If the Agreement is not renewed at the end of the Initial
Term for the Renewal Term, then the City shall reimburse OCPRC the amount of
the non-depreciated value of Capital Improvement Projects to the Park, paid for
by OCPRC with non-Coronavirus Local Fiscal Recovery Fund monies, on the date
the Agreement expires. Upon the expiration of the Renewal Term, the City shall
not reimburse OCPRC the amount of the non-depreciated value of Capital
Improvement Projects to the Park, paid for by OCPRC.
3. TRANSITION PERIOD.
3.1. Transition Period. This Agreement includes a Transition Period. During the Transition
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MADISON HEIGHTS - INTERLOCAL AGREEMENT-FINAL VERSION
Period, the Parties shall work cooperatively to facilitate the transfer of Park management
and operations to OCPRC.
3.2. Park Information.
3.2.1. Grants & Endowments. Within thirty (30) days of the Effective Date, the City
shall provide OCPRC copies of all grant agreements, endowment agreements, or
other agreements that impose restrictions and conditions upon the Premises and its
use.
3.2.2 Agreements between the City and Third Parties. Within thirty (30) days of the
Effective Date, the City shall provide OCPRC copies of all third-party agreements
relating to the use, management, or operation of the Premises, if any. OCPRC is not
under any obligation to assume any third-party agreements relating to the
management or operation of the Premises.
3.3. Rights and Obligations During the Transition Period.
3.3.1. Park Operation and Maintenance During Transition Period. During the
Transition Period, the City shall be responsible to operate and maintain the Park and
to pay for all costs associated therewith, except that OCPRC shall be responsible to
operate and maintain the George W. Suarez Friendship Woods at Red Oaks County
Park in the same manner as provided in the February 3, 2022 lease until the end of
the Transition Period.
3.3.2. County Right to Access the Premises. During the Transition Period, the County
may access the Premises to perform maintenance, restoration, repairs, and
improvements to the Premises, mutually agreed to by the Parties in writing.
3.3.3. Premises Inspections. During the Transition Period, the County shall inspect the
infrastructure and conditions of the Park, including but not limited to the condition
of utilities and their connections, the parking lot, trees, restrooms, playground
equipment, trails and pathways, boat launch, and dock. The inspection shall be
codified in a document to illustrate the condition of the Premises at the end of the
Transition Period.
3.3.4. Park Planning. After the conclusion of the Transition Period, the County shall:
(1) assume primary responsibility for Park planning, (2) regularly consult with
the City about such planning, and (3) organize at least two (2) community forums
in the City during the Transition Period to hear suggestions from City residents.
3.3.5. Park Programming. During the Transition Period, OCPRC may organize and host
mutually agreed upon recreation programs, events, volunteer activities, and other
activities.
3.4. Environmental Condition.
3.4.1. Environmental Assessments. During the Transition Period, OCPRC shall examine
the Premises and perform a Phase I Environmental Site Assessment (ESA), Phase II
ESA, and any additional environmental assessments that OCPRC deems necessary,
in its sole discretion and at its sole cost.
3.4.2. Copies of Environmental Assessments. Upon request by the City, OCPRC will
provide the City with a copy of the Phase I ESA, Phase II ESA, and any other
environmental assessments. OCRPC shall take possession of the Premises subject to
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MADISON HEIGHTS - INTERLOCAL AGREEMENT-FINAL VERSION
the Phase I ESA, the Phase II ESA, and any other environmental assessments
performed pursuant to this Section.
3.5. Termination Related to Environmental Assessments. Notwithstanding any other
provision, OCPRC may terminate this Agreement prior to the end of the Transition
Period, if OCPRC is not satisfied with the condition of the Premises as evidenced by the
Phase I ESA, the Phase II ESA or other environmental assessment performed pursuant to
this Section.
4. PARK GOVERANCE & OPERATIONS.
4.1. Agreement Administration. The City Manager or their successor or their written
designee is the City’s Agreement Administrator (hereinafter “the City’s Representative”).
The OCPRC Director or their successor or their written designee is OCPRC’s Agreement
Administrator (hereinafter “OCPRC’s Representative”). Each Party must notify the other
of their written designees.
4.2. Disputes. All disputes arising under or relating to the interpretation, performance, or
nonperformance of this Agreement involving or affecting the Parties shall first be
submitted to the City Representative and the OCRPC Representative for possible
resolution. If the City Representative and the OCPRC Representative cannot resolve the
dispute, then the Parties shall submit the dispute to the County attorney and City attorney
for resolution. If the attorneys cannot resolve the dispute, then the Parties shall submit
the dispute to mediation or arbitration.
4.3. Park Management and Operations. Except as otherwise provided by this Agreement,
OCPRC shall manage and operate the Park in a manner consistent with other OCPRC Parks,
OCPRC policies, the OCPRC 5-Year Parks and Recreation Master Plan (“OCPRC Master
Plan”), and the plans and programs set forth and described herein. The OCPRC Master Plan
can be found on the OCPRC website and includes the following core values: (a) Diversity,
Equity, and Inclusion, (b) Health and Wellness, (c) Environmental Sustainability and
Natural Resource Stewardship, and (d) Fiscal Responsibility and Organizational
Excellence. OCPRC shall manage and operate the Park with OCPRC staff, volunteers, and
contractors.
4.4. Park Improvement Projects. OCPRC shall be responsible to provide and perform (either
directly or through third parties) improvements for the Park. This responsibility and the
costs associated therewith shall be addressed in the plans and programs set forth and
described herein. All Capital Improvement Projects shall become an integral part of the
Premises and shall be owned by the City. OCPRC shall provide an annual report on the
Capital Improvement Projects completed in the Park to the City’s Representative.
4.5. Park Maintenance/Repairs. OCPRC shall be responsible to provide and perform (either
directly or through third parties) maintenance and repairs for the Park. This responsibility
and the costs associated therewith shall be addressed in the plans and programs set forth
and described herein.
4.6. Park Utilities and Services. OCPRC shall be responsible to provide the utilities and
services it deems necessary for the operation of the Park. The provision of and costs for
the utilities shall be set forth in the plans and programs set forth and described herein.
However, OCPRC shall not authorize or approve any easements or other encumbrances
to, on, or across the Park or the Premises unless mutually agreed to by the parties in
writing.
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MADISON HEIGHTS - INTERLOCAL AGREEMENT-FINAL VERSION
4.7. Park Action Plan. By March 31, 2024, OCPRC shall create a Park Action Plan. The Park
Action Plan shall be created pursuant to OCPRC’s current policies and procedures, but shall
include provisions related to the City of Madison Heights Parks and Recreation Master Plan.
Once completed, OCPRC shall submit the Park Action Plan to the City Representative for
comments and recommendations. The Park Action Plan shall not be approved or
implemented by OCPRC without prior written approval by the City Representative and a
majority vote of the City’s City Council. The City Representative shall submit its comments
and recommendations to the OCPRC Representative within thirty (30) Days of receipt of the
Park Action Plan. OCPRC Representative shall review and consider the City
Representative’s comments and recommendations and shall endeavor to address all
comments and recommendations. Notwithstanding any other provision, if the City Council
does not approve the Park Action Plan by June 30, 2024, the County may terminate this
Agreement. Such termination shall not be deemed a breach or default of the City.
Modifications to the Park Action Plan shall be codified according to the procedure set forth
in this Section.
4.8. Park Capital Improvement Plan. When OCPRC deems necessary, OCPRC shall create
a Park Capital Improvement Plan (“CIP”) forecasting Capital Improvement Projects for a
five (5) year period. The CIP shall be created pursuant to OCPRC’s current policies and
procedures and shall be included in OCPRC’s annual CIP. Once completed, OCPRC shall
submit the CIP, applicable to the Park, to the City Representative for comments and
recommendations. The City Representative shall submit its comments and
recommendations to the OCPRC Representative within forty-five (45) Days of receipt of
the CIP. OCPRC shall review and consider the City Representative’s comments and
recommendations and shall endeavor to address all comments and recommendations;
however, OCPRC is not obligated to incorporate such comments and recommendations
into the CIP. After receiving the City Representative’s written approval of the CIP,
OCPRC shall commence to have the CIP adopted and implemented pursuant to its policies
and procedures. Modifications to the CIP shall be codified according to the procedure set
forth in this Section.
4.9. Park Access/Parking. OCPRC shall be responsible to determine how Park patrons will
access the Park (ingress to and egress from the Park). This responsibility and the costs
associated therewith shall be addressed in the plans and programs set forth and described
herein. In no event shall any resident of the City incur any fee or charge for entering the
Park or Premises or for parking their car in or on the Park or Premises.
4.10. Endangered Species. OCPRC acknowledges that the Premises or portions thereof may be
subject to restrictions or closures, if endangered species are present.
4.11. Park Rules. During this Agreement, the Park and Premises shall be subject to OCPRC
Rules and Regulations and OCPRC policies and procedures, except as otherwise
provided by this Agreement.
4.12. Signs. OCPRC shall be responsible for and is permitted to erect signs to identify the Park
and features/structures located therein and to erect other signs that are typical and/or
necessary at a public park of this nature.
4.13. Volunteers. OCPRC will use volunteers at the Park in various capacities, including existing
volunteers and volunteer groups. All volunteers providing volunteer service at the Park shall
become part of OCPRC’s volunteer program.
4.14. Sponsorship of Events/Programs at Park by Third Parties. Without approval from the
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City, OCPRC may solicit or accept sponsorship of events/programs at the Park by third-
parties, pursuant to OCPRC’s policies and procedures.
4.15. Use of Park by Third Parties. Notwithstanding any other provision in this Agreement,
OCRPC may license use of the Park to third parties for events or programs, without
approval from and notification to the City. OCPRC shall allow such use via written
agreement with the third party, pursuant to OCPRC’s policies and procedures. OCPRC
shall notify the City in writing of events and programs of significant size. To avoid
scheduling conflicts at the Park, all third parties desiring to use the Park for events or
programs shall schedule such use through OCPRC. The written agreement for use of the
Park by third parties shall also include the City as an indemnified party and additional
insured as well, if insurance is required.
4.16. Use of Park by the City. The City may use the Park for City-sponsored events or programs
at no cost, charge, or fee, if such use does not conflict with scheduled events or programs.
To avoid scheduling conflicts at the Park, the City shall reserve use of the Park for its
events or programs, through OCPRC. The City shall be responsible for all costs associated
with the setup, operation, and cleanup of such events or programs.
5. PARK FINANCES.
5.1. Initial OCPRC Investment. The County shall make an initial investment of, not less than
One Million Five Hundred Thousand ($1,500,000) dollars, for Park operations,
management, planning, maintenance, and improvements (“Initial Park Investment”).
5.2. Establishment of Park Fees & Charges. OCPRC shall establish all Park Fees and Charges
at the Park. The Park Fees and Charges shall be created, adopted, and implemented pursuant
to OCPRC’s current policies and procedures. Notwithstanding any other provision in this
Agreement, at no time shall City Residents and Oakland County Residents be charged a fee
for entry into the Park or the Premises or for parking at the Park or on the Premises.
5.3. Park Revenue. Subject to applicable law, all Park Revenue shall be paid to OCPRC and
shall be deemed OCPRC’s. OCPRC shall record the monies of all Park Revenue according
to generally accepted accounting principles and in a manner similar to how OCPRC records
other revenue it collects and receives.
5.4. Annual Accounting and Audits. OCPRC shall provide the City with an annual
accounting of Park Revenue consistent with OCPRC’s policies and procedures. The City
has the right to annually review and audit OCPRC’s records related to Park Revenue.
5.5. Park Grants.
5.5.1. Existing Grants. The City has received three Michigan Department of Natural
Resources grants relating to property acquisition and development: December
15, 1982 State Recreation Land Acquisition Trust Fund MLTF#492 – Simonds
Woods Nature Area Trust Fund Project Agreement; June 1, 1994 Protecting
Michigan’s Future Recreation Bond Program BF93-090 – Suarez Woods Nature
Center Development Project Agreement; and July 7, 1999 Michigan Natural
Resources Trust Fund TF97-032 – Suarez Woods Parks Expansion. As a
condition of this Agreement, the City affirms its grant obligations and the County
agrees to the terms, promises, conditions, and assurances set forth in the terms
and conditions of these three grant agreements.
5.5.2. Future Grants. The Parties shall use their best efforts to work together to secure
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grant funding for Park expansion, development, improvements, operation, and
maintenance. OCPRC shall be responsible for applying for and managing grants
related to the Park.
6. ASSURANCES/LIABILITY/INSURANCE.
6.1. Title to Premises. The City warrants that it has fee simple title to the Premises and the
authority to enter into this Agreement. The City, at its sole expense, shall defend
(including payment of attorney fees) OCPRC against any Claim challenging the City’s
right to execute this Agreement or OCPRC’s use of the Premises as set forth herein.
6.2. Liability for Claims. Except as otherwise provided herein, 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, volunteers, officers, or officials arising under or related to this Agreement.
6.3. Liability for Claims Prior to the Agreement Effective Date. The City shall be solely
responsible for and shall defend (including payment of attorney fees) OCPRC against, at
the City’s sole expense, any Claim that occurred prior to the Effective Date or that was
incurred but not reported prior to the Effective Date, except for Claims arising from
OCPRC’s use of the “Nature Center” portion of the Premises, as described in Exhibit A,
since the October 1, 2012 and February 3, 2022 lease of the George W. Suarez Friendship
Woods at Red Oaks County Park.
6.4. Liability for Environmental Matters. Notwithstanding any other provision, OCRPC shall
not be responsible to perform or pay for remediation or clean-up of any environmental
contamination on or around the Premises, which existed on the Premises prior to the
Effective Date and/or discovered by the Phase I ESA, Phase II ESA, or any other
environmental assessments performed pursuant to this Section 3, except for remediation or
clean-up arising from OCRPC’s use of the “Nature Center” portion of the Premises, as
described in Exhibit A, since the October 1, 2012 and February 3, 2022 lease of the George
W. Suarez Friendship Woods at Red Oaks County Park.
6.5. Legal Representation. Except as provided herein, each Party shall seek its own legal
representation and bear the costs associated with such representation, including judgments
and attorney fees, for any Claim that may arise from the performance of this Agreement.
6.6. Responsibility for Costs/Fines/Fees. Each Party shall be solely responsible for all costs,
fines, and fees associated with any acts or omissions by its employees, volunteers, officers,
or officials arising under or related to this Agreement.
6.7. No Indemnification/Reimbursement. 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.
6.8. Governmental Function/Reservation of Rights. Performance of this Agreement is a
governmental function and government service. 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.
6.9. 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.
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6.10. Insurance.
6.10.1. Except for the insurance set forth in Section 6.10.2 and Section 6.10.3, this
Agreement does not require either Party to obtain insurance to cover loss
exposures associated with this Agreement and the Park. Each Party is solely
responsible to determine whether it will obtain insurance, and in what amounts,
to cover loss exposures associated with this Agreement and the Park.
6.10.2. If a Party purchases a special event insurance policy for use the Premises, for
whatever reason, then the Party shall name the other Party and its boards,
commissions, elected and appointed officers/officials, employees, and volunteers
as “additional insureds” on such policy.
6.10.3. The City, at its sole cost, shall obtain real property insurance for existing buildings
and structures located on the Premises and for any future buildings and structures
located on the Premises whether built by the City or OCPRC. If a building or
structure that is covered by the City’s real property insurance is damaged or
destroyed, OCPRC shall repair or replace the building or structure and the City
shall reimburse OCPRC for all costs associated with the repair or replacement of
such building or structure. OCPRC shall invoice the City for the costs of the repair
or replacement and the City shall pay such invoice within thirty (30) calendar
Days.
6.11. Waste. OCPRC shall not commit or allow to be committed any waste or nuisance on the
Premises and will not use, or allow the Premises to be used, for any unlawful purpose.
6.12. Compliance with Laws.
6.12.1. OCPRC shall comply with all applicable federal, state, or local laws, regulations,
rules, and ordinances related to the operation, management, planning, maintenance,
and improvement of the Premises and Park. OCPRC shall obtain any necessary
permits regarding its use of the Premises.
6.12.2. OCPRC acknowledges that any violations of the federal, state, or local regulations
or convictions of any resource violations may be considered a default by OCPRC
and the City may terminate this Agreement, as provided herein.
6.12.3. The Parties acknowledge that the Initial Park Investment are monies from the
Coronavirus Local Fiscal Recovery Fund allocated to the County pursuant to the
American Rescue Plan Act of 2021. The County has determined that the work to be
performed with the Initial Park Investment are government services that fit into the
loss revenue eligible use category under the Department of Treasury Final Rule
implementing the Coronavirus State Fiscal Recovery Fund and the Coronavirus
Local Fiscal Recovery Fund established under the American Rescue Plan of 2021.
31 CFR §35.6(d) (2023).
6.13. Authorization. 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. GENERAL TERMS AND CONDITIONS.
7.1. No Interest in Premises. Through this Agreement, OCPRC shall have no title interest in
and/or to the Premises or any portion thereof and has not, does not, and will not claim any
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such title or any easement over the Premises.
7.2. 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. For purposes of
this Section, consent for the County shall be given by the OCPRC Director or his/her
successor and consent for the City shall be given by the City Representative.
7.3. No Employee-Employer Relationship. Nothing in this Agreement shall be construed as
creating an employer-employee relationship between County and the City.
7.4. 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.
7.5. 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.
7.6. 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.
7.7. 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.
7.8. 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, floods, 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.
7.9. Notices. Notices given under this Agreement shall be in writing and shall be personally
delivered, sent by express delivery service, certified mail, or first-class U.S. mail postage
prepaid, and addressed to the person listed below. Notice will be deemed given on the date
when one of the following first occur: (i) the date of actual receipt; (ii) the next business day
when notice is sent express delivery service or personal delivery; or (iii) three days after
mailing certified U.S. mail.
7.9.1. If Notice is sent to County, it shall be addressed and sent to: OCPRC Director, 2800
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Watkins Lake Road, Waterford, Michigan 48328 and the Chairperson of the Oakland
County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan
48341.
7.9.2. If Notice is sent to the City, it shall be addressed and sent to City Manager, City of
Madison Heights 300 West 13 Mile Road, Madison Heights, MI 48071.
7.9.3. 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.
7.10. 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.
7.11. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original agreement, but all of which together shall constitute one
Agreement. Copies (photo, fax, or electronic) of signatures to this Agreement will be
deemed originals and may be relied on to the same extent as originals.
7.12. Entire Agreement. This Agreement represents the entire agreement and understanding
between the Parties regarding the maintenance, operation, and management of the Park and
the Premises. This Agreement supersede all other oral or written agreements between the
Parties regarding that subject matter. 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.
The Parties agree and acknowledge that upon the date the Transition Period ends the
February 3, 2022 lease for the George W. Suarez Friendship Woods at Red Oaks County
Park shall terminate and that the January 24, 2011 Grounds Maintenance Agreement for
the Red Oaks Youth Soccer Complex shall terminate. Upon termination of the Grounds
Maintenance Agreement, OCPRC shall remove all OCPRC signage from the Youth Soccer
Complex.
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IN WITNESS WHEREOF, ______________________________________has been authorized by a resolution of
the City, to execute this Agreement.
EXECUTED: ____________________________________ DATE:______________
WITNESSED:_____________________________________ DATE:______________
IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners,
has been authorized by a resolution of the Oakland County Board of Commissioners to execute this
Agreement.
EXECUTED: ____________________________________ DATE: ______________
David T. Woodward, Chairperson
Oakland County Board of Commissioners
WITNESSED: _____________________________________ DATE: _______________
EXECUTED: ____________________________________ DATE: ______________
Gary McGillivray, Chairperson
Oakland County Parks and Recreation Commission
WITNESSED: _____________________________________ DATE: _______________