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Interlocal Agreements - 2023.08.03 - 40471
CITY OF OAK PARK, MICHIGAN SPECIAL COUNCIL MEETING OF THE 39th OAK PARK CITY COUNCIL July 17, 2023 6:00 PM MINUTES Mayor McClellan called the special meeting to order at 6:03 p.m. in the Executive Conference Room of Oak Park City Hall, 14000 Oak Park Boulevard, Oak Park, MI 48237. (248) 691-7544. PRESENT: Mayor McClellan, Mayor ProTem Edgar, Council Member Whitehead, Council Member Burns, Council Member Radner ABSENT: None OTHERS PRESENT: City Manager Tungate, City Clerk Norris, City Attorney Duff SPECIAL BUSINESS: (AGENDA ITEM A) Consider accepting an agreement with Oakland County regarding Shepherd Park. SCM-07-223-23 (AGENDA ITEM A) MOTION TO APPROVE AN INTERLOCAL PARTNERSHIP AGREEMENT FOR A PORTION OF DAVID H. SHEPHERD PARK WITH OAKLAND COUNTY AND TO AUTHORIZE THE CITY MANAGER TO SIGN THE AGREEMENT ON BEHALF OF THE CITY - APPROVED Motion by Radner, seconded by Burns, CARRIED UNANIMOUSLY, to approve an Interlocal Partnership Agreement for a portion of David H. Shepherd Park with Oakland County and to authorize the City Manager to sign the agreement on behalf of the city. Roll Call Vote: Yes: McClellan, Edgar, Burns, Radner, Whitehead No: None Absent: None MOTION DECLARED ADOPTED (AGENDA ITEM B) Consider Ballot Proposal language for the November 7, 2023 General Election. SCM-07-224-23 (AGENDA ITEM B) RESOLUTION APPROVING BALLOT PROPOSAL LANGUAGE FOR THE NOVEMBER 7, 2023 GENERAL ELECTION - APPROVED Motion by Burns, seconded by Edgar, CARRIED UNANIMOUSLY, to adopt the following resolution approving ballot proposal language for the November 7, 2023 General Election: Special Council Meeting July 17, 2023 Page 2 CITY OF OAK PARK OAKLAND COUNTY, MICHIGAN RESOLUTION APPROVING LANGUAGE FOR BALLOT PROPOSALS BE IT RESOLVED by the City Council of the City of Oak Park, Michigan, that: 1. At the November 7, 2023 General Election, in addition to any other matters which may appear on the ballot, the following proposal shall be submitted to the qualified electors of the City of Oak Park: BALLOT PROPOSAL No. 23-01 RECREATION MILLAGE PROPOSITION This ballot proposition, if approved, will authorize the levy of 2.4033 mills of the City of Oak Park Charter- authorized millage, which has been reduced by operation of Section 31 of Article IX of the State Constitution of 1963, the so-called Headlee amendment, by levying 2.4033 mills for a period of ten (10) years, from 2023 through 2032, inclusive. Revenues from this millage will be available only for the purpose of funding capital improvements for facilities, parks, amenities, and general operating costs for the Department of Recreation, and paying any and all other costs associated with or related to such purposes. Shall the City of Oak Park, Oakland County, Michigan, be authorized to increase its tax levy by 2.4033 mills on each dollar ($1.00 per $1,000) of the taxable value of all property in the City, for a period of ten (10) years, from 2023 through 2032, inclusive, thereby increasing the Charter-authorized millage in excess of the limit to which it has been reduced by Section 31 of Article IX of the State Constitution of 1963, all of which tax revenues will be disbursed to the City of Oak Park and used for the purpose of funding capital improvements for facilities, parks, amenities and general operating costs for the Department of Recreation, and paying any and all other costs associated with or related to such purposes? The 2.4033 mills will raise the sum of approximately $1,560,863 in 2023. Yes No BALLOT PROPOSAL No. 23-02 GENERAL OBLIGATION BONDING PROPOSITION This ballot proposition, if approved, will authorize the City of Oak Park to issue its general obligation unlimited tax bonds, in one or more series, for a period not to exceed twenty-five (25) years for each series, for the purpose of paying all or any part of the costs of constructing, reconstructing, and remodeling the community center, recreation center, and Department of Recreation building; furnishing, refurnishing, equipping and reequipping a new and remodeled community and recreation center; demolishing certain existing facilities; preparing, developing and improving sites, including entrances, approaches, parking facilities, and landscaping; and acquiring all necessary rights in land, together with all necessary and related costs. Special Council Meeting July 17, 2023 Page 3 Shall the City of Oak Park, County of Oakland, Michigan, borrow the principal amount of not to exceed ($40,000,000), and issue its general obligation unlimited tax bonds therefor, in one or more series, for a period not to exceed twenty-five (25) years for each series, for the purpose of paying all or any part of the costs of constructing, reconstructing, and remodeling the community center, recreation center, and Department of Recreation building; furnishing, refurnishing, equipping and reequipping a new and remodeled community and recreation center; demolishing certain existing facilities; preparing, developing and improving sites, including entrances, approaches, parking facilities, and landscaping; and acquiring all necessary rights in land, together with all necessary and related costs? The estimated millage that will be levied for the proposed bonds in the first full year that the levy is authorized is 2 mills, and the estimated simple average annual millage that will be required to retire the debt is approximately 5 mills. Yes No Roll Call Vote: Yes: McClellan, Edgar, Burns, Radner, Whitehead No: None Absent: None MOTION DECLARED ADOPTED (AGENDA ITEM C) Discuss SDM Liquor Licenses. The council briefly discussed the possibility of changing local restrictions for SDM Liquor Licenses. CALL TO THE AUDIENCE: There were no members of the public who wished to speak. ADJOURNMENT: There being no further business to come before the City Council, Mayor McClellan adjourned the special meeting at 6:50 p.m. T. Edwin Norris, City Clerk Marian McClellan, Mayor August 17, 2023 Michigan Department of State Office of the Great Seal Richard H. Austin Building, 1st Floor 430 W. Allegan Lansing, MI 48918 Dear Office of the Great Seal: On August 3, 2023 the Board of Commissioners for Oakland County entered into an agreement per Report #2023-3146 – Parks and Recreation - Partnership Agreement with the City of Oak Park for the Management of Shepard Park. As required by Urban Cooperation Act 7 of 1967 - MCL 124.510(4), a copy of the signed agreement with the County of Oakland and the City of Oak Park, and the authorizing Board of Commissioners Resolution are enclosed for filing by your office. Send confirmation of receipt of this agreement to: Mr. Joseph Rozell, Director of Elections Oakland County Clerk/Register of Deeds County Service Center, Building #14 East 1200 N. Telegraph Rd. Pontiac, MI 48341 (Please include our Miscellaneous Resolution number on the confirmation of receipt letter for filing purposes.) Contact our office at (248) 858-0564 if you have any questions regarding this matter. Sincerely, COUNTY OF OAKLAND Joseph J. Rozell, CERA Director of Elections Cc: Donna Dyer, Corporation Counsel, Oakland County Erika Munoz-Flores, Corporation Counsel, Oakland County T. Edwin Norris, Clerk, City of Oak Park Jami Monte, Staff Assistant, Parks and Recreation Enclosures 8/8/2023 8/8/2023 AGENDA ITEM: Partnership Agreement with the City of Oak Park for the Management of Shepherd Park DEPARTMENT: Parks & Recreation MEETING: Board of Commissioners DATE: Thursday, August 3, 2023 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3146 Motion to approve the interlocal Partnership Agreement with the City of Oak Park for the Management of Shepherd Park (part) and authorizes the Chair of the Board to execute the agreement on behalf of Oakland County. ITEM CATEGORY SPONSORED BY Interlocal Agreement Gary McGillivray INTRODUCTION AND BACKGROUND Oakland County Parks wish to enter into a long-term agreement with the City of Oak Park to establish a partnership for joint management of a 17.08 portion of Shepherd Park. Approval of the agreement facilitates implementation of a portion of the Healthy Communities Park and Outdoor Recreation Plan and the expenditure of American Rescue Plan Act and Oakland County Parks funds allocated to revitalize a portion of Shepherd Park in the City of Oak Park. The interlocal agreement outlines terms and conditions for a long-term partnership between Oakland County Parks and the City of Oak Park for the improvement, management, operation, and maintenance of a 17.08-acre section of Shepherd Park as provided for in the Healthy Communities Park and Outdoor Recreation Plan (Plan). A budget of $1.5 million was preliminarily allocated in the Plan to utilize appropriated American Rescue Plan Act funding combined with contributions from Oakland County Parks to revitalize and improve this park area, which is located in a community disproportionately negatively impacted by the Covid-19 pandemic. Shepherd Park is one of four municipal parks designated under the Plan for long-term partnership agreements to transfer park management responsibilities to Oakland County Parks. These agreements will ensure the initial ARPA expenditure is sustained and built upon through Oakland County Park's management and maintenance of these facilities as part of the Oakland County Park system. The agreement with the City of Oak Park designates a special partnership area within the park that will be jointly operated and managed by the parties with shared costs and responsibilities. The City of Oak Park's staff will be responsible for fulfilling routine duties associated with daily and weekly park maintenance and operation (such as mowing, trash removal, cleaning, law enforcement, and facility rentals). Oakland County Parks will defray a portion of these costs through an annual flat payment of $50,000 (adjusted with an inflation escalator). Oakland County Parks will be responsible for capital improvements, planning, natural resources, nature education and special programs, and maintenance of trailways. The term of the agreement is 20 years with an option to renew upon mutual assent of the parties. The parties will work together to develop a park action plan detailing the planned improvements and future operations (the transition period runs through June 30, 2023). "Oak Park Woods" has preliminarily been agreed upon by the parties as the name of the park partnership area. POLICY ANALYSIS The Board of Commissioners approved the Healthy Communities Park and Outdoor Recreation Investment Plan (ARPA) on October 20, 2022 through MR #22-338. Included in the Plan was the Shepherd Park project with the City of Oak Park with a not-to-exceed budget of $1.5 million in ARPA funds going towards the project. The term of the agreement will be for 20 years with an automatic 20-year renewal. Upon execution, a transition period will begin, ending on June 30, 2024 or when the Park Action Plan is approved (whichever occurs last). The Park Action Plan shall be created pursuant to OCPRC’s current policies and procedures, but shall include provisions related to Shepherd Park contained in the 2023 Oak Park Parks and Recreation Master Plan. A Park Operations and Management Plan (POMP) shall be created to address park operations and forecasting park maintenance projects for a 5-year period. During this Agreement and if the POMP requires the City to provide and pay Park maintenance and/or utilities, OCPRC shall pay the City an annual Maintenance Fee of fifty thousand dollars ($50,000.00) on July 1st each year. The joint operations agreement OCPR negotiated with Oak Park represents an approximate 50% reduction in anticipated annual costs to Oakland County Parks. Utilizing the City staff that are already onsite is more cost effective than providing these services internally. This cost was further reduced due to the City retaining the park revenues from pavilion rentals. The Park Capital Improvement Plan (CIP) shall be created by December 31, 2023 forecasting capital improvement projects for a 5-year period. The County shall make an initial investment of not less than $1,500,000 for Park operations, management, planning, maintenance, and improvements. All Capital Improvement Projects shall become an integral part of the Premises. While these decisions have not been finalized, preliminarily OCPRC are planning to construct a large new universally accessible nature themed playground, create additional walking trails in the woods, repair or replace the two existing pavilions, repair/replace park amenities (benches, interpretive signs, etc.), add pollinator garden/native plants, and restore the nature resources within the park area. Neither the POMP or CIP shall not be approved or implemented without prior approval by the City. Oak Park will retain ownership of the land and the County shall not pay a monetary fee for the use/lease of the Premises. The Premises shall remain a City Park. The City shall establish all Park Fees and Charges at the Park. The Park Fees and Charges shall be created, adopted, and implemented pursuant to the City'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. All Park Revenue shall be paid to the City. Without approval from the OCPRC, the City may solicit or accept sponsorship of events/programs at the Park by third-parties, pursuant to the City’s policies and procedures. The City may also license use of the Park to third parties for events or programs, without approval from and notification to OCPRC. To avoid scheduling conflicts at the Park, all third parties desiring to use the Park for events or programs shall schedule such use through the City. The County may use the Park for County-sponsored community-wide events or programs at no cost, charge, or fee, if such use does not conflict with scheduled events or programs. 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 Aaron Snover, Board of Commissioners Created/Initiated - 8/3/2023 AGENDA DEADLINE: 08/03/2023 6:00 PM ATTACHMENTS 1. Operating Agrement Shepherd Park --Final Version (07-13-23) 2. ShepParkExhibitA 3. OPInterlocalwithmap COMMITTEE TRACKING 2023-07-25 Legislative Affairs & Government Operations - Recommend to Board 2023-08-03 Full Board - Adopt Motioned by: Commissioner Ajay Raman Seconded by: Commissioner Angela Powell 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, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Gary McGillivray (1) Passed Page 1 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) INTERLOCAL PARTNERSHIP AGREEMENT FOR A PORTION OF DAVID H. SHEPHERD PARK BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF OAK PARK This Agreement (the "Agreement") is made between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph, Oak Park, Michigan 48341 ("County"), by, through, and administered by its statutory agent the Oakland County Parks and Recreation Commission (“OCPRC”) and the City of Oak Park, 14000 Oak Park Boulevard, Oak Park, Michigan 48237 (“City”). County and the City may also be referred to jointly as "Parties". INTRODUCTION AND PURPOSE OF AGREEMENT. A. OCPRC created the Healthy Communities Park and Outdoor Recreation Investment Plan (“Plan”) that is a comprehensive approach, using the Coronavirus Local Fiscal Recovery Fund and OCPRC monies, to fund park improvements in areas most disproportionally impacted by the COVID 19 pandemic. These funds were leveraged by commitments from local governments with long term operational agreements/leases to facilitate the expansion of the OCPRC Park System to incorporate additional parks, including a park in the City. 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 the operation, management, planning, and maintenance of approximately 17.08 acres of real property currently known as a portion of Shepherd Park located in Oak Park, Michigan. C. In October 2022, the Oakland County Board of Commissioners appropriated 15 million dollars of Coronavirus Local Fiscal Recovery Fund monies, in Miscellaneous Resolution #22-338, to fund and support the Plan. D. To effectuate the Plan and the use of Coronavirus Local Fiscal Recovery Fund and OCPRC monies, the County and the City now enter into this Agreement, pursuant to Michigan law, for the purpose of delineating the duties and responsibilities between the Parties with respect to operation, management, planning, and maintenance of approximately 17.08 acres of real property currently known as a portion of Shepherd Park located in Oak Park, Michigan. 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 dollars ($30,000.00) or more and (2) extends the life cycle of an existing facility or asset; replaces, renovates, or remodels an existing facility or asset; or adds a new facility or asset. 1.3. City means the City of Oak Park, 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 Page 2 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 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 the Parties 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 the City 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 the City 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 June 30, 2024 or the date the City Council and the date the City Representative approves the Park Action Plan (as described in Section 4.7), whichever occurs last. Page 3 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 2. AGREEMENT TERM/PROPERTY DESCRIPTION & TERMINATION. 2.1. Agreement Term. This Agreement shall commence on the Effective Date and end twenty (20) years from the Effective Date (“Initial 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. The non-renewal of this Agreement pursuant to this Section shall not be deemed a termination of this Agreement under Section 2.7. The terms and conditions contained in this Agreement shall not change during the Renewal Term. The approval and terms of this Agreement and any amendments 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. During this Agreement, the Premises shall remain a City Park with the City Representative and the OCPRC Representative mutually agreeing to the naming of the area and facilities located within the designated portion of Shepherd 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. 2.7.1.1. Termination by the City in Absence of Default/Breach. If the City terminates this Agreement, in 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 with non-Coronavirus Local Fiscal Recovery Fund monies, on the date of the termination notice. Page 4 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 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, for any reason, of this Agreement each Party shall retain ownership of personal property purchased by them, unless the Parties agree in writing otherwise. “Personal property” does not include buildings or fixtures. 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 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 Page 5 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 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. 3.3.2. County Right to Access and Perform Work on 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, pavilions, playground equipment, trails and pathways. 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. During 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), at its sole cost, and additional environmental assessments that OCPRC deems necessary, in its sole discretion and at its sole cost. 3.4.2. Copies of Environmental Assessments. OCPRC will provide the City with a copy of the Phase I ESA and any other environmental assessments. OCRPC shall take possession of the Premises subject to such Phase I ESA and other environmental assessments performed pursuant to this Section. 3.4.3. 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 or other environmental assessment performed pursuant to this Section. Page 6 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 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 dispute shall be submitted to the signatories (or their successors) of this Agreement for possible resolution. 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. No Capital Improvement Projects shall occur without the prior written approval of the City’s Representative, unless such Capital Improvement Project was included in the CIP. 4.5. Park Maintenance/Repairs. The responsibility for, provision of, and costs for Park maintenance and repairs shall be set forth in the Park Operations and Management Plan described in and required by this Section. 4.6. Park Utilities. The provision of and costs for utilities for the Park and Premises utilities shall be the responsibility of the City. 4.7. Park Action Plan. By December 31, 2023, 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 Shepherd Park contained in the 2023 Oak Park 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, which approval shall be in accordance with City policies and procedures. The City Representative shall submit its comments and recommendations to the OCPRC Representative within thirty (30) Days of receipt of the Master Plan. OCPRC Representative shall review and consider the City Representative’s comments and recommendations and shall endeavor to address all comments and recommendations. The Park Action Plan shall not be approved or implemented without prior written approval by the City. Modifications to the Action Plan shall be codified according to the procedures set Page 7 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) forth in this Section. 4.8. Park Operations and Management Plan. By the Agreement Effective Date, OCPRC shall create a Park Operations and Management Plan (“POMP”) addressing Park operations and forecasting Park maintenance projects for a five (5) year period. OCPRC shall be created pursuant to OCPRC’s current policies and procedures. Once completed, OCPRC shall submit the POMP 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, which approval shall be in accordance with City policies and procedures. The City Representative shall submit its comments and recommendations to the OCPRC Representative within thirty (30) Days of receipt of the Master Plan. OCPRC Representative shall review and consider the City Representative’s comments and recommendations and shall endeavor to address all comments and recommendations. The POMP shall not be approved or implemented without prior written approval by the City. Modifications to the POMP shall be codified according to the procedures set forth in this Section. 4.9. Park Capital Improvement Plan. By December 31, 2023, 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 Park Capital Improvement Plan shall not be approved or implemented by OCPRC without prior written approval by the City Representative. 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. 4.10. Park Access/Parking. The parties 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. 4.11. Endangered Species. OCPRC acknowledges that the Premises or portions thereof may be subject to restrictions or closures, if endangered species are present. 4.12. Park Rules. During this Agreement, the Park and Premises shall be subject to City Rules and Regulations and City policies and procedures, except as otherwise provided by this Agreement. 4.13. Park Security. Security for the Park shall be provided by the City solely at its expense. 4.14. 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. OCPRC shall seek the City’s input regarding the design of any new sign at the entrance to the Park. Page 8 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 4.15. Volunteers. OCPRC will use volunteers at the Park in various capacities, including existing volunteers and volunteer groups. 4.16. Sponsorship of Events/Programs at Park by Third Parties. Without approval from the OCPRC, the City may solicit or accept sponsorship of events/programs at the Park by third- parties, pursuant to the City’s policies and procedures. 4.17. Use of Park by Third Parties. Notwithstanding any other provision in this Agreement, the City may license use of the Park to third parties for events or programs, without approval from and notification to OCPRC. The City shall allow such use via written agreement with the third party, pursuant to City policies and procedures. To avoid scheduling conflicts at the Park, all third parties desiring to use the Park for events or programs shall schedule such use through the City. The written agreement for use of the Park by third parties shall also include the County and OCPRC as an indemnified parties and additional insureds as well, if insurance is required. 4.18. Use of Park by the City/County. OCPRC may use the Park for OCPRC-sponsored events or programs at no cost, charge, or fee, if such use does not conflict with other scheduled events or programs. To avoid scheduling conflicts at the Park, OCPRC shall reserve use of the Park for its events or programs, through the City. OCPRC 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 dollars ($1,500,000.00), for Park operations, management, planning, maintenance, and improvements (“Initial Park Investment”). 5.2. Maintenance Fee. During this Agreement and if the POMP requires the City to provide and pay Park maintenance and/or utilities, OCPRC shall pay the City an annual Maintenance Fee of fifty thousand dollars ($50,000.00) on July 1st each year (“Maintenance Fee”). If the POMP does not require the City to pay for Park maintenance, and/or utilities, then OCPRC shall not pay the City the Maintenance Fee. The first year’s Maintenance Fee shall be prorated on a daily basis. The Maintenance Fee shall be increased every year by the Inflation Rate Multiplier as determined by the Tax Commission or the State of Michigan. The increase in the Maintenance Fee is to cover increased costs of labor and supplies. The Maintenance Fee shall be reviewed by the Parties any time there is a change to the POMP relating to the provision of maintenance and/or utilities to the Park. 5.3. Establishment of Park Fees & Charges. The City shall establish all Park Fees and Charges at the Park. The Park Fees and Charges shall be created, adopted, and implemented pursuant to the City’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. 5.4. Park Revenue. Subject to applicable law, all Park Revenue shall be paid to the City and shall be deemed the City’s revenue. The City shall record the monies of all Park Revenue according to generally accepted accounting principles. 5.5. 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 Page 9 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) has the right to annually review and audit OCPRC’s records related to Park Revenue. Upon request the City shall provide OCPRC with an accounting of Park Revenue consistent with City policies and procedures. OCPRC has the right to annually review and audit OCPRC’s records related to Park Revenue. 5.6. Park Grants. The Parties shall use their best efforts to work together to secure grant funding for Park expansion, development, improvements, operation, and maintenance. OCPRC shall work together to apply for and manage 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 agents, 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. 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 or any other environmental assessments performed pursuant to this Section 3. 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. Page 10 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 6.10. Insurance. 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; except that if the City purchases a special event insurance policy for the Premises, for whatever reason, then the City shall name the County and its boards, commissions, elected and appointed officers/officials, employees, and volunteers as “additional insureds” on such policy. If the County purchases a special event insurance policy for the Premises, for whatever reason, then the County shall name the City and its employees, agents and volunteers as “additional insureds” on such policy. 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 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 Page 11 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 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 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 the City Clerk and Manager, 14000 Oak Park Boulevard, Oak Park, Michigan 48237. 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 Page 12 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) 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 45th 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 and the referenced Affidavit represents the entire agreement and understanding between the Parties regarding the maintenance, operation, and management of the Park and the Premises. This Agreement and the referenced Affidavit 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. Page 13 of 13 CITY OF OAK PARK - INTERLOCAL AGREEMENT (FINAL VERSION) IN WITNESS WHEREOF, [INSERT NAME] 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: _______________ N:\16\16800\16834.73 - Shepards Park Boundary Oak Park\Drawings\Boundary\Sketch of Descriptions\16834.73 Shepherds Park Operating Agreement_06-01-23.dwgKnow what's below. before you dig.Call R Engineers Surveyors Planners Landscape Architects Executive: Manager: Designer: Quality Control: Section: Copyright © 2023 Giffels Webster. No reproduction shall be made without the prior written consent of Giffels Webster. Project: Sheet: Scale: Date:ISSUE:DATE: City of Oak Park, Oakland County, MICHIGAN Sketch of DescriptionShepherds Park 28 West Adams Road Suite 1200 Detroit, MI 48226 p (313) 962-4442 f (313) 962-5068 www.giffelswebster.com JNR JNR LDA JNR 30 T-01-N R-11-E Date Issue 0 100'200' SCALE: 1" = 200' 06.23.23 1"=200' 1 OF 2 16834.73 Exhibit A N:\16\16800\16834.73 - Shepards Park Boundary Oak Park\Drawings\Boundary\Sketch of Descriptions\16834.73 Shepherds Park Operating Agreement_06-01-23.dwgEngineers Surveyors Planners Landscape Architects Executive: Manager: Designer: Quality Control: Section: Copyright © 2023 Giffels Webster. No reproduction shall be made without the prior written consent of Giffels Webster. Project: Sheet: Scale: Date:ISSUE:DATE: City of Oak Park, Oakland County, MICHIGAN Description of ParcelShepherds Park 28 West Adams Road Suite 1200 Detroit, MI 48226 p (313) 962-4442 f (313) 962-5068 www.giffelswebster.com JNR JNR LDA JNR 30 T-01-N R-11-E Date Issue 06.23.23 NA 2 OF 2 16834.73 52-25-30-251-00152-25-30-251-00452-25-30-251-00352-25-30-251-00252-25-30-251-0055 2 -2 5 -3 0 -2 7 6 -0 2 8 5 2 -2 5 -3 0 -2 7 6 -0 2 9 5 2 -2 5 -3 0 -2 7 6 -0 3 0 5 2 -2 5 -3 0 -4 2 6 -0 0 1 5 2 -2 5 -3 0 -4 0 1 -0 0 5 ¯ N o r t h f i e l d B l v d . O a k P a r k B l v d .Church Rd.R E V I S E D O C P R B O U N D A R Y A R E A R E V I S E D O C P R B O U N D A R Y A R E A