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HomeMy WebLinkAboutReports - 2023.11.16 - 40734 AGENDA ITEM: Interlocal Partnership Agreement with the City of Southfield for the Management and Operation of Southfield Oaks County Park DEPARTMENT: Parks & Recreation MEETING: Board of Commissioners DATE: Thursday, November 16, 2023 9:30 AM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3527 Motion to approve the Interlocal Partnership Agreement between the County of Oakland and the City of Southfield to transfer the responsibility for the management, operation, and improvement of a portion of the former Beech Woods Golf Course to Oakland County Parks as Southfield Oaks County Park, and authorize the Chair of the Board to execute the agreement on behalf of the County. ITEM CATEGORY SPONSORED BY Interlocal Agreement Gary McGillivray INTRODUCTION AND BACKGROUND The Healthy Communities Park and Outdoor Improvement Plan was approved by the Board of Commissioners last year with an appropriation of $15 million from American Rescue Plan Act funds and an additional matching commitment from Oakland County Parks of $5.2 million. The Plan included a funding allocation to develop Southfield Oaks County Park at the former Beech Woods Golf Course through a partnership with the City of Southfield, transitioning management and operations responsibilities for the park to Oakland County Parks. The resolution authorizes the execution of an interlocal agreement between the City of Southfield, Oakland County and Oakland County Parks outlining the terms and conditions of this partnership. Southfield Oaks County Park will be located adjacent to the City's Beech Woods Park and the parties have agreed to work cooperatively whenever possible. In support of this objective, Oakland County Parks have agreed to contribute $1 million to the City (calculated in OCPR's ARPA funding match) to support the development of park infrastructure that will serve both facilities, including; a parking lot addition, new restroom facilities, pedestrian connectivity, and a new playground. The City will utilize the $500,000 ARPA grant allocated in the Healthy Communities Plan to provide additional support for the development of the playground project. Oakland County Parks will utilize the $2 million allocated in the Healthy Communities Plan to develop Southfield Oaks as a nature preserve with walking trails. 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 Beech Woods Park project with the City of Southfield with a not-to-exceed budget of $1.5 million in ARPA funds going towards the project with a $1.5 million match by Oakland County Parks and Recreation Commission (OCPRC) for a total of up to $3 million invested. The County shall make an initial investment of not less than $2,000,000 for Park operations, management, planning, maintenance, and improvements. Additionally, OCPRC shall reimburse the City the lesser of $1,000,000 or 50% of the actual costs for the construction of the Park Access Improvements (parking). The property that will become Southfield Oaks County Park is a parcel of land that is approximately 39 acres and was previously used as a 9-hole golf course. The plan is for Oakland County Parks to redevelop this land primarily as a nature preserve with passive recreational amenities. The term of the agreement will be for 20 years with an automatic 20-year renewal. Southfield will retain ownership of the underlying property/assets. Upon execution, a transition period will begin, ending on March 31, 2024 or when the Park Action Plan is approved (whichever occurs last). OCPRC shall endeavor to incorporate the City’s Recreation Master Plan, Beechwoods Park Master Plan, OCPRC’s Recreation Master Plan and the community engagement utilized in the development of these plans. A Park Operations and Management Plan (POMP) shall be created by January 15, 2024 to address park operations and forecasting park maintenance projects for a 5-year period. The Park Capital Improvement Plan (CIP) shall be created by January 15, 2024 forecasting capital improvement projects for a 5-year period. All Capital Improvement Projects shall become an integral part of the Premises. Neither the POMP or CIP shall not be approved or implemented without prior approval by the City. 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 - 11/16/2023 AGENDA DEADLINE: 11/16/2023 9:30 AM ATTACHMENTS 1. SouthfieldOaksBOCmemoedited 2. City of Southfield-Interlocal Agreement v2 3. City of Southfield-Interlocal Agreement (Exhibit A) COMMITTEE TRACKING 2023-11-07 Legislative Affairs & Government Operations - Recommend to Board 2023-11-16 Full Board - Adopt Motioned by: Commissioner Yolanda Smith Charles Seconded by: Commissioner Philip Weipert 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, Brendan Johnson, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Charles Cavell (1) Passed 2800 Watkins Lake Road, Waterford, MI 48328 248-858-0906 OaklandCountyParks.com Memo To: Members of the Board of Commissioners From: Chris Ward, Director, Oakland County Parks and Recreation Commission Date: October 24, 2023 Re: Interlocal Agreement with the City of Southfield for the Management and Operation of Southfield Oaks County Park The Health Communities Park and Outdoor Improvement Plan (ARPA) approved by the Parks Commission and Board of Commissioners in October 2022 included provisions for: 1. A partnership agreement with the City of Southfield to revitalize and transition management of the former golf course located in the City’s Beech Woods Park, to be operated by OCPRC as Southfield Oaks County Park. 2. A $1 million contribution from Oakland County Parks to the City of Southfield to fund capital improvements necessary to jointly serve city and county facilities. 3. A $500,000 grant to the City for local park improvements. The Parks Commission and the City of Southfield entered into a Letter of Intent (LOI) outlining these objectives in September of 2022. The Board of Commissioners’ Economic Development and Infrastructure Committee approved the LOI on October 12, 2022. Parks staff e worked with Southfield City administration in the intervening period to finalize the terms and provisions of the agreements necessary for implementation of these plans. These negotiations were unexpectedly complicated and delayed due to concerns raised by City residents regarding plans by the City of Southfield to develop a splash pad at Beech Woods Park. The Southfield City Council voted not to proceed with this project in July, necessitating the development of a new development plan and budget for the site. Southfield and Oakland County Parks reached agreement a new plan that incorporates the following elements: Management and Development of Southfield Oaks County Park The attached interlocal agreement outlines the terms of a long-term partnership between the City of Southfield and Oakland County Parks for the operation, management, and development of an approximate 39-acre portion of Beech Woods Park by Oakland County Parks as Southfield Oaks County Park. The City previously owned and operated a 9-hole golf course at this location. The City closed the course in 2019 due to the impact of flooding from the Rouge River and unsustainable operational/capital cost increases. Oakland County Parks will develop and operate this site primarily as a nature preserve with passive recreational amenities complimentary to the surrounding community. $2 million will be expended to fund initial improvements at Southfield Oaks (utilizing $1.5 million of Healthy Communities ARPA funding and a $500,000 match by Oakland County Parks). The City will retain ownership of the underlying property/fixed assets located on the site and provide input on park development, maintenance, and planning decisions during the 20-year renewable agreement term. The County will be reimbursed for the depreciated value of any non-ARPA funded capital improvements if the City opts against renewing the agreement at that time or withdraws during the term. The park area may be expanded to incorporate an additional section currently utilized for a driving range upon mutual consent of the parties. These terms are largely consistent with the recent partnership agreements approved by the Board with the City of Pontiac for Pontiac Oaks County Park, the City of Oak Park for Oak Park Woods County Park, and the incorporation of Ambassador Park from the City of Madison Heights into Red Oaks County Park with the exception of the joint park access projects detailed below. Joint Park Access Improvement Projects Southfield Oaks County Park will be located adjacent to the City’s Beech Woods Park and Recreation Center. The parties have agreed that, whenever feasible, they should seek opportunities to jointly develop infrastructure that would serve both properties and our guests. In support of this objective, Oakland County Parks has agreed to contribute $1 million to the City of Southfield to support City capital improvement projects located within Beech Woods Park. The “joint park access improvement” projects include a parking lot addition, restroom facilities, pedestrian connectivity, and a new playground (also funded with the City’s ARPA grant). Oakland County Parks’ contribution will be funded by unallocated net financial reserves in 2024 Capital Improvement Plan as part of our matching commitment for the Healthy Communities Plan. This investment will provide significant cost savings and avoidance to the County by eliminating the need to develop this necessary infrastructure independently to serve the guests of Southfield Oaks. The City is responsible for all remaining costs associated with these projects (with the exception of the ARPA grant detailed below) and for completing work within the ARPA deadline. Southfield’s ARPA Grant Southfield will utilize the $500k ARPA grant allocated in the Healthy Communities Plan to support the development of a new playground located in Beech Woods Park in close proximity to an entry point to Southfield Oaks. It is anticipated that this will be a nature themed/oriented playground and be a focal point highlighting the City/County partnership. An agreement authorizing the distribution of grant funding will be submitted separately. The Southfield City Council voted to authorize the City Manager to execute the interlocal agreement on October23rd and the Oakland County Parks Commission is expected to recommend its approval at their November 1st meeting. The Southfield Oaks projects will be completed/constructed in 2025/2026, with the park opening to the public no later than fall 2026. We appreciate your consideration of this item and the financial support the Board has dedicated for the Healthy Communities Plan. Page 1 of 14 Southfield Oaks Interlocal Partnership Agreement INTERLOCAL PARTNERSHIP AGREEMENT FOR PARK OPERATION BETWEEN THE COUNTY OF OAKLAND AND THE CITY OF SOUTHFIELD This Agreement (the "Agreement") is made between the County of Oakland, a Constitutional and Municipal Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), by, through, and administered by its statutory agent the Oakland County Parks and Recreation Commission (“OCPRC”) and the City of Southfield, 26000 Evergreen Road, Southfield, Michigan 48076 (“City”). County and the City may also be referred to jointly as "Parties". INTRODUCTION AND PURPOSE OF AGREEMENT. A. 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 40 acres of real property located at 22200 Beech Road, Southfield Michigan, known as Beech Woods Park. B. 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. C. 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. 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 39 acres of real property currently known as a portion of Beech Woods Park located in Southfield, 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 ($30,000) dollars 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 Southfield, its Council, departments, divisions, elected and appointed officials, board members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. Page 2 of 14 Southfield Oaks Interlocal Partnership Agreement 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. Park Access Improvements means the improvements to the City park entrance, access drive, parking lot, and pedestrian walkways to be constructed and maintained by the City as described in Section 4.10.2, which shall include the right of OCPRC and persons using the Park to traverse over and use the Park Access Improvements while the Agreement is in effect. 1.12. 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. 1.13. Park means the park operated and managed by OCPRC on the Premises. 1.14. 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. 1.15. 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. 1.16. Premises means the real property that is described and depicted in Exhibit A. By mutual agreement, which shall be codified as an Amendment to this Agreement, the Parties may expand the geographical boundaries of the Premises to include six (6) acres of real property Page 3 of 14 Southfield Oaks Interlocal Partnership Agreement depicted in Exhibit A as the “Driving Range.” 1.17. Transition Period means a period of time commencing on the Effective Date and ending on March 31, 2024, 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. 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 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 Premises shall be designated as “Southfield 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 Page 4 of 14 Southfield Oaks Interlocal Partnership Agreement 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 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 Page 5 of 14 Southfield Oaks Interlocal Partnership Agreement 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 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 to maintain the Park and to pay for all costs associated therewith. 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 consistent with the Park Action Plan in Section 4 .7, 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. Page 6 of 14 Southfield Oaks Interlocal Partnership Agreement 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 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 Administrator 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, including accounting for depreciation of any Capital Improvement Projects in its financial statements. OCPRC shall provide an annual report on the Capital Improvement Projects completed in the Park to the City’s Representative. If the construction of any Capital Improvement Projects or other Park Page 7 of 14 Southfield Oaks Interlocal Partnership Agreement projects requires temporary use of real property outside the boundaries of the Premises, then the City shall permit the temporary use of such real property at no cost to OCPRC. Such temporary use shall be codified by the Parties in a separate written agreement, which shall be approved by OCPRC on behalf of the County and the City’s Representative on behalf of the City. The terms of the separate written agreement shall be consistent with this Agreement. 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. 4.7. Park Action Plan. By January 15, 2024, OCPRC shall submit a Park Action Plan to the City. The provisions of the Park Action Plan shall reflect the intentions of the City and OCPRC that the Park shall be primarily managed as a nature preserve featuring passive recreational amenities consistent with the surrounding community. OCPRC shall endeavor to incorporate the City’s Recreation Master Plan, Beechwoods Park Master Plan, OCPRC’s Recreation Master Plan and the community engagement utilized in the development of these plans. The Park Action Plan shall be submitted to the OCPRC for approval prior to submittal to the City’s Representative for comments and recommendations. The Park Action Plan shall not be 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 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 Representative does not approve the Park Action Plan by March 31, 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 Operations and Management Plan. By January 15, 2024, OCPRC shall create a Park Operations and Management Plan (“POMP”) addressing Park operations, maintenance staff, support, and services, forecasting Park maintenance projects for a five (5) year period and addressing the use of park maintenance facilities. The POMP 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 City Representative shall submit its comments and recommendations to the OCPRC Representative within thirty (30) Days of receipt of the POMP. 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 by OCPRC without prior written approval by the City Representative, which approval shall be in accordance with City policies and procedures. Modifications to the POMP shall be Page 8 of 14 Southfield Oaks Interlocal Partnership Agreement codified according to the procedures set forth in this Section. 4.9. Park Capital Improvement Plan. By January 15, 2024, 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. 4.10.1. 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. 4.10.2. The City Council and/or City Planning Commission (as required by City Charter or state law), its sole discretion, on or before March 31, 2024, may authorize the construction of the following park improvement projects meant to jointly serve the areas operated and managed by the City and OCPRC: (1) parking lot addition (up to 65 spaces), (2) a four season restroom facility, (3) pedestrian walkways connecting to the OCPRC managed area, and (4) a playground. The City shall be responsible to construct, maintain, repair, and keep operational the Park Access Improvements and maintain vehicular and pedestrian access to and parking for the Park. If conceptual plans and funding for the Park Access Improvements are approved by City Council and/or City Planning Commission (as required by City Charter or state law) on or before March 31, 2024 and if conceptual plans are approved OCPRC on or before March 31. 2024, then OCPRC shall reimburse the City for construction of the Park Access Improvements as set forth in Section 5.2. 4.10.3. If City Council and/or City Planning Commission (as required by City Charter or state law) does not approve conceptual plans and funding for the Park Access Improvement on or before March 31, 2024 and OCPRC does not approve conceptual plans for the Park Access Improvements on or before March 31, 2024, then: (1) OCPRC’s obligation contained in Section 5.2 is eliminated, (2) the City shall have no right for reimbursements pursuant to Section 5.2, and (3) OCPRC may construct a new entrance and parking lot within the Premises and Park with the funds allocated in Section 5.2. 4.10.4. In no event, shall any resident of the City incur any fee or charge for entering the Park or Premises or for parking their vehicle in or on the Park or Premises. Page 9 of 14 Southfield Oaks Interlocal Partnership Agreement 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 Security. Security for the Park shall be provided by the City solely at its expense, except for the enforcement of Park Rules. 4.13. 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. 4.14. 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. 4.15. 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. 4.16. Sponsorship of Events/Programs at Park by Third Parties. Without approval from the City, OCPRC may solicit or accept sponsorship of events/programs at the Park by third- parties, pursuant to OCPRC’s policies and procedures and notice to the City. 4.17. 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. 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. 4.18. 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 Two Million ($2,000,000) dollars, for Park operations, management, planning, maintenance, and improvements (“Initial Park Investment”). 5.2. Payment for the Park Access Improvements. OCPRC shall reimburse the City, the lesser of the following: (1) One Million Dollars ($1,000,000.00) or (2) fifty percent (50%) of the actual costs for the construction of the Park Access Improvements (“Park Access Fee”).OCPRC shall pay fifty percent (50%) of the Park Access Fee within ten (10) Days of approval of the Park Access Improvements (as set forth in Section 4.10) and the remaining fifty percent (50%) shall be paid by OCPRC to the City upon completion of the Park Access Improvements. OCPRC’s obligation to pay the Park Access Fee shall terminate: (1) if the Park Access Improvements are not approved (as set forth in Section 4.10) by March 31, 2024, or (2) if construction of the Park Access Improvements is not complete by December 31, 2026. Page 10 of 14 Southfield Oaks Interlocal Partnership Agreement 5.3. City Park Improvement Grant. Pursuant to a separate grant agreement executed by the Parties, the County shall provide a grant of five hundred thousand dollars ($500,000.00) of Coronavirus Local Fiscal Recovery Fund monies to be spent pursuant to such grant agreement. 5.4. 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. 5.5. 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. 5.6. 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. 5.7. Park Grants. 5.7.1. Existing Grants. The Parties shall identify and comply with any existing grant obligations and requirements associated with the Park. 5.7.2. Future 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 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. 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. 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 Page 11 of 14 Southfield Oaks Interlocal Partnership Agreement 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. 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. Page 12 of 14 Southfield Oaks Interlocal Partnership Agreement 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 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 Page 13 of 14 Southfield Oaks Interlocal Partnership Agreement 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 City of Southfield Parks and Recreation Director, with copy to the City Clerk’s Office 26000 Evergreen Road, Southfield MI 48076 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 Page 14 of 14 Southfield Oaks Interlocal Partnership Agreement as a whole according to its fair meaning, and not construed strictly for or against any Party. 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: _______________ Aerial and BoundaryN.T.SDriving RangeBeech Road9 Mile Road Rec Center+/- 300’ (betweenlease line and ex. netting+/- 39 AcresPotential Lease LineCity of Southfi eld Beech Woods Park - Phase 1October 23, 2023EEXHIBIT A