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HomeMy WebLinkAboutMinutes - 2008.05.22 - 8454223 OAKLAND COUNTY BOARD OF COMMISSIONERS MINUTES May 22, 2008 Meeting called to order by Chairperson Bill Bullard, Jr. at 9:40 a.m. in the Courthouse Auditorium, 1200 N. Telegraph Road, Pontiac, Michigan. Roll called. PRESENT: Bullard, Burns, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Greimel, Jacobsen, Kowall, Long, Middleton, Nash, Potts, Rogers, Scott, Spector, Woodward, Zack. (20) EXCUSED ABSENCE WITH NOTICE: Gregory, Hatchett, Potter, Suarez. (4) EXCUSED ABSENCE PER MISCELLANEOUS RESOLUTION #04228: Coleman. (1) Quorum present. Invocation given by Mike Gingell. Pledge of Allegiance to the Flag. Moved by Crawford supported by Zack the minutes of the May 8, 2008 and May 14, 2008, Board Meetings be approved. A sufficient majority having voted in favor, the minutes were approved as printed. Moved by Gosselin supported by Coulter the agenda be amended as follows: ITEMS ON BOARD AGENDA FINANCE COMMITTEE b. Board of Commissioners – 2008 County General Fund Property Tax and Parks and Recreation Tax Rates Vote on Agenda, as amended: AYES: Bullard, Burns, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Greimel, Jacobsen, Kowall, Long, Middleton, Nash, Potts, Rogers, Scott, Spector, Zack. (19) NAYS: None. (0) A sufficient majority having voted in favor, the agenda, as amended, was approved. Commissioners Minutes Continued. May 22, 2008 224 Chairperson Bill Bullard, Jr., together with Commissioner David Potts and the entire Oakland County Board of Commissioners, presented a proclamation to the Traffic Improvement Association of Oakland County in honor of its award-winning Traffic Safety Management System program. Commissioner John Scott, along with the entire Oakland County Board of Commissioners, presented a proclamation to Miss Oakland County Samantha Steckloff for possessing the talent, character, integrity, intelligence and beauty to win the 2007 Miss Oakland County title and crown. Chairperson Bill Bullard, Jr., along with the entire Oakland County Board of Commissioners presented a proclamation to Judy Cunningham, Corporation Counsel, commending her outstanding work for Oakland County and all of its residents. No one addressed the Board for public comment. Moved by Rogers supported by Nash the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). The vote for this motion appears on page 338. The resolutions on the Consent Agenda follow (annotated by an asterisk {*}): *MISCELLANEOUS RESOLUTION #08091 BY: Finance Committee, Mike Rogers, Chairperson IN RE: DEPARTMENT OF MANAGEMENT AND BUDGET/EQUALIZATION DIVISION – APPROVAL OF CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF BERKLEY, CITY OF THE VILLAGE OF CLARKSTON, CITY OF CLAWSON, CITY OF HAZEL PARK, CITY OF HUNTINGTON WOODS, CITY OF LATHRUP VILLAGE, CITY OF SOUTH LYON, GROVELAND TOWNSHIP AND THE CHARTER TOWNSHIP OF HIGHLAND To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Equalization Division provides a number of services to local units of government including original assessments, reappraisals, and file maintenance; and WHEREAS these services are provided under contract with the local units as approved by the Board of Commissioners; and WHEREAS revenues and expenditures associated with the services for these contracts are included in the Fiscal Year 2008 budget, and therefore, no budget amendment is recommended. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves entering into the attached Contract for Oakland County Equalization Division Assistance Services covering the term July 1, 2008 thru June 30, 2009 with the City of Berkley, City of the Village of Clarkston, City of Clawson, City of Hazel Park, City of Huntington Woods, City of Lathrup Village, City of South Lyon, Groveland Township and the Charter Township of Highland, all of which have been signed by their respective CVT authorized signatories. BE IT FURTHER RESOLVED that the increase in revenues for these contracts, with all CVT’s estimated at $65,622, will be incorporated into the County Executive Recommended budget for Fiscal Year 2009 and Fiscal Year 2010. BE IT FURTHER RESOLVED that the Board of Commissioners’ Chairperson is authorized to sign these contracts. BE IT FURTHER RESOLVED that the Oakland County Clerk shall receive and file the executed contracts with the concerned units of government as required by law. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMMITTEE CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF BERKLEY (real and personal property services) This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF BERKLEY, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Commissioners Minutes Continued. May 22, 2008 225 Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF BERKLEY , a Michigan Constitutional and Municipal Corporation whose address is 3338 Coolidge Highway, Berkley, Michigan 48072-1690 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Management and Budget. Commissioners Minutes Continued. May 22, 2008 226 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2009 tax year as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for consultation on all Michigan Tax Tribunal real and personal property appeals and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, Commissioners Minutes Continued. May 22, 2008 227 the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the Commissioners Minutes Continued. May 22, 2008 228 employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, Commissioners Minutes Continued. May 22, 2008 229 required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2009, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County on or before July 1, 2009 the sum of $13.60 for each real Commissioners Minutes Continued. May 22, 2008 230 property description and $12.40 for each personal property description rendered during the life of this Contract. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail, for any reason, to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the County. Such funds shall be paid directly to the County. Further, the MUNICIPALITY waives any claims against the State or County, or their respective officials, for any such amounts paid to the County. 6.4. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any claims against the County, or its officials, for any such amounts paid to the County. 6.5. Notwithstanding any other term or condition in this Contract, should the Municipality fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County may discontinue, upon thirty (30) days written notice to the Municipality, without any penalty or liability whatsoever, any County services or performance obligations under this Contract. 6.6. None of these provisions shall operate to limit in any way the County’s right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the County under this Agreement. The remedies in this paragraph are available to the County on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special Commissioners Minutes Continued. May 22, 2008 231 or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation Commissioners Minutes Continued. May 22, 2008 232 benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation which is governed by the Truth in Taxation Act as well as any property which is being considered for an exemption under the Industrial Facitlity Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to Commissioners Minutes Continued. May 22, 2008 233 guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of Berkley. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of Berkley and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Berkley. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or Commissioners Minutes Continued. May 22, 2008 234 nonpossessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Marilyn Stephan, Mayor of the City of Berkley, hereby acknowledges that she has been authorized by a resolution of the City Council of Berkley, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ Marilyn Stephan, Mayor City of Berkley WITNESSED:__________________________ DATE: __________________ Karen L. Brown, Clerk/Treasurer City of Berkley IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth Johnson, Clerk/ Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF THE VILLAGE OF CLARKSTON (real and personal property services) This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF THE VILLAGE OF CLARKSTON (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose Commissioners Minutes Continued. May 22, 2008 235 address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF THE VILLAGE OF CLARKSTON , a Michigan Constitutional and Municipal Corporation whose address is 375 Depot Road, Clarkston, Michigan 48346-1418 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational Commissioners Minutes Continued. May 22, 2008 236 unit of the County other than the Equalization Division of the Department of Management and Budget. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2009 tax year as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for consultation on all Michigan Tax Tribunal real and personal property appeals Commissioners Minutes Continued. May 22, 2008 237 and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any Commissioners Minutes Continued. May 22, 2008 238 and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no Commissioners Minutes Continued. May 22, 2008 239 other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2009, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County on or before July 1, 2009 the sum of $14.00 for each real Commissioners Minutes Continued. May 22, 2008 240 property description and $12.40 for each personal property description rendered during the life of this Contract. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail, for any reason, to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the County. Such funds shall be paid directly to the County. Further, the MUNICIPALITY waives any claims against the State or County, or their respective officials, for any such amounts paid to the County. 6.4. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any claims against the County, or its officials, for any such amounts paid to the County. 6.5. Notwithstanding any other term or condition in this Contract, should the Municipality fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County may discontinue, upon thirty (30) days written notice to the Municipality, without any penalty or liability whatsoever, any County services or performance obligations under this Contract. 6.6. None of these provisions shall operate to limit in any way the County’s right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the County under this Agreement. The remedies in this paragraph are available to the County on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Commissioners Minutes Continued. May 22, 2008 241 Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, Commissioners Minutes Continued. May 22, 2008 242 any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation which is governed by the Truth in Taxation Act as well as any property which is being considered for an exemption under the Industrial Facility Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to Commissioners Minutes Continued. May 22, 2008 243 guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of the Village of Clarkston. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of the Village of Clarkston and shall also be filed with the office of the Clerk of the County and the Clerk for the City of the Village of Clarkston. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or Commissioners Minutes Continued. May 22, 2008 244 against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Sharon Catallo, Mayor of the City of the Village of Clarkston, hereby acknowledges that she has been authorized by a resolution of the City Council of the Village of Clarkston, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ Sharron Catallo, Mayor City of the Village of Clarkston WITNESSED: __________________________ DATE: __________________ Artemus M. Pappas, City Manager/Clerk/Treasurer City of the Village of Clarkston IN WITNESS WHEREOF, Bill Bullard, Jr. Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth Johnson, Clerk/ Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF THE CITY OF CLAWSON (real and personal property services) Commissioners Minutes Continued. May 22, 2008 245 This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF CLAWSON (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF CLAWSON , a Michigan Constitutional and Municipal Corporation whose address is 425 North Main Street, Clawson, Michigan 48017 (hereafter, the Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any Commissioners Minutes Continued. May 22, 2008 246 County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Management and Budget. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2009 tax year as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for Commissioners Minutes Continued. May 22, 2008 247 consultation on all Michigan Tax Tribunal real and personal property appeals and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide Commissioners Minutes Continued. May 22, 2008 248 any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under Commissioners Minutes Continued. May 22, 2008 249 their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2009, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. Commissioners Minutes Continued. May 22, 2008 250 §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County on or before July 1, 2009 the sum of $13.60 for each real property description and $12.40 for each personal property description rendered during the life of this Contract. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail, for any reason, to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the County. Such funds shall be paid directly to the County. Further, the MUNICIPALITY waives any claims against the State or County, or their respective officials, for any such amounts paid to the County. 6.4. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any claims against the County, or its officials, for any such amounts paid to the County. 6.5. Notwithstanding any other term or condition in this Contract, should the Municipality fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County may discontinue, upon thirty (30) days written notice to the Municipality, without any penalty or liability whatsoever, any County services or performance obligations under this Contract. 6.6. None of these provisions shall operate to limit in any way the County’s right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the County under this Agreement. The remedies in this paragraph are available to the County on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or Commissioners Minutes Continued. May 22, 2008 251 any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or Commissioners Minutes Continued. May 22, 2008 252 reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation which is governed by the Truth in Taxation Act as well as any property which is being considered for an exemption under the Industrial Facitlity Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor Commissioners Minutes Continued. May 22, 2008 253 of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of Clawson. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of Clawson and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Clawson. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or Commissioners Minutes Continued. May 22, 2008 254 against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Penny C. Luebs, Mayor of the City of Clawson, hereby acknowledges that she has been authorized by a resolution of the City Council of Clawson, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ Penny C. Luebs, Mayor City of Clawson WITNESSED: _____________________ DATE: __________________ G. Machele Kukuk, City Clerk City of Clawson IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that she has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth Johnson, Clerk/ Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL PARK (real and personal property services) Commissioners Minutes Continued. May 22, 2008 255 This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HAZEL PARK (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF HAZEL PARK , a Michigan Constitutional and Municipal Corporation whose address is 111 East Nine Mile Road, Michigan 48030 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any Commissioners Minutes Continued. May 22, 2008 256 County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Management and Budget. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2009 tax year as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for Commissioners Minutes Continued. May 22, 2008 257 consultation on all Michigan Tax Tribunal real and personal property appeals and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide Commissioners Minutes Continued. May 22, 2008 258 any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under Commissioners Minutes Continued. May 22, 2008 259 their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2009, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. Commissioners Minutes Continued. May 22, 2008 260 §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County on or before July 1, 2009 the sum of $12.10 for each real property description and $12.00 for each personal property description rendered during the life of this Contract. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent Commissioners Minutes Continued. May 22, 2008 261 by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In Commissioners Minutes Continued. May 22, 2008 262 addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation which is governed by the Truth in Taxation Act as well as any property which is being considered for an exemption under the Industrial Facitlity Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division, following a fifteen (15) days' notice to the Municipality, may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or Commissioners Minutes Continued. May 22, 2008 263 completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of Hazel Park. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of Hazel Park and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Hazel Park. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior Commissioners Minutes Continued. May 22, 2008 264 agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Jack Lloyd, Mayor of the City of Hazel Park, hereby acknowledges that he has been authorized by a resolution of the City Council of Hazel Park, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ Jack Lloyd, Mayor City of Hazel Park WITNESSED: _____________________ DATE: __________________ Sharon Pinch, City Clerk City of Hazel Park IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth A. Johnson, Clerk/ Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HUNTINGTON WOODS (real and personal property services) This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF HUNTINGTON WOODS (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF HUNTINGTON WOODS, a Michigan Constitutional and Municipal Corporation whose address is 26815 Scotia Road, Huntington Woods, Michigan 48070-1199 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. Commissioners Minutes Continued. May 22, 2008 265 C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Management and Budget. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation Commissioners Minutes Continued. May 22, 2008 266 and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2009 tax year as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for consultation on all Michigan Tax Tribunal real and personal property appeals and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. Commissioners Minutes Continued. May 22, 2008 267 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. Commissioners Minutes Continued. May 22, 2008 268 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2009, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal Commissioners Minutes Continued. May 22, 2008 269 obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County on,or before July 1, 2009 the sum of $13.60 for each real property description and $12.90 for each personal property description rendered during the life of this Contract. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail, for any reason, to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State Commissioners Minutes Continued. May 22, 2008 270 of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the County. Such funds shall be paid directly to the County. Further, the MUNICIPALITY waives any claims against the State or County, or their respective officials, for any such amounts paid to the County. 6.4. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any claims against the County, or its officials, for any such amounts paid to the County. 6.5. Notwithstanding any other term or condition in this Contract, should the Municipality fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County may discontinue, upon thirty (30) days written notice to the Municipality, without any penalty or liability whatsoever, any County services or performance obligations under this Contract. 6.6. None of these provisions shall operate to limit in any way the County’s right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the County under this Agreement. The remedies in this paragraph are available to the County on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, Commissioners Minutes Continued. May 22, 2008 271 including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. Commissioners Minutes Continued. May 22, 2008 272 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation which is governed by the Truth in Taxation Act as well as any property which is being considered for an exemption under the Industrial Facitlity Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. Commissioners Minutes Continued. May 22, 2008 273 §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Commission of Huntington Woods. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Commission of Huntington Woods and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Huntington Woods. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. Commissioners Minutes Continued. May 22, 2008 274 §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Ronald F. Gillham, Mayor of the City of Huntington Woods, hereby acknowledges that he has been authorized by a resolution of the City Commission of Huntington Woods, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ Ronald F. Gillham, Mayor City of Huntington Woods WITNESSED:_ ____________________ DATE: __________________ Ruth A. Franzoni, City Clerk City of Huntington Woods IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth A. Johnson, Clerk/Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF LATHRUP VILLAGE (real and personal property services) This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF LATHRUP VILLAGE (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF LATHRUP VILLAGE, a Michigan Constitutional and Municipal Corporation whose address is 27400 Southfield Road, Lathrup Village, Michigan 48076-3489 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax Commissioners Minutes Continued. May 22, 2008 275 appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Management and Budget. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. Commissioners Minutes Continued. May 22, 2008 276 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2009 tax year as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for consultation on all Michigan Tax Tribunal real and personal property appeals and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. Commissioners Minutes Continued. May 22, 2008 277 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of Commissioners Minutes Continued. May 22, 2008 278 performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2009, without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. Commissioners Minutes Continued. May 22, 2008 279 §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County the sum of $14.00 for each real property description and $12.40 for each personal property description rendered during the life of this Contract. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. Commissioners Minutes Continued. May 22, 2008 280 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail, for any reason, to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the County. Such funds shall be paid directly to the County. Further, the MUNICIPALITY waives any claims against the State or County, or their respective officials, for any such amounts paid to the County. 6.4. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any claims against the County, or its officials, for any such amounts paid to the County. 6.5. Notwithstanding any other term or condition in this Contract, should the Municipality fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County may discontinue, upon thirty (30) days written notice to the Municipality, without any penalty or liability whatsoever, any County services or performance obligations under this Contract. 6.6. None of these provisions shall operate to limit in any way the County’s right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the County under this Agreement. The remedies in this paragraph are available to the County on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks Commissioners Minutes Continued. May 22, 2008 281 between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Commissioners Minutes Continued. May 22, 2008 282 Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation which is governed by the Truth in Taxation Act as well as any property which is being considered for an exemption under the Industrial Facitlity Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence Commissioners Minutes Continued. May 22, 2008 283 or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of Lathrup Village. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of Lathrup Village and shall also be filed with the office of the Clerk of the County and the Clerk for the City of Lathrup Village. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or non- possessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses Commissioners Minutes Continued. May 22, 2008 284 shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Frank M. Brock, Jr., Mayor of the City of Lathrup Village, hereby acknowledges that he has been authorized by a resolution of the City Council of Lathrup Village, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ Frank M. Brock, Jr., Mayor City of Lathrup Village WITNESSED: _____________________ DATE: __________________ Gloria Harris-Ford, Clerk City of Lathrup Village IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth Johnson, Clerk/Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF SOUTH LYON (real and personal property services) This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CITY OF SOUTH LYON, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CITY OF SOUTH LYON , a Michigan Constitutional and Municipal Corporation whose address is 335 South Warren, South Lyon, Michigan 48178 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. Commissioners Minutes Continued. May 22, 2008 285 B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Management and Budget. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any Commissioners Minutes Continued. May 22, 2008 286 person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2009 tax year as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for consultation on all Michigan Tax Tribunal real and personal property appeals and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal Commissioners Minutes Continued. May 22, 2008 287 responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Commissioners Minutes Continued. May 22, 2008 288 Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2009, without any further act or notice from either Party being required. Any and all County Services Commissioners Minutes Continued. May 22, 2008 289 otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County on or before July 1, 2009 the sum of $13.90 for each real property description and $11.40 for each personal property description rendered during the life of this Contract. The Municipality also agrees to pay to the County on or before July 1, 2009 the sum of $6.00 per unit of the Colonial Acres property which at the time of signing of this Agreement contains 837 units. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: Commissioners Minutes Continued. May 22, 2008 290 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail, for any reason, to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the County. Such funds shall be paid directly to the County. Further, the MUNICIPALITY waives any claims against the State or County, or their respective officials, for any such amounts paid to the County. 6.4. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any claims against the County, or its officials, for any such amounts paid to the County. 6.5. Notwithstanding any other term or condition in this Contract, should the Municipality fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County may discontinue, upon thirty (30) days written notice to the Municipality, without any penalty or liability whatsoever, any County services or performance obligations under this Contract. 6.6. None of these provisions shall operate to limit in any way the County’s right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the County under this Agreement. The remedies in this paragraph are available to the County on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract Commissioners Minutes Continued. May 22, 2008 291 or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are Commissioners Minutes Continued. May 22, 2008 292 based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation which is governed by the Truth in Taxation Act as well as any property which is being considered for an exemption under the Industrial Facitlity Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based Commissioners Minutes Continued. May 22, 2008 293 upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the City Council of South Lyon. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the City Council of South Lyon and shall also be filed with the office of the Clerk of the County and the Clerk for the City of South Lyon. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, Commissioners Minutes Continued. May 22, 2008 294 including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, John M. Doyle, Jr., Mayor of the City of South Lyon, hereby acknowledges that he has been authorized by a resolution of the City Council of South Lyon, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ John M. Doyle, Jr., Mayor City of South Lyon WITNESSED: _____________________ DATE: __________________ Julie C. Zemke, Clerk/Treasurer City of South Lyon IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth Johnson, Clerk/Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE TOWNSHIP OF GROVELAND (real and personal property services) This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE TOWNSHIP OF GROVELAND (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the TOWNSHIP OF GROVELAND, a Michigan Constitutional and Municipal Corporation whose address is 4695 Grange Hall Road, Holly, Michigan 48442 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to perform real and personal property tax appraisals and assessments for all nonexempt real and Commissioners Minutes Continued. May 22, 2008 295 personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Management and Budget. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Commissioners Minutes Continued. May 22, 2008 296 Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2009 tax year as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for consultation on all Michigan Tax Tribunal real and personal property appeals and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal Commissioners Minutes Continued. May 22, 2008 297 responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Commissioners Minutes Continued. May 22, 2008 298 Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2009, without any further act or notice from either Party being required. Any and all County Services Commissioners Minutes Continued. May 22, 2008 299 otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County on or before July 1, 2009 the sum of $13.60 for each real property description and $12.40 for each personal property description rendered during the life of this Contract. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to the Municipality over and above any other fees described in this Contract, with the following exceptions: 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. Commissioners Minutes Continued. May 22, 2008 300 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail, for any reason, to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the County. Such funds shall be paid directly to the County. Further, the MUNICIPALITY waives any claims against the State or County, or their respective officials, for any such amounts paid to the County. 6.4. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any claims against the County, or its officials, for any such amounts paid to the County. 6.5. Notwithstanding any other term or condition in this Contract, should the Municipality fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County may discontinue, upon thirty (30) days written notice to the Municipality, without any penalty or liability whatsoever, any County services or performance obligations under this Contract. 6.6. None of these provisions shall operate to limit in any way the County’s right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the County under this Agreement. The remedies in this paragraph are available to the County on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks Commissioners Minutes Continued. May 22, 2008 301 between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Commissioners Minutes Continued. May 22, 2008 302 Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation which is governed by the Truth in Taxation Act as well as any property which is being considered for an exemption under the Industrial Facitlity Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence Commissioners Minutes Continued. May 22, 2008 303 or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the Board of Trustees of the Township of Groveland. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the Board of Trustees of the Township of Groveland and shall also be filed with the office of the Clerk of the County and the Clerk for the Township of Groveland. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, Commissioners Minutes Continued. May 22, 2008 304 including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Robert DePalma, Supervisor of the Township of Groveland, hereby acknowledges that he has been authorized by a resolution of the Board of Trustees of the Township of Groveland, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ Robert DePalma, Supervisor Township of Groveland WITNESSED: _____________________ DATE: __________________ Pamela Mazich, Clerk Township of Groveland IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth Johnson, Clerk/Register of Deeds County of Oakland CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND (real and personal property services) This CONTRACT FOR OAKLAND COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES WITH THE CHARTER TOWNSHIP OF HIGHLAND, (hereafter, this "Contract") is made and entered into between the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter, the "County"), and the CHARTER TOWNSHIP OF HIGHLAND, a Michigan Constitutional and Municipal Corporation whose address is 205 North John Street, Highland, Michigan 48357 (hereafter, the "Municipality"). In this Contract, either the County and/or the Municipality may also be referred to individually as a "Party" or jointly as "Parties.” INTRODUCTORY STATEMENTS A. The Municipality, pursuant to the laws of the State of Michigan (hereafter, the "State"), including, but not limited to, the Michigan General Property Tax Act (MCL 211.1, et seq.) is required to Commissioners Minutes Continued. May 22, 2008 305 perform real and personal property tax appraisals and assessments for all nonexempt real and personal property located within the geographic boundaries of the Municipality for the purpose of levying State and local property taxes. B. The Parties recognize and agree that absent an agreement such as this, or pursuant to an order of the State Tax Commission mandating the County to perform all or some of the property tax appraisal and tax assessment responsibilities for real and/or personal property located within the Municipality's geographic boundaries (MCL 211.10(f), the County, has no obligation to provide these Services to or for the Municipality. C. The Michigan General Property Tax Act (MCL 211.34(3) provides that the County Board of Commissioners, through the Equalization Division may furnish assistance to local assessing officers in the performance of certain of these legally mandated, Municipality, property appraisal and assessment responsibilities. D. The Municipality has requested the County's Equalization Division assistance in performing the “Equalization Division Assistance Services" (as described and defined in this Contract) and has agreed in return to reimburse the County as provided for in this Contract. E. The County has determined that it has sufficient "Equalization Division Personnel," as defined herein, possessing the requisite knowledge and expertise and is agreeable to assisting the Municipality by providing the requested “Equalization Division Assistance Services" under the terms and conditions of this Contract. NOW, THEREFORE, in consideration of these premises and the mutual promises, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the County and the Municipality mutually agree as follows: §1. DEFINED TERMS In addition to the above defined terms (i.e., "Contract”, "County”, “Municipality”, "Party" and "Parties", and “State”), the Parties agree that the following words and expressions when printed with the first letter capitalized as shown herein, whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, shall, be defined and interpreted as follows: 1.1. "County Agent" or "County Agents" shall be defined as any and all Oakland County elected officials, appointed officials, directors, board members, council members, commissioners, authorities, other boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal representative or official capacities), and/or any persons acting by, through, under, or in concert with any of them, excluding the Municipality and/or any Municipality Agents, as defined herein. "County Agent" and/or "County Agents" shall also include any person who was a County Agent anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected and serving as a County Agent. 1.2. “Equalization Division Personnel” as used in this Contract shall be defined as a specific subset of, and included as part of the larger group of County Agents as defined above, and shall be further defined as any and all County Agents specifically employed and assigned by the County to work in the Equalization Division of the County’s Department of Management and Budget as shown in the current County budget and/or personnel records of the County. For any and all purposes in this Contract, any reference to County Agents shall also include within that term any and all Equalization Division Personnel, but any reference in this contract to Equalization Division Personnel shall not include any County Agent employed by the County in any other function, capacity or organizational unit of the County other than the Equalization Division of the Department of Management and Budget. 1.3. "Municipality Agent" or "Municipality Agents", shall be defined to include any and all Municipality officers, elected officials, appointed officials, directors, board members, council members, authorities, boards, committees, commissions, employees, managers, departments, divisions, volunteers, agents, representatives, and/or any such persons' successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any Commissioners Minutes Continued. May 22, 2008 306 and all persons acting by, through, under, or in concert with any of them, except that no County Agent shall be deemed a Municipality Agent and conversely, no Municipality Agent shall be deemed a County Agent. "Municipality Agent" shall also include any person who was a Municipality Agent at any time during this Contract but for any reason is no longer employed, appointed, or elected in that capacity. 1.4. "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities or Claim(s) of any kind whatsoever which are imposed on, incurred by, or asserted against either the County and/or any County Agent, as defined herein, or any Claim(s) for which the County and/or any County Agent may become legally and/or contractually obligated to pay or defend against, or any other liabilities of any kind whatsoever, whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or State), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened and arising out of any alleged breach of any duty by the County and/or any County Agent to any third-person, the Municipality, including any Municipality Agent or any Municipality Taxpayer under or in connection with this Contract or are based on or result in any way from the County’s and/or any County Agent’s participation in this Contract. 1.5. “Municipality Taxpayer” shall be defined as any and all residents, property owners, persons, or taxable entities within the Municipality, or their representatives or agents, who may be liable or responsible for any property taxes assessed by the Municipality pursuant to any applicable State Property Tax Laws. 1.6. "State" shall be defined as the "State of Michigan,” a sovereign governmental entity of the United States, and shall also include within its definition any and all departments or agencies of State government including specifically, but not limited to, the State Tax Commission, the State Tax Tribunal, and/or the State Department of Treasury. §2. COUNTY EQUALIZATION DIVISION ASSISTANCE SERVICES The Parties agree that the full and complete scope of any and all County Equalization Division Assistance Services shall be as described and limited in the following subsections (hereinafter defined and referred to as either “Equalization Division Assistance Services” or "Services”). 2.1. “EQUALIZATION DIVISION ASSISTANCE SERVICES” OR “SERVICES” TO BE PROVIDED "Equalization Division Assistance Services" or "Services", to be performed by County for the Municipality as those terms are defined in this Contract, shall only include and shall be limited to the following activities: 2.1.1. This Contract is to provide for annual assessment of real and personal property through the 2006, 2007 and 2008 tax years as required by laws of the State of Michigan. The County agrees to make assessments of real and personal property within the Municipality pursuant to MCL 211.10d. 2.1.2. The Equalization Division personnel will appraise all new property, process all real and personal property description changes, prepare the assessment roll for real and personal property in the Municipality; attend March, July and December Boards of Review and other such duties as required by the State General Property Tax Laws. The Equalization Division personnel will also be available for consultation on all Michigan Tax Tribunal real and personal property appeals and will assist the assessor in the preparation of both the oral and written defense of appeals, as long as there is a current Contract in effect. However, the County shall not assist or appear on behalf of the Municipality regarding appeals of special assessments to the Michigan Tax Tribunal or any other Court or Tribunal. 2.2. PURPOSE OF COUNTY “SERVICES” The Parties agree that the purpose of any and all “Equalization Division Assistance Services” or “Services” to be performed under this Contract shall be to assist (e.g., to help, aid, lend support, and/or participate in as an Commissioners Minutes Continued. May 22, 2008 307 auxiliary, to contribute effort toward completion of a goal, etc.) the Municipality in the performance of that Municipality's official functions, obligations, and Municipality's legal responsibilities for property tax appraisal and assessment pursuant to the applicable State Property Tax Laws. 2.3. MANNER COUNTY TO PROVIDE SERVICES The Parties agree that any and all "Equalization Division Assistance Services" or "Services" to be provided by the County for the Municipality under this Contract shall be performed solely and exclusively by the County's "Equalization Division Personnel" as defined herein. 2.3.1. Equalization Division Personnel shall be employed and assigned by the County in such numbers and based on such appropriate qualifications and other factors as decided solely by the County. 2.3.2. The Parties agree that the County shall be solely and exclusively responsible for furnishing all Equalization Division Personnel with all job instructions, job descriptions and job specifications and shall in all circumstances control, supervise, train or direct all Equalization Division Personnel in the performance of any and all Services under this Contract. 2.3.3. Except as otherwise expressly provided for herein, the Parties agree and warrant that, at all times and for all purposes relevant to this Contract, the County shall remain the sole and exclusive employer of all County Agents and Equalization Division Personnel and that the County shall remain solely and completely liable for any and all County Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any County Agent's employment status. 2.3.4. This Contract is neither intended, nor shall it be interpreted, to create, change, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner, form, or at any time, any right, privilege, benefit, or any other term or condition of employment, of any kind or nature whatsoever, in, upon, or for any County Agent or Equalization Division Personnel with the County, any applicable County employment and/or union contract, and/or any County rule(s), regulation(s), hours of work, shift assignment, order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the County and any County Agent or Equalization Division Personnel and/or the conduct and actions of any County Agent or any Equalization Division Personnel. To illustrate, but not otherwise limit, this Contract does not and shall not be interpreted to limit, modify, control, or otherwise affect, in any manner: 2.3.4.1. The County's sole and exclusive right, obligation, responsibility, and discretion to employ, compensate, assign, reassign, transfer, promote, reclassify, discipline, demote, layoff, furlough, discharge any Equalization Division Personnel and/or pay any and all Equalization Division Personnel's wages, salaries, allowances, reimbursements, compensation, fringe benefits, or otherwise decide any and all such terms and conditions of employment and make any and all employment decisions that affect, in any way, the employment of any Equalization Division Personnel with the County, subject only to its applicable collective bargaining Contracts. 2.3.4.2. The County's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which, in any way, Commissioners Minutes Continued. May 22, 2008 308 governs or controls any activity of any County Agent or Equalization Division Personnel, any necessary County Agent or Equalization Division Personnel's training standards or proficiency(ies), any level or amount of required supervision, any and all standards of performance, any sequence or manner of performance, and any level(s) of experience, training, or education required for any Equalization Division Personnel performing any County duty or obligation under the terms of this Contract. 2.3.5. The Municipality agrees that except as expressly provided for under the terms of this Contract and/or laws of this State, no County Agent or Equalization Division Personnel, while such person is currently and/or actively employed or otherwise remains on the payroll of the County as a County Agent shall be employed, utilized, or perform any other services, of any kind, directly or indirectly, in any manner or capacity, or otherwise be available to perform any other work or assignments by or for the Municipality during the term of this Contract. This section shall not prohibit the Municipality from employing any person who was a former County Agent but is no longer employed in that capacity by the County. 2.3.6. Except as otherwise expressly provided by the Contract and/or applicable State law, the Parties agree and warrant that neither the County, nor any County Agent, nor any Equalization Division Personnel, by virtue of this Contract or otherwise, shall be deemed, considered or claimed to be an employee of the Municipality and/or a Municipality Agent. 2.3.7. The Municipality shall not otherwise provide, furnish or assign any Equalization Division Personnel with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train, or direct any Personnel in the performance of any County's Equalization Division Assistance Services duty or obligation under the terms of this Contract. 2.4. LIMITS AND EXCLUSIONS ON COUNTY “SERVICES” Except as otherwise expressly provided for within this Contract, neither the County nor any County Agents shall be responsible for assisting or providing any other "Services " or assistance to the Municipality or assume any additional responsibility for assisting the Municipality in any other way or manner with any Municipality obligations under any and all State Property Tax Laws, including, but not limited to, providing any attorney or legal representation to the Municipality or any Municipality Agent at any proceeding before the Michigan Tax Tribunal or any other adjudicative body or court, except as expressly provided for in this Contract. 2.4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation under any applicable State Property Tax Laws. The Municipality shall employ and retain its own Municipality legal representation, as necessary, to defend any such claim or challenge before the State Tax Tribunal or any other court or review body. 2.4.2. Except for those express statutory and/or regulatory obligations incumbent only upon licensed Equalization Division Personnel (i.e., State Licensed and Certified Real and/or Personal Property Tax Assessors) to defend property tax appraisals and assessments that they either performed, or were otherwise performed under their supervision, before the Michigan Tax Tribunal, the Parties agree that no other County Agents, including any County attorneys shall be authorized, required and/or otherwise obligated under this Contract or pursuant to any other agreement between the Parties to provide any legal representation to or for the Municipality and/or otherwise defend, challenge, contest, appeal, or argue on behalf of the Municipality before the Michigan Tax Tribunal or any other review body or court. §3. TERM OF CONTRACT The Parties agree that the term of this Contract shall begin on the effective date of this Contract, as otherwise provided herein, and shall end on June 30, 2008, Commissioners Minutes Continued. May 22, 2008 309 without any further act or notice from either Party being required. Any and all County Services otherwise provided to the Municipality prior to the effective date of this Contract, shall be subject to the terms and conditions provided for herein. §4. NO TRANSFER OF MUNICIPALITY LEGAL OBLIGATIONS TO COUNTY Except as expressly provided for in this Contract, the Municipality agrees that this Contract does not, and is not intended to, transfer, delegate, or assign to the County, and/or any County Agent or Equalization Division Personnel any civil or legal responsibility, duty, obligation, duty of care, cost, legal obligation, or liability associated with any governmental function delegated and/or entrusted to the Municipality under any applicable State Property Tax Laws. 4.1. The Municipality shall, at all times and under all circumstances, remain solely liable for any and all costs, legal obligations, and/or civil liabilities associated with or in any way related to any Municipality tax appraisal or assessment functions or any other Municipality legal obligation. The Municipality agrees that under no circumstances shall the County be responsible for any costs, obligations, and/or civil liabilities associated with its Municipality function or any responsibility under any State Property Tax Law. 4.2. The Municipality shall not incur or create any debts, liens, liabilities or obligations for the County and shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that the Municipality may incur shall not become a debt, liability, obligation or Claim(s) against the County. 4.3. The Parties agree that the Municipality shall at all times remain responsible for the ultimate completion of any and all Municipality duties or obligations under any and all applicable State Property Tax Laws. Nothing in this Contract shall relieve the Municipality of any Municipality duty or obligation under any applicable State Property Tax Law. 4.4. The Municipality and Municipality Agents shall be and remain responsible for compliance with all federal, State, and local laws, ordinances, regulations, and agency requirements in any manner affecting any work or performance of this Contract or with any Municipality duty or obligation under any applicable State Property Tax Law. §5. NO DELEGATION OR DIMINUTION OF ANY GOVERNMENTAL AUTHORITY The Parties reserve to themselves any rights and obligations related to the provision of any and all of each Party's respective governmental services, authority, responsibilities, and obligations. Except as expressly provided otherwise herein, this Contract does not, and is not intended to, create, diminish, delegate, transfer, assign, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, civil or legal responsibility, obligation, duty of care, liability, capacity, immunity, authority or character of office of either Party to any other person or Party. 5.1. The Parties further agree, notwithstanding any other term or condition in this Contract, that no provision in this Contract is intended, nor shall it be construed, as a waiver of any governmental immunity, as provided by statute or applicable court decisions, by either Party, either for that Party and/or any of that Party's County or Municipal Agents. 5.2. Notwithstanding any other provision in this Contract, nothing in this Contract shall be deemed to, in any way, limit or prohibit the Oakland County Board of Commissioners statutory rights and obligations to review and/or further equalize Municipality property values or tax assessments and/or further act upon any Municipality assessment(s) of property taxes under any applicable State Property Tax Laws, including, but not limited to challenging any Municipality assessment before the Michigan Tax Tribunal. §6. PAYMENT SCHEDULE In consideration of the promises set forth in this Contract, the Municipality agrees to pay to the County: For the contract years 2005-2006, 2006-2007 and 2007- 2008, the sum of $14.00 each year for each real property description and $12.60 each year for each personal property description rendered during the life of this Contract. Payment for the contract years 2005-2006, 2006-2007 and 2007-2008 is payable on or before July 1, 2006, July 1, 2007 and July 1, 2008, respectively. If during the term of this Contract, there are additional services requested of the County, the Parties shall negotiate additional fees to be paid by the Municipality. 6.1. All time incurred for Board of Review dates beyond the regular County working hours to be billed at the applicable Equalization Division personnel’s overtime rate and charged to Commissioners Minutes Continued. May 22, 2008 310 the Municipality over and above any other fees described in this Contract, with the following exceptions: 6.1.1. One evening meeting as required by law under MCL § 211.29(1). 6.1.2. Dates requiring overtime set by the Municipality Charter. 6.2. The Municipality agrees to be responsible for postage on all personal property statements and personal property notices mailed relating to work performed under this Contract. The Municipality agrees to be responsible for all photographic supplies. 6.3. Should the MUNICIPALITY fail, for any reason, to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that upon notice from the Oakland County Treasurer to the Treasurer of the State of Michigan (or any other State of Michigan official authorized to disburse funds to the MUNICIPALITY), the State of Michigan is authorized to withhold any funds due the MUNICIPALITY from the State, and assign those funds to partially or completely offset any deficiency by the MUNICIPALITY to the County. Such funds shall be paid directly to the County. Further, the MUNICIPALITY waives any claims against the State or County, or their respective officials, for any such amounts paid to the County. 6.4. Should the MUNICIPALITY fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County Treasurer shall be entitled to set-off and retain any amounts due the MUNICIPALITY from Delinquent Tax Revolving Fund (“DTRF”) or any other source of funds due the MUNICIPALITY in the possession of the County, to partially or completely offset any deficiency by the MUNICIPALITY, unless expressly prohibited by law. Such a transfer shall be considered an assignment by the MUNICIPALITY to the COUNTY. Further, the MUNICIPALITY waives any claims against the County, or its officials, for any such amounts paid to the County. 6.5. Notwithstanding any other term or condition in this Contract, should the Municipality fail for any reason to timely pay the County the amounts required under this Contract, the MUNICIPALITY agrees that the County may discontinue, upon thirty (30) days written notice to the Municipality, without any penalty or liability whatsoever, any County services or performance obligations under this Contract. 6.6. None of these provisions shall operate to limit in any way the County’s right to pursue any other legal remedies against the MUNICIPALITY for the reimbursement of amounts due the County under this Agreement. The remedies in this paragraph are available to the County on an ongoing and successive basis, as the MUNICIPALITY becomes delinquent in its payments. §7. LIABILITY The Municipality further agrees that the County shall not be liable to the Municipality for any and all Claim(s), except as otherwise expressly provided for in this Contract. 7.1. The Parties agree that this Contract does not and is not intended to create or include any County warranty, promise, covenant or guaranty, either express or implied, of any kind or nature whatsoever in favor of the other Municipality, and/or any Municipality Agents, or any Municipality Taxpayer or any other person or entity, or that the County’s efforts in the performance of any obligation under this Contract will result in any specific monetary benefit or efficiency, or increase in any tax revenue for the Municipality, or will result in any specific reduction or increase in any property assessment, or guarantee that any County services provided under this Contract will withstand any challenge before the State Tax Tribunal or any court or review body, or any other such performance-based outcome. 7.2. In the event of any alleged breach, wrongful termination, and/or any default of any term or condition of this Contract by either the County or any County Agent, the County and/or any County Agent shall not be liable to the Municipality for any indirect, incidental, special or consequential damages, including, but not limited to any replacement costs for County Services, any loss of income or revenue, and/or any failure by the Municipality to meet any Municipality obligation under any applicable State Property Tax Laws, or any other economic benefit or harm that the Municipality may have realized, but for any alleged breach, wrongful termination, default and/or cancellation of this Contract, or damages beyond or in excess of the amount(s) of any amount paid to, received or retained by the Commissioners Minutes Continued. May 22, 2008 311 County at the time of the alleged breach or default in connection with or under the terms of this Contract, whether such alleged breach or default is alleged in an action in contract or tort and/or whether or not the Municipality has been advised of the possibility of such damages. This provision and this Contract is intended by the Parties to allocate the risks between the Parties, and the Parties agree that the allocation of each Party's efforts, costs, and obligations under this Contract reflect this allocation of each Party's risk and the limitations of liability as specified herein. 7.3. Notwithstanding any other provision in this Contract, with regard to any and all alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, and/or any other amounts, liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality or any Municipality Agent by any third person, including but not limited to any Municipality Agent or Municipality Taxpayer, arising out of any activities or Services to be carried out by any County Agent in the performance of this Contract, the Municipality hereby agrees that it shall have no rights pursuant to or under this Contract against the County and/or any County Agents to or for any indemnification (i.e., contractually, legally, equitably, or by implication) contribution, subrogation, or other right to be reimbursed by the County and/or any of County Agents based upon any and all legal theories or alleged rights of any kind, whether known or unknown, for any and all alleged losses, claims, complaints, demands for relief or damages, judgments, deficiencies, liability, penalties, litigation costs and expenses of any kind whatsoever which are imposed on, incurred by, or asserted against the Municipality and which are alleged to have arisen under or are in any way based or predicated upon this Contract. 7.4. If the Municipality requests and the County agrees, the County may prepare the actual tax statement for mailing by the Municipality to Municipality residents. In preparing any such tax statement the County shall rely upon certain data provided by the Municipality beyond the data gathered by the County under this contract, including, but not limited to, the applicable millage rate. The parties agree that under no circumstances shall the County be held liable to the Municipality or any third party based upon any error in any tax statement due to information supplied by the Municipality to the County for such purposes. §8. MUNICIPALITY AGENTS AND COOPERATION WITH THE COUNTY The Municipality agrees that it shall be solely and exclusively responsible, during the term of this Contract, for guaranteeing that all Municipality Agents fully cooperate with Equalization Division Personnel in the performance of all County Services under this Contract. 8.1. Municipality Agents shall be employed and assigned based on appropriate qualifications and other factors as decided by the Municipality. The Municipality agrees that it shall be solely responsible for furnishing all Municipality Agents with all job instructions, job descriptions and job specifications and shall solely control, direct, and supervise all Municipality Agents and shall be solely responsible for the means and manner in which Municipality's duties or obligations under any applicable State Property Tax Laws are satisfied. 8.2. The Municipality agrees that it shall be solely and completely liable for any and all Municipality Agents' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation benefits, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any Municipality Agent's employment status or any alleged violation of any Municipality Agent's statutory, contractual (e.g., union, employment, or labor contract), constitutional, common law employment right, and/or civil rights by the Municipality. The Municipality agrees to indemnify and hold harmless the County from Commissioners Minutes Continued. May 22, 2008 312 and against any and all Claim(s) which are imposed upon, incurred by, or asserted against the County or any County Agent by any Municipality Agent and/or which are based upon, result from, or arise from, or are in any way related to any Municipality Agent's wages, compensation, benefits, or other employment-related or based rights, including, but not limited to, those described in this section. 8.3. The Municipality agrees that no Municipality Agent shall, by virtue of this Contract or otherwise, be considered or claimed to be an employee of the County and/or a County Agent. This Contract does not grant or confer, and shall not be interpreted to grant or confer, upon any Municipality Agents or any other individual any status, privilege, right, or benefit of County employment or that of a County Agent. 8.4. The Municipality agrees to provide the County with information regarding any activity affecting the tax status of any parcel including but not limited to the following: Downtown Development Authorities, Redevelopment Plans, Tax Increment Financing Authorities. In addition, the municipality agrees to notify the County immediately of approval of any application for abatement or tax exemption. 8.5. The Municipality agrees to inform the County agents regarding any increase in taxation, which is governed by the Truth in Taxation Act, as well as any property which is being considered for an exemption under the Industrial Facility Tax Act. The County shall be informed of these proposed changes prior to approval by the governing body of the municipality. 8.6. The Municipality will be responsible for Special Assessment billings, maintaining a paper trail of roll changes, maintaining the rolls in balance, and providing the Oakland County Equalization Division with the information necessary to prepare the warrant. 8.7. The Municipality agrees that its agents will perform the following functions: 8.7.1. Mechanically make name changes to Sidwell numbers on a monthly basis using the County’s Computer terminals. 8.7.2. Provide a copy of all building permits with Sidwell numbers to the County’s Equalization Division on a monthly basis. 8.7.3. Be responsible for the establishment, accuracy and compilation of all Special Assessment rolls in the Municipality. 8.7.4. Forward all exemption applications, transfer affidavits, personal property statements and any and all other documents affecting the status or value of property located within the Municipality to the County’s Equalization Division in a timely manner. 8.7.5. Forward all information on splits and combinations after approval by the Municipality to the County’s Equalization Division. 8.8. In the event that Municipality Agents, for whatever reason, fail or neglect to undertake the tasks in Section 8.7 above, the County’s Equalization Division may perform these tasks and they shall be paid on a time and material basis. Such rate shall be based upon the wages plus benefits of the person or persons performing said tasks. §9. INDEPENDENT CONTRACTOR The Parties agree that at all times and for all purposes under the terms of this Contract, the County's and/or any and all County Agents' legal status and relationship to the Municipality shall be that of an Independent Contractor. Except as expressly provided herein, each Party will be solely responsible for the acts of its own employees, Agents, and servants during the term of this Contract. No liability, right or benefits arising out of an employer/employee relationship, either express or implied, shall arise or accrue to either Party as a result of this Contract. §10. COUNTY PRIORITIZATION OF COUNTY RESOURCES The Municipality acknowledges and agrees that this Contract does not, and is not intended to, create either any absolute right in favor of the Municipality, or any correspondent absolute duty or obligation upon the County, to guarantee that any specific number(s) or classification of County Agents will be present on any given day to provide County services to the Municipality. §11. INDEMNIFICATION The Municipality shall not be obligated to pay any portion of any court ordered judgment or award to a third party for which a court has determined that the County and/or any County Agent was solely negligent or at fault. However, the Municipality agrees to, indemnify and hold the County and/or any County Agent harmless from and against any and all Commissioners Minutes Continued. May 22, 2008 313 Claim(s) which are imposed upon, incurred by, or asserted against the County and/or any County Agent by any Municipality Agent under any circumstances or by any person which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligence or intentional act(s) or omission(s) by the Municipality and/or any Municipality Agent, including, but not limited to: (a) any alleged breach of legal duty to any person by the Municipality and/or any Municipality Agent; (b) any alleged failure by the Municipality or any Municipality Agent to comply with any Municipality duty or obligation in this Contract; and/or (c) any other Claim(s) based in any way upon any Municipality or Municipality Agent's services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. §12. CANCELLATION OR TERMINATION OF THIS CONTRACT Except as follows, and notwithstanding any other term or provision in any other section of this Contract, either Party, upon a minimum of ninety (90) calendar days written notice to the other Party, may cancel and/or completely terminate this Contract for any reason, including convenience, without incurring any penalty, expense, or liability to the other Party. The effective date for any such termination is to be clearly stated in the notice. 12.1. At 5:00 p.m. on the effective date of the cancellation of this Contract all Municipality and/or County obligations under this Contract, except those rights and obligations expressly surviving cancellation as provided for in this Contract, shall end. 12.2. The Municipality agrees that any and all Municipality obligations, including, but not limited to, any and all indemnification and hold harmless promises, waivers of liability, record- keeping requirements, any Municipality payment obligations to the County, and/or any other related obligations provided for in this Contract with regard to any acts, occurrences, events, transactions, or Claim(s) either occurring or having their basis in any events or transactions that occurred before the cancellation or completion of this Contract, shall survive the cancellation or completion of this Contract. §13. EFFECTIVE DATE, CONTRACT APPROVAL, AND AMENDMENT The Parties agree that this Contract, and/or any subsequent amendments thereto, shall not become effective prior to the approval by concurrent resolutions of both the Oakland County Board of Commissioners and the Charter Township of Highland. The approval and terms of this Contract, and/or any possible subsequent amendments thereto, shall be entered in the official minutes and proceedings of both the Oakland County Board of Commissioners and the Charter Township of Highland and shall also be filed with the office of the Clerk of the County and the Charter Township of Highland. §14. The Parties agree that this Contract, and/or any possible subsequent amendments, shall be filed with the Michigan Secretary of State and this Contract, and/or any possible subsequent amendments, shall not become effective prior to this required filing with the Secretary of State. 14.1. The Parties agree that except as expressly provided herein, this Contract shall not be changed, supplemented, or amended, in any manner, except as provided for herein, and no other act, verbal representation, document, usage or custom shall be deemed to amend or modify this Contract in any manner. §15. NO THIRD-PARTY BENEFICIARIES Except as expressly provided herein for the benefit of the Parties (i.e., County or Municipality), this Contract does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any person, including, but not limited to, any County Agent or Municipality Agent or any Municipality Taxpayer, any Taxpayer's legal representative, any organization, any alleged unnamed beneficiary or assignee, and/or any other person. §16. CONSTRUED AS A WHOLE The language of all parts of this Contract is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this Contract, the singular or plural number, possessive or nonpossessive shall be deemed to include the other whenever the context so suggests or requires. §17. CAPTIONS The section headings or titles and/or all section numbers contained in this Contract are intended for the convenience of the reader and not intended to have any substantive meaning and are not to be interpreted as part of this Contract. Commissioners Minutes Continued. May 22, 2008 314 §18. NOTICES Except as otherwise expressly provided for herein, any and all correspondence, invoices, and/or any other written notices required, permitted or provided for under this Contract to be delivered to either Party shall be sent to that Party by first class mail. All such written notices, including any notice canceling or terminating this Contract as provided for herein, shall be sent to the other Party's signatory to this Contract, or that signatory's successor in office, at the addresses shown in this Contract. All correspondence or written notices shall be considered delivered to a Party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. §19. WAIVER OF BREACH The waiver of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach. Each and every right, remedy and power granted to either party or allowed it by law shall be cumulative and not exclusive of any other. §20. ENTIRE CONTRACT This Contract, consisting of a total of fourteen (14) pages, sets forth the entire agreement between the County and the Municipality and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the County and the Municipality in any way related to the subject matter hereof, except as expressly stated herein. This Contract shall not be changed or supplemented orally and may be amended only as otherwise provided herein. For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in this Contract, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract on behalf of the Parties, and by doing so legally obligate and bind the Parties to the terms and conditions of this Contract. IN WITNESS WHEREOF, Patricia M. Pilchowski, Supervisor of the Charter Township of Highland, hereby acknowledges that she has been authorized by a resolution of the Board of Trustees of the Charter Township of Highland, a certified copy of which is attached, to execute this Contract on behalf of the Municipality and hereby accepts and binds the Municipality to the terms and conditions of this Contract. EXECUTED: __________________________ DATE: __________________ Patricia M. Pilchowski, Supervisor Charter Township of Highland WITNESSED: _____________________ DATE: __________________ Mary L. McDonell, Clerk Charter Township of Highland IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Contract on behalf of the Oakland County, and hereby accepts and binds the Oakland County to the terms and conditions of this Contract. EXECUTED: _________________________________ DATE: __________________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: ______________________________ DATE: __________________ Ruth Johnson, Clerk/Register of Deeds County of Oakland (The vote for this motion appears on page 338.) *MISCELLANEOUS RESOLUTION #08092 BY: Finance Committee, Mike Rogers, Chairperson IN RE: BOARD OF COMMISSIONERS - SUPPORT FOR CONGRESSIONAL HOUSE BILL HR-1023 AND U. S. SENATE BILL S-777 REPEALING AN UNFUNDED MANDATE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Section 511 of Public Law 109-222 (HR-4297) requires that the “Government of the United States, every State, every political subdivision thereof, and every instrumentality of the foregoing making Commissioners Minutes Continued. May 22, 2008 315 any payment to any person providing any property or services shall deduct and withhold from such payment a tax in an amount equal to 3 percent of such payment;” and WHEREAS a significant proportion of the more than 40,000 vouchers a year that Oakland County processes for “property or services” are to such “persons” (vendors); and WHEREAS for the County’s financial/procurement system to accommodate the “3 percent” tax, and to update the vendor master files, an initial cost of between $100,000 and $150,000 is anticipated; and WHEREAS the annual costs to administer and remit the “3 percent” tax would range from $15,000 to $25,000 in personnel time; and WHEREAS the “3 percent” tax is likely to impact the prices for goods and services from vendors, annual purchase cost increases may range from $400,000 to $900,000; and WHEREAS thousands of local governments across the country would be incurring similar costs to accommodate this unfunded mandate at a time when revenues are declining and other costs are escalating; and WHEREAS Public Law 109-222 (HR-4297) provides no corresponding compensation to said governments for processing and remitting such tax, and thus is an unfunded mandate; and WHEREAS Section 511 of Public Law 109-222 (HR-4297) will become effective on January 1, 2012, and would apply to governments making payments to such “persons” (vendors) of $100 million or more, which includes Oakland County; and WHEREAS the 110th Congress has introduced two bills (HR-1023 and S-777) to repeal Section 511 of Public Law 109-222. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners supports such a repeal and encourages its Congressional members and United State Senators to vote in favor of HR- 1023 and S-777. BE IT FURTHER RESOLVED that the Oakland County Clerk is directed to send a copy of this resolution to all U.S. Senators and Representatives representing Michigan. Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. FINANCE COMMITTEE (The vote for this motion appears on page 338.) *REPORT (MISC. #08078) BY: Planning and Building Committee, Sue Ann Douglas, Chairperson IN RE: PARKS AND RECREATION COMMISSION – E.A. FULLER OAK MANAGEMENT CORPORATION LEASE AMENDMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Planning and Building Committee, having reviewed the above-titled resolution on May 12, 2008, reports with a recommendation that the resolution be adopted. Chairperson, on behalf of the Planning and Building Committee, I move acceptance of the foregoing report. PLANNING AND BUILDING COMMITTEE MISCELLANEOUS RESOLUTION #08078 BY: General Government Committee, Christine Long, Chairperson IN RE: PARKS AND RECREATION COMMISSION – E. A. FULLER OAK MANAGEMENT CORPORATION LEASE AMENDMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS this first Amendment (Amendment) is attached and made a part of a certain Lease Agreement (Agreement) dated December 14, 2006, by and between the COUNTY OF OAKLAND, (Lessor) a Michigan Municipal and Constitutional Corporation, whose address is 1200 N. Telegraph Rd., Pontiac, Michigan, 48341, on behalf of the OAKLAND COUNTY PARKS AND RECREATION COMMISSION (Parks), and E. A. FULLER OAK MANAGEMENT CORPORATION (Lessee), a Michigan Corporation; and WHEREAS the Lessor and the Lessee agree to revise the rental payments for the Premises for the year 2008; and Commissioners Minutes Continued. May 22, 2008 316 WHEREAS the Agreement provides that the Lessee may extend the Lease through 2015 if it meets the conditions stated in the Agreement; and WHEREAS the Lessor and Lessee are desirous of establishing the rental payments for the years 2009 through 2015 (which will be the same for the year 2008) at this time; and WHEREAS the Oakland County Parks and Recreation Commission approved these revisions at their regular meeting on March 12, 2008, for forwarding and approval by the Oakland County Board of Commissioners. NOW THEREFORE BE IT RESOLVED in consideration of the mutual promises and covenants set forth below, the Lessor and Lessee agree as follows: 1. Section 4 TERM of LEASE of the Agreement is revised to read as follows: Tenth Amendment: A. Section 1.3 of the Concession Agreement is amended to include the following paragraph: “Providing Lessee shall not be in default under the terms and conditions of this Agreement, it shall have the right at its option to extend the term of this Agreement for an additional seven (7) year period to commence on January 1, 2009 and end on December 31, 2015 at the rental payments for the premises as set forth in Section 5 of this Agreement. 2. Section 5 LEASED PREMISES and RENT of the Agreement is revised to read as follows: B. Paragraph 4.2 of the Concession Agreement is modified to substitute the following in its entirety: 4.2 Payments by Lessee. Lessee, in consideration of this Agreement, hereby covenants and agrees to pay the Lessor the following sums (which include charges for heat, electricity and water service) as rent for the Premises for the year 2008, and, if the Agreement is extended, for the years 2009 through 2015, to wit: White Lake Oaks Lessee shall pay as rental eleven and one-half percent (11.5%) of total annual gross sales. Addison Oaks Conference Center Lessee shall pay as rental nine and one-half percent (9.5%) of total annual gross sales. Addison Oaks Concession Stand Lessee shall pay as rental one hundred percent (100%) of the annual gross sales up to $1,600 and twelve percent (12%) of the total annual gross sales over $1,600. Springfield Oaks Golf Clubhouse Lessee shall pay as rental ten percent (10%) of the total annual gross. Springfield Oaks Activity Center Lessee shall pay as rental ten percent (10%) of the total annual gross sales. Waterford Oaks Activity Center Lessee shall pay as rental ten percent (10%) of the total annual gross sales. Red Oaks Golf Course Lessee shall provide vending machines for the golf course pro shop and concession services for the golf course and shall pay as rental ninety percent (90%) of the total annual gross sales. Red Oaks Wave Pool Concession Stand Lessee shall pay as rental twelve percent (12%) of the total annual gross sales. Waterford Oaks Wave Pool Concession Stand Lessee shall pay as rental twelve percent (12%) of the total annual gross sales. Waterford Oaks Refrigerated Toboggan Run Lessee shall pay as rental ten percent (10%) of the total annual gross sales. Groveland Oaks Concession Stand Lessee shall pay as rental twelve percent (12%) of the total annual gross sales. Independence Oaks Concession Stand Lessee shall pay as rental one hundred percent (100%) of the annual gross sales. Glen Oaks Golf Clubhouse Lessee shall pay as rental sixteen percent (16%) of the total annual gross sales on the banquet facility and grill room facility. Lyon Oaks Golf Clubhouse Commissioners Minutes Continued. May 22, 2008 317 Lessee shall pay as rental fifteen and one-half percent (15.5%) of the total annual gross sales on the banquet facility and grill room. The term gross sales shall include the gross amount of all sales of every kind and description made in, upon, or resulting from the conduct of the business of Lessee upon the various recreational facilities covered by this Agreement, but after deduction therefrom refunds made in the normal course of business, service charges and amounts paid for sales tax. Net proceeds from vending machines shall be included in gross sales. All percentage payments provided hereunder shall be payable quarterly, not later than the thirtieth (30th) day following the end of the first three (3) months of operation and the end of each three (3) month period thereafter, and shall be based upon reports furnished by Lessee to the Lessor with such payments. Lessee shall furnish to the Lessor within sixty (60) days after the closing of each calendar year a report certified to by an officer of Lessee, showing Lessee’s gross receipts during the preceding calendar year, the amount of any accumulated prior deficiency in percentage payments, and the net percentage payment, if any, owing hereunder for such period, provided that, if at the end of any quarter it is determined that Lessee has paid for said year to date a greater sum than would have been payable under the provisions hereof, an adjustment shall be made for such excess payment. If payments from the Lessee are not made within the specified sixty (60) days after the closing of each calendar year, simple interest shall accrue, but will not result in a violation of the Concession Agreement. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners approves the First Amendment to the Lease Agreement between the County of Oakland and the E. A. Fuller Oak Management Corporation. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE Copy of Lease Agreement between Oakland County and E.A. Fuller Oak Management Corporation and Unanimous Consent of Shareholders and Director of E.A. Fuller Oak Management Corporation on file in County Clerk’s office. FISCAL NOTE (MISC. #08078) BY: Finance Committee, Mike Rogers, Chairperson IN RE: PARKS AND RECREATION COMMISSION - E.A. FULLER OAK MANAGEMENT CORPORATION LEASE AMENDMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced Miscellaneous Resolution and finds: 1. The Oakland County Parks and Recreation Commission has had a Lease Agreement with E.A. Fuller Oak Management beginning April 25, 1974, which has been amended eleven (11) times, with the last being December 14, 2006 (Miscellaneous Resolution #06245). 2. Oakland County Parks and Recreation Commission has requested a twelfth amendment to revise rental payments for the various facilities for the year 2008. 3. The lease agreement provides that the lessee may extend the agreement for seven (7) years through 2015 provided it meets conditions in the agreement. Rental payments for the extension would remain at 2008 rates for this period of time. 4. No increase in revenues is projected at this time. 5. No budget amendment is recommended. FINANCE COMMITTEE (The vote for this motion appears on page 338.) Commissioners Minutes Continued. May 22, 2008 318 *MISCELLANEOUS RESOLUTION #08084 By: General Government Committee, Christine Long, Chairperson IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY ESTABLISHMENT OF LIVE SCAN INTERLOCAL AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Court Law Enforcement Management Information System ("CLEMIS") is a computerized system that provides access to and entry of law enforcement and public safety data and facilitates the exchange of information among public safety agencies. CLEMIS also provides access to various other criminal justice databases. CLEMIS is interfaced with state and federal law enforcement computers, which maintain records and files essential to the needs of the criminal justice and public safety communities; and WHEREAS the CLEMIS Division is a division of the Oakland County Department of Information Technology that supports public safety agencies using CLEMIS and provides services such as training, help desk, and technical support to the public safety agencies, and that is a liaison with the State on law enforcement technology matters; and WHEREAS part of the information that is entered and accessed in CLEMIS includes the exchange and submission of fingerprint information on Live Scan Equipment; and WHEREAS Miscellaneous Resolution #04073 authorized the CLEMIS Division to provide maintenance services and preventative maintenance services for Live Scan Equipment of certain municipalities, who are members of CLEMIS, for a fee; and WHEREAS the Live Scan Equipment maintained by the CLEMIS Division via Miscellaneous Resolution #04073 is now being replaced with new Live Scan Equipment and will no longer be maintained by the CLEMIS Division, but will be maintained by the vendor who provided/sold the County the new Live Scan Equipment; and WHEREAS the County has purchased new Live Scan Equipment for various municipalities with federal grants. These grants have gone through the County Executive Contract Review Process and the Board of Commissioners’ Grant Acceptance Procedures; and WHEREAS based on the needs of the municipalities, some municipalities are receiving two new Live Scan Devices, some municipalities are receiving one new Live Scan Device, some municipalities are receiving one new Live Scan Device and software updates to existing devices, and some municipalities are only receiving software updates to existing devices; and WHEREAS in exchange for the use of the Live Scan Equipment for no fee, the municipalities shall be responsible for all maintenance costs associated with the Live Scan Equipment; and WHEREAS the CLEMIS Division desires to establish an Interlocal Agreement with certain municipalities, listed below, to delineate the responsibilities and obligations of the County and municipalities regarding the use and maintenance of the Live Scan Equipment for submission and exchange of fingerprint information; and WHEREAS the CLEMIS Division and the Department of Corporation Counsel have developed the attached Live Scan Interlocal Agreements setting forth the rights and obligations of the County and the municipalities; and WHEREAS the municipalities signing the attached Interlocal Agreements will be charged an annual maintenance fee; and WHEREAS the Oakland County Board of Commissioners is required under the Urban Cooperation Act of 1967 to approve Interlocal Agreements between the County and the municipalities. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Interlocal Agreements and authorizes the Chairperson of the Board of Commissioners to sign the Agreements for the following municipalities: Municipalities Receiving One Live Scan Device: Birmingham Bloomfield Township Centerline Clinton Township Dearborn City Eastpointe Farmington Commissioners Minutes Continued. May 22, 2008 319 Ferndale Fraser Garden City Harper Woods Hazel Park Holly Lake Orion Livingston County Livonia Madison Heights Novi Oak Park Orchard Lake, City Oxford Plymouth Township Pontiac Roseville Royal Oak, City Shelby Township St. Clair Shores Sterling Heights Troy West Bloomfield Township Municipalities Receiving Two Live Scan Devices: Auburn Hills Macomb County Municipalities Receiving One Live Scan Device and Software Upgrades for Existing Equipment: Farmington Hills Southfield Warren Waterford Municipalities Receiving Software Upgrades for Existing Equipment: Bloomfield Hills Brighton Canton Chelsea Dearborn Heights Oakland University Eastern Michigan University Fenton Grosse Pointe Farms Grosse Pointe Woods Hamtramck Howell Inkster Milan Northfield Township Pittsfield Township Saline South Lyon Wayne County Airport Authority Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. Commissioners Minutes Continued. May 22, 2008 320 GENERAL GOVERNMENT COMMITTEE INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW LIVE SCAN DEVICE(S) LIVE SCAN AGREEMENT BETWEEN OAKLAND COUNTY AND [NAME OF POLITICAL SUBDIVISION] This Agreement is made between Oakland County, a Constitutional Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 and [Name and Address of Political Subdivision]. In this Agreement, the County and the Political Subdivision may also be referred to individually as "Party" or jointly as "Parties." PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Political Subdivision enter into this Agreement. The purpose of this Agreement is to delineate the responsibilities and obligations of the Parties regarding use and maintenance of Live Scan Equipment for submission and exchange of Fingerprint Information. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification or amendment. 1.2. Claim means any alleged loss, claim, complaint, demand for relief or damages, cause of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, cost, or expense, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement, which are imposed on, incurred by, or asserted against the County or Political Subdivision, its employees or agents, whether such Claim is brought in law, equity, tort, contract, or otherwise. 1.3. Contractor means the vendor selected by the County, pursuant to County purchasing policies and procedures, to provide the Live Scan Equipment and the maintenance services for the Live Scan Equipment. 1.4. County means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, or any such persons’ successors. 1.5. Courts and Law Enforcement Management Information System ("CLEMIS") means the computer system which provides access to and entry of public safety and law enforcement data and facilitates the exchange of such data between public safety and law enforcement agencies. CLEMIS also provides access to other criminal justice databases. CLEMIS is interfaced to state and federal law enforcement computers systems which maintain records and files essential to the needs of the public safety and law enforcement community. 1.6. Courts and Law Enforcement Management Information System Division (“CLEMIS Division”) means a division of the Oakland County Department of Information Technology that supports CLEMIS users. The CLEMIS Division provides services such as training for CLEMIS, a help desk, technical support, application development, liaison with the State on technology matters, vendor liaison, CLEMIS administration, project management, and a CLEMIS application backup site. 1.7. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.8. Exhibit means all of the following documents which are fully incorporated into this Agreement: 1.8.1. Exhibit I: Software License 1.8.2. Exhibit II: Maintenance Agreement 1.9. Fingerprint Information means the fingerprint impressions and associated data that is entered into the Live Scan Equipment by the Political Subdivision. Commissioners Minutes Continued. May 22, 2008 321 1.10. Live Scan Equipment (or Equipment) means cabinet or desktop style handscanner systems including hardware, software, demographic interfaces and software customization as delivered by the Contractor. 1.11. Maintenance Fees means the amount of money paid by the Political Subdivision to the County to maintain the Live Scan Equipment pursuant to Section 4 of this Agreement. Maintenance Fees do not include costs for maintenance services not covered by the Maintenance Agreement. 1.12. Political Subdivision means [Insert Name of Political Subdivision], including, but not limited to, its Council, departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, or any such persons’ successors. 1.13. System Manager means the individual or individuals designated by the Political Subdivision who is the authorized point of contact between the County and the Contractor for receiving/sending of material or Live Scan Equipment related to this Agreement or other issues related to this Agreement. 2. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the County shall carry out the following: 2.1. The County shall provide Live Scan Equipment, specifically [insert number and type of device cabinet or desktop style handscanner system], to the Political Subdivision for its use. The County purchased most of the Live Scan Equipment with grant funds; thus, the County shall remain the owner of the Live Scan Equipment, even though it is located at the Political Subdivision. 2.2. In an effort to reduce costs to the Political Subdivision and the County, the County negotiated and executed a single Software License Agreement, Exhibit I, and Maintenance Agreement, Exhibit II, for all Live Scan Equipment purchased by the County. 2.3. The Contractor shall provide the maintenance services for the Live Scan Equipment, not the County, as set forth in the Maintenance Agreement attached as Exhibit II. 2.4. Once the Political Subdivision enters and submits the Fingerprint Information into the Live Scan Equipment, the County will submit the Fingerprint Information to the State of Michigan, pursuant to law. The County shall also store all Fingerprint Information entered and submitted into the Live Scan Equipment at the County. 3. POLITICAL SUBDIVISION’S RESPONSIBILITIES. 3.1. The Political Subdivision shall use and operate the Live Scan Equipment properly and according to this Agreement and applicable law. 3.2. The Political Subdivision shall comply with the Software License, attached as Exhibit I, and the Maintenance Agreement, attached as Exhibit II. 3.3. In exchange for the use of the Live Scan Equipment, the Political Subdivision shall pay for the maintenance services provided by the Contractor. The Maintenance Fees and the manner of payment are set forth in Section 4 of this Agreement. The Political Subdivision shall be solely responsible to pay for any maintenance services not covered by the Maintenance Agreement, Exhibit II. 3.4. Each Political Subdivision shall identify a System Manager and alternative and notify the County in writing of the System Manager and alternative. The Political Subdivision must notify the County in writing of any changes to the System Manager and alternative within five (5) Days of any change. 3.5. The System Manager shall be the first point of contact for the Political Subdivision when problems occur with the Live Scan Equipment. The System Manager shall be the sole individual responsible for relaying problems with the Live Scan Equipment to the Contractor and/or communicating the need for maintenance to the Contractor. 3.6. The Political Subdivision shall send its employees or agents to training classes regarding Live Scan Equipment as required by the County. The training classes shall be provided to the Political Subdivision at no charge. 3.7. The Political Subdivision shall require that all users of Live Scan Equipment report any problem or unusual activity to the System Manager to enable proper maintenance of the Live Scan Equipment. Commissioners Minutes Continued. May 22, 2008 322 3.8. The Political Subdivision shall be solely responsible for entering Fingerprint Information into the Live Scan Equipment for its jurisdiction. 3.9. The Political Subdivision shall be solely responsible for ensuring that the Fingerprint Information entered into Live Scan Equipment is accurate, complete, updated, and/or purged as required by law. 3.10. The Fingerprint Information entered into the Live Scan Equipment shall be and remain the data of the Political Subdivision. 3.11. The Political Subdivision shall replace or repair the Live Scan Equipment which is willfully or negligently lost, stolen, damaged, or destroyed and shall be responsible for the costs associated with such replacement or repair, normal wear and tear excepted. 3.12. The Political Subdivision shall not move (from the facility where it is located) the Live Scan Equipment until written notice is given to the County. The Political Subdivision shall not dispose of the Live Scan Equipment without first getting written permission of the County. 3.13. Except as otherwise provided by this Agreement, the Political Subdivision shall be solely responsible for all costs, fines, and fees associated with the use and misuse of the Live Scan Equipment. 4. FINANCIAL RESPONSIBLITIES. 4.1. The County shall pay the Maintenance Fees to the Contractor annually for the Maintenance Agreement and invoice the Political Subdivision for the amount and in the manner set forth in this section. 4.2. The Political Subdivision shall pay Three Thousand, Three Hundred and Thirteen ($3,313.00) Dollars in Maintenance Fees annually to the County for four (4) years, for maintenance and preventative services for each cabinet style handscanner system provided to the Political Subdivision by the County. The obligation to pay Maintenance Fees shall begin on May 1, 2009. 4.3. The County shall invoice the Political Subdivision quarterly for the Maintenance Fees. The Maintenance Fees become due to the County upon receipt of such invoice and the Political Subdivision agrees to pay the invoice within forty-five (45) Days of receipt. 4.4. Except as provided in this Agreement, the County is not responsible for any cost, fee, fine or penalty incurred by the Political Subdivision in connection with this Agreement. 4.5. To the maximum extent provided by law, if there is any amount past due under this Agreement, the County, in its sole discretion, has the right to set off that amount from any amount due to the Political Subdivision from the County, including, but not limited to, distributions from the Delinquent Tax Revolving Fund (DTRF). 5. DURATION OF INTERLOCAL AGREEMENT. 5.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party, and when the Agreement is filed according to MCL 124.510. The approval and terms of this Agreement and any amendments hereto shall be entered in the official minutes of the governing bodies of each Party. 5.2. This Agreement shall remain in effect until December 31, 2013 or until cancelled or terminated by either Party pursuant to Section 7. 6. ASSURANCES. 6.1. Each Party shall be responsible for its own acts and the acts of its employees, agents, and subcontractors, the costs associated with those acts, and the defense of those acts. 6.2. Except as otherwise provided by law, the Political Subdivision shall be responsible for Claims that arise out of its use of the Live Scan Equipment 6.3. Neither Party shall be liable to the other Party for any consequential, incidental, indirect, or special damages of any kind in connection with this Agreement. 7. TERMINATION OR CANCELLATION OF AGREEMENT. 7.1. Either Party may terminate or cancel this Agreement for any reason upon thirty (30) days notice. The effective date for termination or cancellation shall be clearly stated in the notice. 7.2. Notwithstanding any other provision of this Agreement, if the Political Subdivision ceases to be a member of CLEMIS, this Agreement shall terminate, as of the date the Political Subdivision ceases to be a member of CLEMIS, with no notice required by either Party. Commissioners Minutes Continued. May 22, 2008 323 7.3. The Political Subdivision shall not be responsible for payment of Maintenance Fees after the effective date of termination or cancellation of this Agreement. 7.4. Within thirty (30) Days of the effective date of termination or cancellation of this Agreement, the Political Subdivision shall return the Live Scan Equipment to the County. 7.5. The Parties shall not be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or terminated as provided herein. 8. SUSPENSION OF SERVICES. 8.1. Upon notice to the Political Subdivision of the County’s determination that the Political Subdivision has failed to comply with federal, state, or local law or the requirements contained in this Agreement, the County may immediately suspend this Agreement, provided the notice contains a detailed description of the basis for the determination. 8.2. Upon submission of a written plan or statement by the Political Subdivision to the County addressing each basis listed in the County’s notice and the County agrees to such written plan or statement (such agreement shall not be unreasonably withheld), then the Political Subdivision shall be entitled to an immediate reinstatement of the Agreement. 8.3. The right to suspend this Agreement is in addition to the right to terminate or cancel this Agreement contained in Section 7. 8.4. The County shall not incur penalty, expense, or liability if services are suspended under this Section, unless the Agreement is not immediately reinstated as provided in this Section or the County wrongfully suspended the Agreement under this Section. 9. NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this Agreement, 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. 10. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local laws, statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement and applicable to the operation of the Live Scan Equipment. 11. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or other persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond such Party’s control, including, but not limited to, an act of God, war, fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 14. IN-KIND SERVICES. This Agreement does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 15. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 16. 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 effect its right to require strict performance of this Agreement. 17. 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. Commissioners Minutes Continued. May 22, 2008 324 18. 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 number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 19. 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: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 19.1. If Notice is set to the County, it shall be addressed and sent to: Oakland County Department of Information Technology, Manager of CLEMIS Division, 1200 North Telegraph Road, Building #49 West, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341 19.2. If Notice is sent to the Political Subdivision, it shall be addressed to: {Insert Name and Address of the Agency--NOT System Manager or Local Administrator} 19.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 20. 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. 21. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, recissions, waivers, or releases to this Agreement must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recission, waiver, or release shall be signed by the same persons who signed the Agreement or other persons as authorized by the Parties' governing bodies. 22. RESCISSION OF PREVIOUS INTERLOCAL AGREEMENT. This Agreement hereby rescinds and supersedes the Live Scan Maintenance Agreement previously entered into between the County and Political Subdivision and this Agreement shall control all matters contemplated therein. 23. ENTIRE AGREEMENT. This Agreement represents the entire Agreement and understanding between the Parties. This Agreement supersedes all other oral or written Agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. The Parties 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. IN WITNESS WHEREOF, _______________ hereby acknowledges that he has been authorized by a resolution of the__________________, a certified copy of which is attached, to execute this Agreement on behalf of the Political Subdivision and hereby accepts and binds the Political Subdivision to the terms and conditions of this Agreement. EXECUTED: ______________________________ DATE:______________ WITNESSED: ______________________________ DATE:______________ Commissioners Minutes Continued. May 22, 2008 325 IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of Oakland County and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: _____________________________ DATE: ______________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: _____________________________ DATE:_______________ Ruth Johnson, Clerk Register of Deeds County of Oakland INTERLOCAL AGREEMENT WITH MUNICIPALITES RECEIVING SOFTWARE UPGRADES ONLY LIVE SCAN AGREEMENT BETWEEN OAKLAND COUNTY AND [NAME OF POLITICAL SUBDIVISION] This Agreement is made between Oakland County, a Constitutional and Municipal Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 and [Name and Address of Political Subdivision]. In this Agreement, the County and the Political Subdivision may also be referred to individually as "Party" or jointly as "Parties." PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Political Subdivision enter into this Agreement. The purpose of this Agreement is to delineate the responsibilities and obligations of the Parties regarding use and maintenance of Live Scan Equipment for submission and exchange of Fingerprint Information. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification or amendment. 1.2. Claim means any alleged loss, claim, complaint, demand for relief or damages, cause of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, cost, or expense, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement, which are imposed on, incurred by, or asserted against the County or Political Subdivision, its employees or agents, whether such Claim is brought in law, equity, tort, contract, or otherwise. 1.3. Contractor means the vendor selected by the County, pursuant to County purchasing policies and procedures, to provide the Live Scan Equipment or software upgrades to Live Scan Equipment currently owned by the Political Subdivision and to provide maintenance services for the Live Scan Equipment. 1.4. County means Oakland County, a Constitutional Corporation including, but not limited to, all departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, or any such persons’ successors. 1.5. Courts and Law Enforcement Management Information System ("CLEMIS") means the computer system which provides access to and entry of public safety and law enforcement data and facilitates the exchange of such data between public safety and law enforcement agencies. CLEMIS also provides access to other criminal justice databases. CLEMIS is interfaced to state and federal law enforcement computers systems which maintain records and files essential to the needs of the public safety and law enforcement community. 1.6. Courts and Law Enforcement Management Information System Division (“CLEMIS Division”) means a division of the Oakland County Department of Information Technology that supports CLEMIS users. The CLEMIS Division provides services such as training for Commissioners Minutes Continued. May 22, 2008 326 CLEMIS, a help desk, technical support, application development, liaison with the State on technology matters, vendor liaison, CLEMIS administration, project management, and a CLEMIS application backup site. 1.7. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.8. Exhibit means all of the following documents which are fully incorporated into this Agreement: 1.8.1. Exhibit I: Software License 1.8.2. Exhibit II: Maintenance Agreement 1.9. Fingerprint Information means the fingerprint impressions and associated data that is entered into the Live Scan Equipment by the Political Subdivision. 1.10. Live Scan Equipment (or Equipment) means all cabinet or desktop style handscanner systems including hardware, software, demographic interfaces and software customization which are currently owned by the Political Subdivision. 1.11. Maintenance Fees means the amount of money paid by the Political Subdivision to the County to maintain the Live Scan Equipment pursuant to Section 4 of this Agreement. Maintenance Fees do not include costs for maintenance services not covered by the Maintenance Agreement. 1.12. Political Subdivision means [Insert Name of Political Subdivision], including, but not limited to, its Council, departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, or any such persons’ successors. 1.13. System Manager means the individual or individuals designated by the Political Subdivision who is the authorized point of contact between the County and the Contractor for receiving/sending of material or Live Scan Equipment related to this Agreement or other issues related to this Agreement. 2. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the County shall carry out the following: 2.1. The County shall pay for the software upgrades to the Live Scan Equipment. 2.2. In an effort to reduce costs to the Political Subdivision and the County, the County negotiated and executed a single Software License Agreement, Exhibit I, and Maintenance Agreement, Exhibit II, for the Live Scan Equipment and the live scan equipment purchased and owned by the County. 2.3. The Contractor shall provide the maintenance services for the Live Scan Equipment, not the County, as set forth in the Maintenance Agreement attached as Exhibit II. 2.4. Once the Political Subdivision enters and submits the Fingerprint Information into the Live Scan Equipment, the County will submit the Fingerprint Information to the State of Michigan, pursuant to law. The County shall also store all Fingerprint Information entered and submitted into the Live Scan Equipment at the County. 3. POLITICAL SUBDIVISION’S RESPONSIBILITIES. 3.1. The Political Subdivision shall use and operate the Live Scan Equipment properly and according to this Agreement and applicable law. 3.2. The Political Subdivision shall comply with the Software License, attached as Exhibit I, and the Maintenance Agreement, attached as Exhibit II. 3.3. In exchange for the software upgrades to the Livescan Equipment, the Political Subdivision shall pay for the maintenance services provided by the Contractor. The Maintenance Fees and the manner of payment are set forth in Section 4 of this Agreement. The Political Subdivision shall be solely responsible to pay for any maintenance services not covered by the Maintenance Agreement, Exhibit II. 3.4. Each Political Subdivision shall identify a System Manager and alternative and notify the County in writing of the System Manager and alternative. The Political Subdivision must notify the County in writing of any changes to the System Manager and alternative within five (5) Days of any change. 3.5. The System Manager shall be the first point of contact for the Political Subdivision when problems occur with the Live Scan Equipment. The System Manager shall be the sole individual responsible for relaying problems with the Live Scan Equipment to the Contractor and/or communicating the need for maintenance to the Contractor. Commissioners Minutes Continued. May 22, 2008 327 3.6. The Political Subdivision shall send its employees or agents to training classes regarding Live Scan Equipment as required by the County. The training classes shall be provided to the Political Subdivision at no charge. 3.7. The Political Subdivision shall require that all users of Live Scan Equipment report any problem or unusual activity to the System Manager to enable proper maintenance of the Live Scan Equipment. 3.8. The Political Subdivision shall be solely responsible for entering Fingerprint Information into the Live Scan Equipment for its jurisdiction. 3.9. The Political Subdivision shall be solely responsible for ensuring that the Fingerprint Information entered into Live Scan Equipment is accurate, complete, updated, and/or purged as required by law. 3.10. The Fingerprint Information entered into the Live Scan Equipment shall be and remain the data of the Political Subdivision. 3.11. Except as otherwise provided by this Agreement, the Political Subdivision shall be solely responsible for all costs, fines, and fees associated with the use and misuse of the Live Scan Equipment. 4. FINANCIAL RESPONSIBLITIES. 4.1. The County shall pay the Maintenance Fees to the Contractor annually for the Maintenance Agreement and invoice the Political Subdivision for the amount and in the manner set forth in this section. 4.2. The Political Subdivision shall pay (Insert Amount) Dollars in Maintenance Fees annually to the County for four (4) years, for (Insert 9x5 or 24x7 time frame) maintenance and preventative services for the Live Scan Equipment. The obligation to pay Maintenance Fees shall begin on (Insert Date). 4.3. The County shall invoice the Political Subdivision quarterly for the Maintenance Fees. The Maintenance Fees become due to the County upon receipt of such invoice and the Political Subdivision agrees to pay the invoice within thirty (30) Days of receipt. 4.4. Except as provided in this Agreement, the County is not responsible for any cost, fee, fine or penalty incurred by the Political Subdivision in connection with this Agreement. 4.5. To the maximum extent provided by law, if there is any amount past due under this Agreement, the County, in its sole discretion, has the right to set off that amount from any amount due to the Political Subdivision from the County, including, but not limited to, distributions from the Delinquent Tax Revolving Fund (DTRF). 5. DURATION OF INTERLOCAL AGREEMENT. 5.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party, and when the Agreement is filed according to MCL 124.510. The approval and terms of this Agreement and any amendments hereto shall be entered in the official minutes of the governing bodies of each Party. 5.2. This Agreement shall remain in effect until December 31, 2013 or until cancelled or terminated by either Party pursuant to Section 7. 6. ASSURANCES. 6.1. Each Party shall be responsible for its own acts and the acts of its employees, agents, and subcontractors, the costs associated with those acts, and the defense of those acts. 6.2. Except as otherwise provided by law, the Political Subdivision shall be responsible for Claims that arise out of its use of the Live Scan Equipment. 6.3. Neither Party shall be liable to the other Party for any consequential, incidental, indirect, or special damages of any kind in connection with this Agreement. 7. TERMINATION OR CANCELLATION OF AGREEMENT. 7.1. Either Party may terminate or cancel this Agreement for any reason upon thirty (30) days notice. The effective date for termination or cancellation shall be clearly stated in the notice. 7.2. Notwithstanding any other provision of this Agreement, if the Political Subdivision ceases to be a member of CLEMIS, this Agreement shall terminate, as of the date the Political Subdivision ceases to be a member of CLEMIS, with no notice required by either Party. 7.3. The Political Subdivision shall not be responsible for payment of Maintenance Fees after the effective date of termination or cancellation of this Agreement. Commissioners Minutes Continued. May 22, 2008 328 7.4. Upon termination of this Agreement, the Political Subdivision shall cease using the software upgrades to the Live Scan Equipment paid for by the County. 7.5. The Parties shall not be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or terminated as provided herein. 8. SUSPENSION OF SERVICES. Upon notice to the Political Subdivision, the County may immediately suspend this Agreement if the Political Subdivision has failed to comply, in the County’s discretion, with federal, state, or local law or the requirements contained in this Agreement. The right to suspend this Agreement is in addition to the right to terminate or cancel this Agreement contained in Section 7. The County shall not incur penalty, expense, or liability if services are suspended under this Section. 9. NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this Agreement, 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. 10. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local laws, statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement and applicable to the operation of the Live Scan Equipment. 11. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or other persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond such Party’s control, including, but not limited to, an act of God, war, fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 14. IN-KIND SERVICES. This Agreement does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. 15. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 16. 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 effect its right to require strict performance of this Agreement. 17. 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. 18. 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 number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 19. 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: (1) the date of actual receipt; (2) the next business day when notice is sent Commissioners Minutes Continued. May 22, 2008 329 express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 19.1. If Notice is set to the County, it shall be addressed and sent to: Oakland County Department of Information Technology, Manager of CLEMIS Division, 1200 North Telegraph Road, Building #49 West, Pontiac, Michigan, 48341 and Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341 19.2. If Notice is sent to the Political Subdivision, it shall be addressed to: {Insert Name and Address} 19.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 20. 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. 21. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, recissions, waivers, or releases to this Agreement must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recission, waiver, or release shall be signed by the same persons who signed the Agreement or other persons as authorized by the Parties' governing bodies. 22. RESCISSION OF PREVIOUS INTERLOCAL AGREEMENT. This Agreement hereby rescinds and supersedes the Live Scan Maintenance Agreement previously entered into between the County and Political Subdivision and this Agreement shall control all matters contemplated therein. 23. ENTIRE AGREEMENT. This Agreement represents the entire Agreement and understanding between the Parties. This Agreement supersedes all other oral or written Agreements between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. The Parties 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. IN WITNESS WHEREOF, _______________ hereby acknowledges that he has been authorized by a resolution of the__________________, a certified copy of which is attached, to execute this Agreement on behalf of the Political Subdivision and hereby accepts and binds the Political Subdivision to the terms and conditions of this Agreement. EXECUTED: ______________________________ DATE:______________ WITNESSED:______________________________ DATE:______________ IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of Oakland County and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: _____________________________ DATE: ______________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED:_____________________________ DATE:_______________ Ruth Johnson, Clerk Register of Deeds County of Oakland Commissioners Minutes Continued. May 22, 2008 330 INTERLOCAL AGREEMENT FOR MUNICIPALITIES RECEIVING NEW DEVICE AND SOFTWARE UPGRADES LIVE SCAN AGREEMENT BETWEEN OAKLAND COUNTY AND [INSERT NAME OF POLICITICAL SUBDIVISION] This Agreement is made between Oakland County, a Constitutional Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 and [INSERT NAME AND ADDRESS OF POLITICAL SUBDIVISION]. In this Agreement, the County and the Political Subdivision may also be referred to individually as "Party" or jointly as "Parties." PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501, et seq., the County and the Political Subdivision enter into this Agreement. The purpose of this Agreement is to delineate the responsibilities and obligations of the Parties regarding use and maintenance of Live Scan Equipment and Political Subdivision Equipment for submission and exchange of Fingerprint Information. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, within or without quotation marks, or possessive or nonpossessive, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement, the Exhibits attached hereto, and any other mutually agreed to written and executed modification or amendment. 1.2. Claim means any alleged loss, claim, complaint, demand for relief or damages, cause of action, proceeding, judgment, deficiency, liability, penalty, fine, litigation, cost, or expense, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement, which are imposed on, incurred by, or asserted against the County or Political Subdivision, its employees or agents, whether such Claim is brought in law, equity, tort, contract, or otherwise. 1.3. Contractor means the vendor selected by the County, pursuant to County purchasing policies and procedures, to provide the Live Scan Equipment and the maintenance services for the Live Scan Equipment. 1.4. County means Oakland County, a Municipal and Constitutional Corporation including, but not limited to, all departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, or any such persons’ successors. 1.5. Courts and Law Enforcement Management Information System ("CLEMIS") means the computer system which provides access to and entry of public safety and law enforcement data and facilitates the exchange of such data between public safety and law enforcement agencies. CLEMIS also provides access to other criminal justice databases. CLEMIS is interfaced to state and federal law enforcement computers systems which maintain records and files essential to the needs of the public safety and law enforcement community. 1.6. Courts and Law Enforcement Management Information System Division (“CLEMIS Division”) means a division of the Oakland County Department of Information Technology that supports CLEMIS users. The CLEMIS Division provides services such as training for CLEMIS, a help desk, technical support, application development, liaison with the State on technology matters, vendor liaison, CLEMIS administration, project management, and a CLEMIS application backup site. 1.7. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.8. Exhibit means all of the following documents which are fully incorporated into this Agreement: 1.8.1. Exhibit I: Software License 1.8.2. Exhibit II: Maintenance Agreement Commissioners Minutes Continued. May 22, 2008 331 1.9. Fingerprint Information means the fingerprint impressions and associated data that is entered into the Live Scan Equipment or Political Subdivision Equipment by the Political Subdivision. 1.10. Live Scan Equipment (or Equipment) means cabinet or desktop style handscanner systems including hardware, software, demographic interfaces and software customization as delivered by the Contractor and owned by the County. 1.11. Maintenance Fees means the amount of money paid by the Political Subdivision to the County to maintain the Live Scan Equipment and Political Subdivision Equipment pursuant to Section 4 of this Agreement. Maintenance Fees do not include costs for maintenance services not covered by the Maintenance Agreement. 1.12. Political Subdivision means the [INSERT NAME OF POLITICAL SUBDIVISION] including, but not limited to, its Council, departments, divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, or any such persons’ successors. 1.13. Political Subdivision Equipment means the cabinet or desktop style hand scanner systems including hardware and software and printer owned by the Political Subdivision. 1.14. System Manager means the individual or individuals designated by the Political Subdivision who is the authorized point of contact between the County and the Contractor for receiving/sending of material or Live Scan Equipment related to this Agreement or other issues related to this Agreement. 2. COUNTY RESPONSIBILITIES. Subject to the terms and conditions contained in this Agreement, and applicable changes in law, the County shall carry out the following: 2.1. The County shall provide Live Scan Equipment, specifically one (1) cabinet style handscanner system, to the Political Subdivision for its use. The County purchased most of the Live Scan Equipment with grant funds; thus, the County shall remain the owner of the Live Scan Equipment, even though it is located at the Political Subdivision. 2.2. The County shall pay for the software upgrades to the Political Subdivision Equipment. 2.3. In an effort to reduce costs to the Political Subdivision and the County, the County negotiated and executed a single Software License Agreement, Exhibit I, and Maintenance Agreement, Exhibit II, for all Live Scan Equipment purchased by the County and for Political Subdivision Equipment. 2.4. The Contractor shall provide the maintenance services for the Live Scan Equipment and Political Subdivision Equipment, not the County, as set forth in the Maintenance Agreement attached as Exhibit II. 2.5. Once the Political Subdivision enters and submits the Fingerprint Information into the Live Scan Equipment and the Political Subdivision Equipment, the County will submit the Fingerprint Information to the State of Michigan, pursuant to law. The County shall also store all Fingerprint Information entered and submitted into the Live Scan Equipment and the Political Subdivision Equipment at the County. 3. POLITICAL SUBDIVISION’S RESPONSIBILITIES. 3.1. The Political Subdivision shall use and operate the Live Scan Equipment and the Political Subdivision Equipment properly and according to this Agreement and applicable law. 3.2. The Political Subdivision shall comply with the Software License, attached as Exhibit I, and the Maintenance Agreement, attached as Exhibit II. 3.3. In exchange for the use of the Live Scan Equipment and the software upgrades to the Political Subdivision Equipment, the Political Subdivision shall pay for the maintenance services provided by the Contractor. The Maintenance Fees and the manner of payment are set forth in Section 4 of this Agreement. The Political Subdivision shall be solely responsible to pay for any maintenance services not covered by the Maintenance Agreement, Exhibit II. 3.4. Each Political Subdivision shall identify a System Manager and alternative and notify the County in writing of the System Manager and alternative. The Political Subdivision must notify the County in writing of any changes to the System Manager and alternative within five (5) Days of any change. 3.5. The System Manager shall be the first point of contact for the Political Subdivision when problems occur with the Live Scan Equipment or the Political Subdivision Equipment. The System Manager shall be the sole individual responsible for relaying problems with the Live Commissioners Minutes Continued. May 22, 2008 332 Scan Equipment or the Political Subdivision Equipment to the Contractor and/or communicating the need for maintenance to the Contractor. 3.6. The Political Subdivision shall send its employees or agents to training classes regarding Live Scan Equipment as required by the County. The training classes shall be provided to the Political Subdivision at no charge. 3.7. The Political Subdivision shall require that all users of Live Scan Equipment or Political Subdivision Equipment report any problem or unusual activity to the System Manager to enable proper maintenance of the Live Scan Equipment or Political Subdivision Equipment. 3.8. The Political Subdivision shall be solely responsible for entering Fingerprint Information into the Live Scan Equipment and Political Subdivision Equipment for its jurisdiction. 3.9. The Political Subdivision shall be solely responsible for ensuring that the Fingerprint Information entered into Live Scan Equipment and Political Subdivision Equipment is accurate, complete, updated, and/or purged as required by law. 3.10. The Fingerprint Information entered into the Live Scan Equipment and the Political Subdivision Equipment shall be and remain the data of the Political Subdivision. 3.11. The Political Subdivision shall replace or repair the Live Scan Equipment which is willfully or negligently lost, stolen, damaged, or destroyed and shall be responsible for the costs associated with such replacement or repair, normal wear and tear excepted. 3.12. The Political Subdivision shall not move (from the facility where it is located) the Live Scan Equipment until written notice is given to the County. The Political Subdivision shall not dispose of the Live Scan Equipment without first getting written permission of the County. 3.13. Except as otherwise provided by this Agreement, the Political Subdivision shall be solely responsible for all costs, fines, and fees associated with the use and misuse of the Live Scan Equipment and the Political Subdivision Equipment. 4. FINANCIAL RESPONSIBLITIES. 4.1. The County shall pay the Maintenance Fees to the Contractor annually for the Maintenance Agreement and invoice the Political Subdivision for the amount and in the manner set forth in this section. 4.2. The Political Subdivision shall pay Three Thousand, Three Hundred and Thirteen ($3,313.00) Dollars in Maintenance Fees annually to the County for four (4) years, for twenty-four by seven (24x7) maintenance and preventative services for each cabinet style handscanner system provided to the Political Subdivision by the County. The obligation to pay Maintenance Fees shall begin on May 1, 2009. 4.3. The Political Subdivision shall pay [INSERT MAINTENANCE FEE AMOUNT] in maintenance fees annually to the County for four (4) years, for [INSERT 9X5 OR 24X7 TIME FRAME] maintenance for the Political Subdivision Equipment, including the Political Subdivision printer. The obligation to pay maintenance fees shall begin on May 1, 2008. 4.4. The County shall invoice the Political Subdivision quarterly for the Maintenance Fees. The Maintenance Fees become due to the County upon receipt of such invoice and the Political Subdivision agrees to pay the invoice within forty-five (45) Days of receipt. 4.5. Except as provided in this Agreement, the County is not responsible for any cost, fee, fine or penalty incurred by the Political Subdivision in connection with this Agreement. 4.6. To the maximum extent provided by law, if there is any amount past due under this Agreement, the County, in its sole discretion, has the right to set off that amount from any amount due to the Political Subdivision from the County, including, but not limited to, distributions from the Delinquent Tax Revolving Fund (DTRF). 5. DURATION OF INTERLOCAL AGREEMENT. 5.1. The Agreement and any amendments hereto shall be effective when executed by both Parties, with resolutions passed by the governing bodies of each Party, and when the Agreement is filed according to MCL 124.510. The approval and terms of this Agreement and any amendments hereto shall be entered in the official minutes of the governing bodies of each Party. 5.2. This Agreement shall remain in effect until December 31, 2013 or until cancelled or terminated by either Party pursuant to Section 7. 6. ASSURANCES. Commissioners Minutes Continued. May 22, 2008 333 6.1. Each Party shall be responsible for its own acts and the acts of its employees, agents, and subcontractors, the costs associated with those acts, and the defense of those acts. 6.2. Except as otherwise provided by law, the Political Subdivision shall be responsible for Claims that arise out of its use of the Live Scan Equipment or the Political Subdivision Equipment. 6.3. Neither Party shall be liable to the other Party for any consequential, incidental, indirect, or special damages of any kind in connection with this Agreement. 7. TERMINATION OR CANCELLATION OF AGREEMENT. 7.1. Either Party may terminate or cancel this Agreement for any reason upon thirty (30) days notice. The effective date for termination or cancellation shall be clearly stated in the notice. 7.2. Notwithstanding any other provision of this Agreement, if the Political Subdivision ceases to be a member of CLEMIS, this Agreement shall terminate, as of the date the Political Subdivision ceases to be a member of CLEMIS, with no notice required by either Party. 7.3. The Political Subdivision shall not be responsible for payment of Maintenance Fees after the effective date of termination or cancellation of this Agreement. 7.4. Within thirty (30) Days of the effective date of termination or cancellation of this Agreement, the Political Subdivision shall return the Live Scan Equipment to the County. 7.5. The Parties shall not be obligated to pay a cancellation or termination fee, if this Agreement is cancelled or terminated as provided herein. 8. SUSPENSION OF SERVICES. 8.1. Upon notice to the Political Subdivision of the County’s determination that the Political Subdivision has failed to comply with federal, state, or local law or the requirements contained in this Agreement, the County may immediately suspend this Agreement, provided the notice contains a detailed description of the basis for the determination. 8.2. Upon submission of a written plan or statement by the Political Subdivision to the County addressing each basis listed in the County’s notice and the County agrees to such written plan or statement (such agreement shall not be unreasonably withheld), then the Political Subdivision shall be entitled to an immediate reinstatement of the Agreement. 8.3. The right to suspend this Agreement is in addition to the right to terminate or cancel this Agreement contained in Section 7. 8.4. The County shall not incur penalty, expense, or liability if services are suspended under this Section, unless the Agreement is not immediately reinstated as provided in this Section or the County wrongfully suspended the Agreement under this Section. 9. NO THIRD PARTY BENEFICIARIES. Except as expressly provided in this Agreement, 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. 10. COMPLIANCE WITH LAWS. Each Party shall comply with all federal, state, and local laws, statutes, ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement and applicable to the operation of the Live Scan Equipment and Political Subdivision Equipment. 11. DISCRIMINATION. The Parties shall not discriminate against their employees, agents, applicants for employment, or other persons or entities with respect to hire, tenure, terms, conditions, and privileges of employment, or any matter directly or indirectly related to employment in violation of any federal, state or local law. 12. RESERVATION OF RIGHTS. This Agreement does not, and is not intended to, impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Parties. 13. FORCE MAJEURE. Each Party shall be excused from any obligations under this Agreement during the time and to the extent that a Party is prevented from performing due to causes beyond such Party’s control, including, but not limited to, an act of God, war, fire, strike, labor disputes, civil disturbances, reduction of power source, or any other circumstances beyond the reasonable control of the affected Party. Reasonable notice shall be given to the affected Party of any such event. 14. IN-KIND SERVICES. This Agreement does not authorize any in-kind services, unless previously agreed to by the Parties and specifically listed herein. Commissioners Minutes Continued. May 22, 2008 334 15. DELEGATION/SUBCONTRACT/ASSIGNMENT. A Party shall not delegate, subcontract, and/or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 16. 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 effect its right to require strict performance of this Agreement. 17. 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. 18. 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 number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 19. 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: (1) the date of actual receipt; (2) the next business day when notice is sent express delivery service or personal delivery; or (3) three days after mailing first class or certified U.S. mail. 19.1. If Notice is set to the County, it shall be addressed and sent to: Oakland County Department of Information Technology, Manager of CLEMIS Division, 1200 North Telegraph Road, Building #49 West, Pontiac, Michigan, 48341andChairperson of the Oakland County Board of Commissioners, 1200 North Telegraph, Pontiac, Michigan 48341 19.2. If Notice is sent to the Political Subdivision, it shall be addressed to: {Insert Name and Address of the Agency--NOT System Manager or Local Administrator} 19.3. Either Party may change the address and/or individual to which Notice is sent by notifying the other Party in writing of the change. 20. 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. 21. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, recissions, waivers, or releases to this Agreement must be in writing and agreed to by both Parties. Unless otherwise agreed, the modification, amendment, recission, waiver, or release shall be signed by the same persons who signed the Agreement or other persons as authorized by the Parties' governing bodies. 22. RESCISSION OF PREVIOUS INTERLOCAL AGREEMENT. This Agreement hereby rescinds and supersedes the Live Scan Maintenance Agreement previously entered into between the County and Political Subdivision and this Agreement shall control all matters contemplated therein. 23. ENTIRE AGREEMENT. This Agreement represents the entire Agreement and understanding between the Parties. This Agreement supersedes all other oral or written Agreements between the Parties. 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. Commissioners Minutes Continued. May 22, 2008 335 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. IN WITNESS WHEREOF, _______________ hereby acknowledges that he has been authorized by a resolution of the__________________, a certified copy of which is attached, to execute this Agreement on behalf of the Political Subdivision and hereby accepts and binds the Political Subdivision to the terms and conditions of this Agreement. EXECUTED: ______________________________ DATE:______________ WITNESSED: ______________________________ DATE:______________ IN WITNESS WHEREOF, Bill Bullard, Jr., Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners, a certified copy of which is attached, to execute this Agreement on behalf of Oakland County and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: _____________________________ DATE: ______________ Bill Bullard, Jr., Chairperson Oakland County Board of Commissioners WITNESSED: _____________________________ DATE: _______________ Ruth Johnson, Clerk Register of Deeds County of Oakland Copy of Exhibit I – Software License Agreement and Exhibit II – System Maintenance Terms and Conditions on file in County Clerk’s office. FISCAL NOTE (MISC. #08084) BY: Finance Committee, Mike Rogers, Chairperson IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY - ESTABLISHMENT OF LIVE SCAN INTERLOCAL AGREEMENT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. CLEMIS provides access to and entry of law enforcement and public safety data and facilitates the exchange of information including the exchange and submission of fingerprint information on Live Scan equipment. 2. Miscellaneous Resolution #04073 authorized the CLEMIS Division to provide maintenance and preventative services for Live Scan Equipment to participating agencies for a fee. 3. Currently, Live Scan equipment is being replaced with new equipment purchased for various municipalities with federal grants that were approved by the Board of Commissioners thru the County’s Grant Acceptance Procedures. 4. The CLEMIS Division will no longer maintain Live Scan equipment but will be maintained by an outside vendor who sold the County the new Live Scan equipment. 5. The participating municipalities signing the Interlocal Agreement will be charged an annual maintenance fee based upon their specific equipment and software needs. 6. The CLEMIS Fund Maintenance Contract revenue and related Equipment Maintenance expense is projected to decrease by ($130,000) for Fiscal Year 2008 due to the agencies receiving new Live Scan equipment covered under warranty and agencies choosing to utilize their existing devices with only software updates. 7. The revenues and expenses related to the equipment coming off warranty in Fiscal Year 2009 and adjustments to include additional agencies requesting Live Scan maintenance will be incorporated with the Fiscal Year 2009 and Fiscal Year 2010 County Executive Recommended Budget. 8. A budget amendment for Fiscal Year 2008 is recommended as follows: CLEMIS FUND #53500 Revenue Commissioners Minutes Continued. May 22, 2008 336 1080301-116150-631127 Maintenance Contract-Live Scan ($130,000) Total CLEMIS Fund Revenue ($130,000) Expense 1080305-116150-730646 Equipment Maintenance ($130,000) Total CLEMIS Expense ($130,000) Total Net Effect on CLEMIS Fund $ -0- FINANCE COMMITTEE (The vote for this motion appears on page 338.) *MISCELLANEOUS RESOLUTION #08093 BY: General Government Committee, Christine Long, Chairperson IN RE: BOARD OF COMMISSIONERS – OAKLAND COUNTY BOARD OF COMMISSIONERS’ RULES FOR THE RECORDING OF MEETINGS BY THE PUBLIC To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS pursuant to the Michigan Open Meetings Act (OMA), MCL 15, 261, et. seq., the Oakland County Board of Commissioners may establish reasonable rules and regulations governing the recording by the electronic media of its meetings that are open to the public, in order to minimize any disruption to the meeting. NOW THEREFORE BE IT RESOLVED that consistent with the Michigan Open Meetings Act, the Oakland County Board of Commissioners hereby adopts the following rules and regulations for the electronic recording of Board and committee meetings by the public: 1. The use of microphones, electronic recording devices, video recording equipment or portable computers used for the purposes of recording the proceedings of Board or committee meetings are permitted, if done in a non-disruptive manner. 2. Videotaping or electronic recording shall not interfere, obstruct or otherwise disrupt the proceedings. 3. Videotaping or electronic recording shall be done in an unobstructive and non-intrusive manner, and in compliance with all safety rules and regulations. 4. Video recording or electronic recording devices are to be placed in such a manner as to not block, obstruct, or hinder access in aisle ways adjacent to or leading to entry/exit doors in the auditorium or committee meeting room. 5. The Chairperson may, as circumstances dictate, otherwise direct the placement of recording equipment. 6. The Chairperson has the right to suspend taping of a meeting if these regulations are not complied with. BE IT FURTHER RESOLVED that this adopted Rule for the Recording of Board of Commissioners’ Meetings by the Public shall be posted and included in the Rules for Oakland County Board of Commissioners. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE (The vote for this motion appears on page 338.) *MISCELLANEOUS RESOLUTION #08094 BY: Public Services Committee, Jeff Potter, Chairperson IN RE: SHERIFF’S OFFICE – GRANT YEAR 2007 BULLETPROOF VEST PARTNERSHIP PROGRAM GRANT ACCEPTANCE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the U.S. Department of Justice, Bureau of Justice Assistance Programs, has awarded the Sheriff’s Office grant funding in the amount of $12,144, with a required 50% grant match of $12,144 for the grant year period of April 1, 2007 through March 31, 2008; and Commissioners Minutes Continued. May 22, 2008 337 WHEREAS the grant allows reimbursement of costs incurred by the Sheriff’s Office for the purchase of approved bulletproof vests for deputies; and WHEREAS the acceptance of this grant does not obligate the County to any future commitment; and WHEREAS the continuation of the program is contingent upon future levels of reimbursement program funding. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves the 2007 U.S. Department of Justice Bulletproof Vest Partnership Program Grant in the amount of $24,288, including $12,144 of grant funding and that the Board Chairperson, on behalf of the County of Oakland, is authorized to execute said agreement as attached. BE IT FURTHER RESOLVED that the grant provides for a reimbursement of costs, and a 50% grant match of $12,144 is required. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE FISCAL NOTE (MISC. #08094) BY: Finance Committee, Mike Rogers, Chairperson IN RE: SHERIFF’S OFFICE – GY 2007 BULLETPROOF VEST PARTNERSHIP PROGRAM GRANT ACCEPTANCE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The U.S. Department of Justice, Bureau of Justice Assistance Programs, awarded the Sheriff’s Office grant program funding in the amount of $24,288. 2. The grant provides 50 percent (50%) reimbursement of costs incurred by the Sheriff’s Office for the purchase of approved bulletproof vests for deputies. 3. The grant period is April 1, 2007 through March 31, 2008. 4. County matching funds of $12,144 is required; no positions are required. 5. The Fiscal Year 2008 adopted budget includes a budget for the Bulletproof Vest Program and no budget amendment is recommended. FINANCE COMMITTEE (The vote for this motion appears on page 338.) *MISCELLANEOUS RESOLUTION #08095 BY: Public Services Committee, Jeff Potter, Chairperson IN RE: SHERIFF'S OFFICE – 2008 MARINE SAFETY PROGRAM GRANT ACCEPTANCE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Sheriff’s Office applied to the Michigan Department of Natural Resources for $1,008,032 in grant funding from Public Act 451 to conduct Marine Safety activities for the period January 1, 2008 through December 31, 2008; and WHEREAS the Michigan Department of Natural Resources awarded Oakland County with a grant in the amount of $247,840, which is a $7,840 increase compared to the Calendar Year 2007 award; and WHEREAS a 25 percent (25%) County match is required from funds available within the Sheriff’s Department Budget; and WHEREAS program funding of $230,000 is awarded to reimburse Marine Safety operating expenses; and WHEREAS capital funding of $17,840 is included in this award for the purchase of one (1) new jump boat, motor and trailer for use in the Sheriff Department’s Marine Safety program; and WHEREAS no additional positions are requested; and WHEREAS the acceptance of this grant does not obligate the County to any future commitment; and WHEREAS the continuation of the program is contingent upon future levels of reimbursement program funding. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the Calendar Year 2008 Marine Safety Grant award from the Michigan Department of Natural Resources in Commissioners Minutes Continued. May 22, 2008 338 the amount of $247,840 and that the Board Chairperson, on behalf of the County of Oakland, is authorized to execute said agreement as attached. Chairperson, on behalf of the Public Services Committee, I move adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE Copy of Grant Review Sign Off – Sheriff’s Office on file in County Clerk’s office. FISCAL NOTE (MISC. #08095) BY: Finance Committee, Mike Rogers, Chairperson IN RE: SHERIFF’S OFFICE – 2008 MARINE SAFETY PROGRAM GRANT ACCEPTANCE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The Michigan Department of Natural Resources (MDNR) awarded the Sheriff’s Office $247,840 for Marine Safety activities; consisting of Federal funding of $122,840 and State funding of $125,000. 2. The grant period is January 1, 2008 through December 31, 2008. 3. A twenty-five percent (25%) County match is required, and the State recognizes county marine safety costs as grant match, which are currently budgeted in the Sheriff’s Department budget. 4. No additional positions are required. 5. Capital funding of $17,840 is included in the Federal funding award for the purchase of one (1) new jump boat, motor and trailer for use in the Sheriff Department’s Marine Safety program. 6. The Fiscal Year 2008 Budget reflects $200,000 in anticipated revenue funding for the Marine Safety Program, and a budget amendment is recommended as follows to reflect the additional $47,870 awarded: GENERAL FUND (#10100) FY 2008 Revenue 4030601-116200-626619 Marine Safety $47,840 Total General Fund Revenue $47,840 Expenditures 4030601-116200-760051 Boats $17,840 9090101-196030-730359 Contingency 30,000 Total General Fund Expenditures $47,840 FINANCE COMMITTEE Vote on resolutions on the Consent Agenda: AYES: Burns, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Greimel, Jacobsen, Kowall, Long, Middleton, Nash, Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). MISCELLANEOUS RESOLUTION #08096 BY: Finance Committee, Mike Rogers, Chairperson IN RE: BOARD OF COMMISSIONERS – 2008 COUNTY GENERAL FUND PROPERTY TAX AND PARKS AND RECREATION TAX RATES To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the County has a fixed millage rate of 5.2600 mills (voter approved 8/8/78) and a voter approved (8/8/00 - Term 2002-2011) rate of 0.2500 mill for Parks and Recreation; and WHEREAS Michigan Law (MCL 211.34d(16) permanently reduced the County's Maximum Allowable Tax Rates to the 2007 "Headlee" rollback (Article 9, Section 31 of the Michigan Constitution) tax rates of 4.2240 mills for Operating and 0.2415 mill for Parks and Recreation; and Commissioners Minutes Continued. May 22, 2008 339 WHEREAS Public Act 42 of 1995, the “Truth in Budgeting” Act, allows the County Board of Commissioners to hold a single public hearing as a prerequisite to approve the Property Tax Levy (including “Truth in Equalization” and “Truth in Taxation” requirements) if the recommended property tax rate is necessary to support the operating budget; and WHEREAS the Board of Commissioners, upon the recommendation of the County Executive, adopted Miscellaneous Resolution #98217 establishing a 1998 County Property Tax rate of 4.1900 mills, 0.0340 mill less than the 2008 Maximum Allowable Tax Levy as constrained by State law, equivalent to a total tax reduction of $10.7 million in 1998, the tax rate of 4.1900, unchanged for tax years 1999 through 2007, has resulted in total tax reduction of $9.6 million in 1999, $7.9 million in 2000, $6.5 million in 2001, $5.0 million in 2002, $3.7 million in 2003, $2.6 million in 2004, $2.0 million in 2005, $2.1 million in 2006 and $2.2 million in 2007 respectively, for a ten (10) year total taxpayer savings of $ 52.3 million; and WHEREAS the County Executive recommends that the County 2008 tax rate be set at 4.1900 mills, the same since 1998, 0.0340 mill below the 2008 Maximum Allowable Tax Levy as constrained by State law, equivalent to a tax reduction of $2.2 million, without jeopardizing the County’s ability to deliver quality public services; and WHEREAS the Finance Committee recommends that the 2008 County General Fund Property Tax rate be set at 4.1900 mills, 0.0340 mills below the 2008 maximum allowable tax rate; and the Oakland County Parks and Recreation Tax rate be set at 0.2415 mill, the 2008 maximum allowable tax rate. NOW THEREFORE BE IT RESOLVED that each Supervisor of the various townships and Assessing Officers of the several cities of Oakland County are authorized and directed to spread on their respective township or city tax rolls for the year 2008 the following tax rates to be applied to the 2008 Taxable Value of all property located within their respective jurisdictions: July, 2008 December, 2008 County General Property Tax Levy County Parks and Recreation Tax Levy 4.1900 Mills 0.2415 Mill Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. FINANCE COMMITTEE Moved by Rogers supported by Long the resolution be adopted. Moved by Greimel supported by Coulter the resolution be amended as follows: Amend the resolution such that the proposed County General Property Tax Levy is reduced by .0209 mills from 4.19 mills to 4.1691, resulting in an estimated annual revenue reduction of approximately $1,294,501.37. David Hieber, Manager, Equalization Division addressed the Board and answered questions. Discussion followed. Gerald Poisson, Deputy County Executive, addressed the Board. As a point of order, Commissioner Gingell stated the discussion should be in regards to the proposed amendment. Vote on amendment: AYES: Coulter, Gershenson, Gosselin, Greimel, Nash, Spector, Woodward, Zack, Burns. (9) NAYS: Crawford, Douglas, Gingell, Jacobsen, Kowall, Long, Middleton, Potts, Rogers, Scott, Bullard. (11) A sufficient majority not having voted in favor, the amendment failed. Discussion followed. Moved by Greimel supported by Coulter the resolution be amended as follows: Commissioners Minutes Continued. May 22, 2008 340 Amend the resolution such that the proposed County General Property Tax Levy is reduced by .00149 mills from 4.19 mills to 4.1885, resulting in an estimated cumulative revenue reduction of approximately $1,294,501.37 over 14 years. Discussion followed. Vote on amendment: AYES: Gershenson, Gosselin, Greimel, Nash, Spector, Woodward, Zack, Burns, Coulter. (9) NAYS: Crawford, Douglas, Gingell, Jacobsen, Kowall, Long, Middleton, Potts, Rogers, Scott, Bullard. (11) A sufficient majority not having voted in favor, the amendment failed. Vote on resolution: AYES: Douglas, Gershenson, Gingell, Gosselin, Greimel, Jacobsen, Kowall, Long, Middleton, Nash, Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard, Burns, Coulter, Crawford. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolution was adopted. MISCELLANEOUS RESOLUTION #08097 BY: Finance Committee, Mike Rogers, Chairperson IN RE: DEPARTMENT OF MANAGEMENT AND BUDGET – REORGANIZATION AND POSITIONS DELETIONS TO MEET FISCAL YEAR 2008 - 2010 BUDGET TASK To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS due to the continued decline in the housing market negatively impacting property tax revenues, as well as the expectation that the State will continue to experience budget difficulties, Oakland County is anticipating budget shortfalls of $3.3 million for fiscal year 2009 and $19.6 million for fiscal year 2010 (after approval of Miscellaneous Resolution. #08026) and continuing shortfalls beyond fiscal year 2010 unless positive action is taken to reduce the level of General Fund/General Purpose expenditures; and WHEREAS the Board of Commissioners, pursuant to Miscellaneous Resolution #08026 assigned a budget task to each Elected Official for fiscal years 2008, 2009 and 2010; and WHEREAS in order to meet a portion of its share of the County Executive’s budget task, the Department of Management and Budget proposes a reorganization to merge the Reimbursement Division into the Fiscal Services Division, which includes the deletion of three (3) positions, reclassification of seven (7) positions and the creation of one full-time non-eligible position as detailed below and in the attached schedules; and WHEREAS the results of this proposal will generate $106,096 in savings for Fiscal Year 2008, $459,749 savings in Fiscal Year 2009 and $459,749 savings in Fiscal Year 2010; and WHEREAS the remaining portion of the department’s budget task will be included in the Fiscal Year 2009 – Fiscal Year 2010 County Executive’s Recommended Budget. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the reorganization of the Department of Management and Budget, effective June 21, 2008 as follows: 1. The Reimbursement Division is hereby disbanded as a division and will become a unit under the Fiscal Services Division. 2. The following positions are deleted: a. Manager - Reimbursement (position #102070101542) b. Financial Systems Coordinator (position #102061501814) c. Accountant II (position #102061501246) 3. The following classifications are deleted: a. Manager – Reimbursement b. Chief – Reimbursement c. Reimbursement Supervisor I d. Reimbursement Supervisor II Commissioners Minutes Continued. May 22, 2008 341 e. Financial Systems Coordinator f. Supervisor – Payroll g. Assistant Payroll Supervisor 4. The following classifications are created: a. Grants Compliance and Programs Coordinator (grade 14) b. Payroll Specialist I (grade 9) c. Payroll Specialist II (grade 11) 5. The following positions are reclassified with no change in salary grade level: a. Position #102061501449 from Financial Reports Coordinator to Grants Compliance and Programs Coordinator b. Position #102061501086 from Payroll Coordinator to Payroll Specialist II c. Position #102061503384 from Central Employee Records Coordinator to Payroll Specialist I d. Position #102061502007 from Central Employee Records Coordinator to Payroll Specialist I e. Position #102070101638 from Secretary II to Technical Assistant f. Position #102061503557 from Payroll Supervisor to Supervisor III – Fiscal Services 6. The following positions are reclassified with salary grade level adjustments: a. Position #102061509553 from Assistant Payroll Supervisor (grade 14) to Supervisor I – Fiscal Services (grade 13) b. Position #102061501939 from User Support Specialist II (grade 12) to Accountant I (FTNE) (grade 9) c. Position #102061503190 from Supervisor II – Fiscal Services (grade 15) to Supervisor I – Fiscal Services (grade 13) d. Position #102070103144 from Chief - Reimbursement (grade 16) to Chief - Fiscal Services (grade 18) e. Position #102070100264 from Reimbursement Supervisor II (grade 11) to Supervisor I – Fiscal Services (grade 13) f. Position #102070101111 from Reimbursement Supervisor II (grade 11) to Supervisor I – Fiscal Services (grade 13) BE IT FURTHER RESOLVED that one (1) full-time non-eligible (FTNE) Account Clerk I position be created in the Fiscal Services Division. BE IT FURTHER RESOLVED that the Fiscal Year 2008 budget be amended, as detailed on the attached Schedule B, to reflect the reorganization and position changed listed above. BE IT FURTHER RESOLVED that the Fiscal Year 2009 and Fiscal Year 2010 impact of the above listed reorganization be included in the Fiscal Year 2009 and Fiscal Year 2010 County Executive Recommended Budget. Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. FINANCE COMMITTEE Copy of Department of Management and Budget Fiscal Services/Reimbursement Division Reorganization on file in County Clerk’s office. The Chairperson referred the resolution to the Personnel Committee. There were no objections. MISCELLANEOUS RESOLUTION #08098 BY: Finance Committee, Mike Rogers, Chairperson IN RE: BOARD OF COMMISSIONERS - TAX INCREMENT FINANCING DISTRICT REVIEW POLICY AD HOC REVIEW COMMITTEE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Miscellaneous Resolution #99010 established an Ad Hoc Review Committee whose charge is to review the creation of new or expanded Tax Increment Financing Districts, the impact of the projected revenue loss to the County and to recommend negotiation of participating agreements on the County’s behalf; and WHEREAS Miscellaneous Resolution #99010 provided that the Committee consist of the Oakland County Treasurer or representative, the Finance Committee Chairperson, the Equalization Department, the Economic Development Department and Corporation Counsel; and Commissioners Minutes Continued. May 22, 2008 342 WHEREAS Miscellaneous Resolution #01002 amended the composition of the Committee, adding the Planning and Building Committee Chairperson or designee and one additional commissioner and Miscellaneous Resolution #01093 provided that the one additional commissioner shall be appointed by the Chair of the Board of Commissioners; and WHEREAS Miscellaneous Resolution #01002 established a two-year term for what was then the current membership of the Committee, rather than establish an ongoing term. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners’ hereby establishes a permanent two-year term, consistent with that of the Board of Commissioners, for the Tax increment Financing District Review Policy Ad Hoc Review Committee membership. BE IT FURTHER RESOLVED that the Minority Vice Chair of the Finance Committee or designee be added to the membership of the Tax Increment Financing District Review Policy Ad Hoc Review Committee. BE IT FURTHER RESOLVED that the Treasurer, Equalization, Corporation Counsel and Planning and Economic Development provide a letter to the Board of Commissioners at the beginning of each Board of Commissioners two-year term, rather then every year, identifying their representative to the Ad Hoc Review Committee. Chairperson, on behalf of the Finance Committee, I move adoption of the foregoing resolution. FINANCE COMMITTEE Moved by Rogers supported by Douglas the resolution be adopted. AYES: Gershenson, Greimel, Jacobsen, Middleton, Nash, Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard, Burns, Coulter, Douglas. (15) NAYS: Gingell, Gosselin, Kowall, Long, Crawford. (5) A sufficient majority having voted in favor, the resolution was adopted. MISCELLANEOUS RESOLUTION #08099 BY: General Government Committee, Christine Long IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY – INTERLOCAL AGREEMENT BETWEEN OAKLAND COUNTY AND THE CITY OF BERKLEY PUBLIC SAFETY FOR THE FIRE RECORDS MANAGEMENT SYSTEM To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Oakland County Board of Commissioners approved the acquisition of the Fire Records Management System in Miscellaneous Resolution #99309; and WHEREAS the purpose of the Fire Records Management System is to capture and create fire records from the inception of a 9-1-1 call, to include the additional computer-aided dispatch information, and complete the recording in a standard records management system, promoting communication and the sharing of fire records among the municipalities that participate; and WHEREAS the Department of Information Technology, the Department of Corporation Counsel, and the Fire Governance Committee have developed a Fire Records Management System Interlocal Agreement setting forth the rights and obligations of the County and the municipalities participating in the Fire Records Management System; and WHEREAS the Oakland County Board of Commissioners authorized the execution of the attached Interlocal Agreement with specific municipalities in Miscellaneous Resolution #02045; and WHEREAS the City of Berkley Public Safety would like to participate in the Fire Records Management System. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the Chairperson of the Board of Commissioners to sign the attached Fire Records Management System Interlocal Agreement with the City of Berkley Public Safety. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE Commissioners Minutes Continued. May 22, 2008 343 Copy of Fire Records Management Agreement between Oakland County and the City of Berkley’s Department of Public Safety on file in the County Clerk’s office. The Chairperson referred the resolution to the Finance Committee. There were no objections. MISCELLANEOUS RESOLUTION #08100 BY: General Government Committee, Christine Long, Chairperson IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY – SECOND QUARTER 2008 DEVELOPMENT APPROPRIATION TRANSFER To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS all development cost is incorporated as a single appropriation within the non-departmental budget and then an amount equal to the actual expense is transferred to the user department with a summary report to the Finance Committee; and WHEREAS the Department of Information Technology has determined the Second Quarter 2008 development charges to be $1,415,882.10 and the imaging development charge to be $3,832.97 for the General Fund/General Purpose County departments; and WHEREAS direct charges to Special Revenue and Proprietary fund departments are $471,837.77, non- governmental imaging development are $195.20, and non-county agencies are $366.00 for the Second Quarter 2008; and WHEREAS an appropriation transfer to General Fund/General Purpose County departments is needed to fund these development charges. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners has reviewed the Second Quarter 2008 Development Report and approves the Second Quarter appropriation transfer as specified on the attached schedule. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE Copy of Information Technology Development Summary 2nd Quarter 2008, and Information Technology – Reserve Fund Development/Support Detail – 2nd Quarter, 2008 on file in County Clerk’s office. The Chairperson referred the resolution to the Finance Committee. There were no objections. REPORT (MISC. #08081) BY: General Government Committee, Christine Long, Chairperson IN RE: BOARD OF COMMISSIONERS – SUPPORT FOR HOUSE BILL 5872 – PENALTIES FOR COPPER AND SCRAP METAL THEFT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The General Government Committee, having reviewed the above-referenced resolution on May 12, 2008, reports with the recommendation that the resolution be adopted. Chairperson, on behalf of the General Government Committee, I move acceptance of the foregoing report. GENERAL GOVERNMENT COMMITTEE MISCELLANEOUS RESOLUTION #08081 BY: Commissioners Hugh Crawford, District #9, Eileen Kowall, District #6 IN RE: BOARD OF COMMISSIONERS – SUPPORT FOR HOUSE BILL 5872 – PENALTIES FOR COPPER AND SCRAP METAL THEFT To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS copper theft is a growing crime that has a devastating economic impact on homebuilders, construction companies, farmers and utility companies; and Commissioners Minutes Continued. May 22, 2008 344 WHEREAS our vital communications infrastructure, such as 9-1-1 service, is carried on copper wires. When the wires are cut, stolen and stripped, residents and communities can lack access to emergency services like police, fire and ambulance responders; and WHEREAS the U.S. Department of Energy estimates that businesses nationwide have lost around $1 billion from copper wire thefts that have disrupted electricity, slowed construction projects, and broken irrigation networks; and WHEREAS Representative David Law has introduced House Bill 5872 which proposes to amend the Michigan Penal Code (MCL 750.1 to 750.568) by adding the following section: Sec. 357c. A person shall not remove scrap metal from a utility pole, telecommunications company property, Government property, utility property, or a jobsite or offer for sale scrap metal stolen from 1 or more of those locations and belonging to another person, without the consent of the owner. A person who violates this section is guilty of a felony punishable by imprisonment for not more than 5 years or a fine of not more than $10,000.00, or both. As used in this section, "scrap metal" means copper or copper alloy or aluminum or aluminum alloy, or both. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby urges the enactment of House Bill 5872 720, in order to address the issue of copper theft and other metals, to protect public safety and to prevent financial loss to businesses and residents. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby urges members of the Oakland County delegation to the Michigan legislature to vote in favor of House Bill 5872 and urges Governor Jennifer Granholm to sign the resulting legislation. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby requests the Oakland County Clerk to forward copies of this adopted resolution to Governor Jennifer Granholm, to members of the Oakland County delegation to the Michigan legislature, the House Committee on Commerce, the Michigan Association of Counties, and to Oakland County's legislative lobbyists. Chairperson, we move the adoption of the foregoing resolution. HUGH CRAWFORD, EILEEN KOWALL, ROBERT GOSSELIN, BRAD JACOBSEN, TOM MIDDLETON, TIM GREIMEL, JOHN SCOTT, HELAINE ZACK, BILL BULLARD, VINCENT GREGORY, SUE ANN DOUGLAS, ERIC COLEMAN, CHRISTINE LONG, MATTIE HATCHETT, MARCIA GERSHENSON Moved by Long supported by Crawford the resolution be adopted. Moved by Long supported by Crawford the General Government Committee Report be accepted. A sufficient majority having voted in favor, the report was accepted. Vote on resolution: AYES: Gingell, Gosselin, Greimel, Jacobsen, Kowall, Long, Middleton, Nash, Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard, Burns, Coulter, Crawford, Douglas, Gershenson. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolution was adopted. REPORT BY: General Government Committee, Christine Long, Chairperson IN RE: BOARD OF COMMISSIONERS – APPOINTMENTS TO THE OAKLAND COUNTY FRIEND OF THE COURT CITIZEN’S ADVISORY COMMITTEE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The General Government Committee, having reviewed the expiring appointments on the Oakland County Friend of the Court Citizen’s Advisory Committee, recommends the filling of the General Public seats, as follows: Commissioners Minutes Continued. May 22, 2008 345 FRIEND OF THE COURT CITIZEN’S ADVISORY COMMITTEE (Three-year terms ending 6/30/2011) Mel Ettenson, General Public Rackeline Hoff, General Public Chairperson, on behalf of the General Government Committee, I move the acceptance of the foregoing report. GENERAL GOVERNMENT COMMITTEE Copy of Applications for Appointment to Oakland County Friend of the Court – Citizens Advisory Committee on file in County Clerk’s office. Moved by Long supported by Crawford the General Government Committee Report be accepted. A sufficient majority having voted in favor, the report was accepted. Chairperson Bill Bullard, Jr. asked if there were any other nominations. There were none. Moved by Long supported by Crawford the appointments of Mel Ettenson and Rackeline Hoff to the Friend of the Court Citizen’s Advisory Committee for three year terms ending June 30, 2011 be confirmed. Vote on appointment: AYES: Gosselin, Greimel, Jacobsen, Kowall, Long, Middleton, Nash, Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard, Burns, Coulter, Crawford, Douglas, Gershenson, Gingell. (20) NAYS: None. (0) A sufficient majority having voted in favor, the appointments of Mel Ettenson and Rackeline Hoff to the Friend of the Court Citizen’s Advisory Committee for three year terms ending June 30, 2011 were confirmed. MISCELLANEOUS RESOLUTION #08101 BY: Personnel Committee, Thomas F. Middleton, Chairperson IN RE: HUMAN RESOURCES DEPARTMENT – REORGANIZATION AND BUDGET TASK REDUCTIONS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS in reaction to the difficult economic times facing Oakland County, the County Executive has imposed a hiring freeze and established an estimated budget reduction task for Fiscal Year 2008 – 2010; and WHEREAS the current budget reduction task and recent turnover has prompted a review of the Human Resources (HR) Department operations and organization structure; and WHEREAS the proposed reorganization deletes positions and realigns existing resources where most needed while also meeting the department’s budget reduction task; and WHEREAS the HR Department’s current portion of the County Executive’s budget reduction task is $34,083 for Fiscal Year 2008, $31,624 for Fiscal Year 2009 and $205,553 for Fiscal Year 2010; and WHEREAS the proposed reorganization exceeds the targeted task amount and accelerates the savings by being effective in June of Fiscal Year 2008. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the reorganization of the Human Resources Department as shown below: 1. To delete the following three (3) Governmental Funded positions: Position Title Status Position Number Location Supervisor Human Resources Full-time 1050510-01986 Compensation Unit Human Resources Analyst II Full-time 1050402-02586 Recruitment Unit Commissioners Minutes Continued. May 22, 2008 346 Senior Human Resource Analyst PTNE 1050402-00109 Recruitment Unit 2. To retitle two HR Divisions as follows: From To HR-Recruitment & HRIS Division (10504) HR-Workforce Management Division HR-Compensation & Ben. Division (10505) HR-Benefits Administration Division 3. To combine two units into one and retitle as follows: From To HR-Recruitment Unit (1050402) HR-Recruitment & Workforce Planning Unit HR-Compensation & Workforce (1050402) Planning Unit (1050510) 4. To retitle two units as follows: From To HR-Recruitment & HRIS Admin (1050401) HR-Recruitment & Workforce Planning Admin HR-Comp & Workforce HR Benefits Administration Unite Planning Admin (1050501) 5. To create the following PTNE 1,000 hour/yr. positions: Position Title Funding Grade Location Office Assistant I GFGP 03 HR Benefits Admin. Unit (1050501) Employee Benefits PR 09 HR Employee Benefits Unit (1050520) Specialist 6. To upwardly reclassify the following positions: From To Position # Position Title Grade Position Title Grade 01023 Supv-Emp Records 13 Supv-HR 16 08138 Technical Assistant 08 HR Analyst I 10 09768 User Support Spec II 12 HR Analyst III 13 7. To decrease the salary range for the Retirement Administrator classification as follows: Grade Base 1 Year 2 Year 3 Year 4 Year 5 Year From Excluded from SAP 81,178 3,122.22 86,066 3,310.23 90,950 3,498.06 95,834 3,685.91 100,718 3,873.78 105,608 4,061.83 To 18 67,808 1,607.99 71,889 2,764.95 75,973 2,922.05 80,053 3,078.95 84,139 3,236.10 88,225 3,393.26 8. To transfer the following positions and delete the Comp & Workforce Planning Unit (1050510): From To 1050510 Comp & Workforce Planning 1050402 Recruitment & Workforce Plng 02090 Human Resources Analyst II 02427 Human Resources Analyst III 02459 Human Resources Analyst III 02647 Human Resources Analyst II 02845 Human Resources Analyst III 08138 Human Resources Analyst I 08139 Human Resources Analyst II 1050401 HR Recruitment & HRIS Admin 1050415 HR Employee Records & HRIS 07868 User Support Specialist I 1050101 Human Resources Administration 1050515 HR Retirement Unit 10254 Retirement Administrator Chairperson, on behalf of the Personnel Committee, I move the adoption of the foregoing resolution. PERSONNEL COMMITTEE Commissioners Minutes Continued. May 22, 2008 347 The Chairperson referred the resolution to the Finance Committee. There were no objections MISCELLANEOUS RESOLUTION #08102 BY: Planning and Building Committee, Sue Ann Douglas, Chairperson IN RE: DRAIN COMMISSIONER - DOWNWARD RECLASSIFICATION AND TRANSFER OF TWO (2) POSITIONS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Engineering and Construction Division of the Drain Commissioner’s Department is responsible for overseeing the design and construction of new storm drains, sanitary sewers, water mains, wastewater treatment facilities and lake level control structures; and WHEREAS the demand for these services has diminished due to the lack of new construction projects; and WHEREAS in response to the budget concerns for Fiscal Year 2008 and beyond, the Oakland County Drain Commissioner has reviewed the current departmental staffing levels; and WHEREAS to increase efficiency while lowering costs, the Drain Commissioner requests to downwardly reclassify two (2) vacant (SR) Construction Inspector II positions (6010326-06898 and 6010326-06899) to the classification of Maintenance Mechanic II; and WHEREAS to more effectively utilize these positions, the Drain Commissioner requests to transfer the positions from the Engineering and Construction Division (6010326) to the Operations and Maintenance Division (6010207). NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the downward reclassification of two (2) vacant (SR) Construction Inspector II positions (6010326-06898 and 6010326-06899) to the classification of Maintenance Mechanic II. BE IT FURTHER RESOLVED, that the Oakland County Board of Commissioners approves the transfer of the two (2) reclassified Maintenance Mechanic II positions from Engineering and Construction/Inspection (6010326) to Operations and Maintenance/Drain and Sewer Maintenance (6010207). Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE The Chairperson referred the resolution to the Personnel Committee and the Finance Committee. There were no objections. MISCELLANEOUS RESOLUTION #08103 BY: Planning and Building Committee, Sue Ann Douglas, Chairperson IN RE: DRAIN COMMISSIONER - DELETION OF ONE CONSTRUCTION INSPECTOR II POSITION To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS in reaction to the difficult economic times facing Oakland County, the County Executive has imposed a hiring freeze and established an Estimated Budget Reduction Task for Fiscal Year 2008 - 2010; and WHEREAS the Drain Commissioner has reviewed the assigned estimated budget task for General Fund/General Purpose funds; and WHEREAS the Drain Commissioner proposes the deletion of one (1) Vacant GF/GP Construction Inspector II position (6010335-10149); and WHEREAS the savings from the position deletion will be fully applied towards the Drain Commissioner’s 2008, 2009, and 2010 budget task; and WHEREAS the duties that were previously assigned to this position will be redistributed to other divisional employees. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the deletion of one (1) Vacant GF/GP Construction Inspector II position (6010335-10149) from Engineering and Construction/Soil Erosion Unit. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE The Chairperson referred the resolution to the Personnel Committee and the Finance Committee. There were no objections. Commissioners Minutes Continued. May 22, 2008 348 MISCELLANEOUS RESOLUTION #08104 BY: Commissioner John A. Scott, District #5 IN RE: BOARD OF COMMISSIONERS – PROHIBIT REIMBURSEMENT TO COMMISSIONERS FOR SUBSCRIPTIONS, MEMBERSHIPS AND COMMUNITY EVENTS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS due to the current economic conditions in Michigan, Oakland County is anticipating reduced revenues for fiscal years 2009 and 2010; and WHEREAS Oakland County uses a biennial budget that anticipates economic conditions two years out and adjusts its budgets accordingly; and WHEREAS all County Elected Officers, as well as County Executive Departments, have budget tasks for 2009 and 2010 in order to adjust expenditures to anticipated revenues; and WHEREAS the Oakland County Board of Commissioners recognizes that the County, its Cities, Villages and Townships face similar economic challenges; and WHEREAS the Oakland County Board of Commissioners feels that, as leaders, they should lead by example; and WHEREAS savings can be realized from the Board of Commissioners’ budget by eliminating expenditures for individual newspaper subscriptions, Service Club memberships, Chamber of Commerce memberships and reimbursements for various community dinners and/or luncheons and events. NOW THEREFORE BE IT RESOLVED that, effective January 1, 2009, the Oakland County Board of Commissioners will not reimburse individual Commissioners for newspaper subscriptions, Service Club memberships, Chamber of Commerce memberships or for attendance at community dinners, luncheons or events. Chairperson, we move adoption of the foregoing resolution. JOHN SCOTT, DAVID POTTS, ROBERT GOSSELIN, BRADFORD JACOBSEN, MIKE GINGELL The Chairperson referred the resolution to the Finance Committee. There were no objections. MISCELLANEOUS RESOLUTION #08105 BY: Commissioner John A. Scott, District #5 IN RE: BOARD OF COMMISSIONERS – SET COMMISSIONERS’ ANNUAL COMPENSATION FOR 2009 AND 2010 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS due to the current economic conditions in Michigan, Oakland County is anticipating reduced revenues for fiscal years 2009 and 2010; and WHEREAS Oakland County uses a biennial budget that anticipates economic conditions two years out and adjusts its budgets accordingly; and WHEREAS all County Elected Officers as well as County Executive Departments have budget tasks for 2009 and 2010 in order to adjust expenditures to anticipated revenues; and WHEREAS the Oakland County Board of Commissioners recognize that the County, its Cities, Villages and Townships face similar economic challenges; and WHEREAS the Oakland County Board of Commissioners feels that, as leaders, they should lead by example; and WHEREAS by reducing Commissioners’ compensation 3.9% from 2008 levels the Board demonstrates its serious approach to helping resolve the economic issues facing the County. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners establishes Commissioners’ compensation rate for 2009 and 2010 at $32,500 per year. Chairperson, we move adoption of the foregoing resolution. JOHN SCOTT, DAVID POTTS, ROBERT GOSSELIN, BRADFORD JACOBSEN, MIKE GINGELL The Chairperson referred the resolution to the Personnel Committee. There were no objections. Commissioners Minutes Continued. May 22, 2008 349 MISCELLANEOUS RESOLUTION #08106 BY: Commissioners Eileen Kowall, District #6, David Coulter, District #25 IN RE: BOARD OF COMMISSIONERS – ESTABLISHING A STUDY GROUP TO RECOMMEND A GOVERNMENT RELATIONS CONSULTING FIRM To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the economic downturn in Michigan significantly impacts budgetary and policy issues that come before the Governor and the State Legislature, which have significant impact to local units of government within the State of Michigan; and WHEREAS many such issues, debated at the State level, have far reaching consequences for the citizens of Oakland County; and WHEREAS term limits have caused an historic turnover in the legislature making it more important than ever that the Board of Commissioners retain a new governmental relations consultant in a timely manner; and WHEREAS for several years, the Board of Commissioners has retained a multi-client government relations consulting firm; and WHEREAS the contract for the current government relations consulting firm terminates on August 30, 2008; and WHEREAS a government relations consulting firm that engages in lobbying activities must represent the view of the entire Oakland County Board of Commissioners; and WHEREAS a process needs to be implemented that includes input from all commissioners. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners immediately proceed with the selection of a government relations consultant for the purpose of actively representing the interests of Oakland County, as determined by the Board of Commissioners, on those issues before the Governor and the State Legislature, including, but not limited to, proposed laws, statutes, public acts, regulations, and executive and administrative orders, that the Board deems appropriate using the following procedure: 1. The purchasing department shall create a Request for Proposal (RFP) and advertise for proposals from qualified government relations consulting firms. 2. Once applications are received, the Study Group shall review and evaluate all of the applications. 3. A study group consisting of Commissioners David Coulter, Tim Greimel, Jeff Potter and Brad Jacobsen will review all applications, interview the recommended applicants and make its recommendation to the full Board of Commissioners. All commissioners will be invited to attend the interviews and participate. 4. The Study Group recommendation must have the unanimous vote by all four (4) Commissioner members. Chairperson, we move the adoption of the foregoing resolution. EILEEN KOWALL, DAVID COULTER Moved by Kowall supported by Coulter to suspend the rules and vote on MISCELLANEOUS RESOLUTION #08106 – BOARD OF COMMISSIONERS – ESTABLISHING A STUDY GROUP TO RECOMMEND A GOVERNMENT RELATIONS CONSULTING FIRM. Vice Chairperson Hugh Crawford assumed the Chair from Chairperson Bill Bullard, Jr., to avoid any perceived conflict of interest, as Chairperson Bill Bullard, Jr. is a registered lobbyist. Vote on motion to suspend the rules: AYES: Greimel, Jacobsen, Kowall, Long, Middleton, Nash, Potts, Rogers, Spector, Woodward, Zack, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin. (17) NAYS: Scott, Burns. (2) ABSTAIN: Bullard. (1) A sufficient majority having voted in favor, the motion to suspend the rules and vote on MISCELLANEOUS RESOLUTION #08106 – BOARD OF COMMISSIONERS – ESTABLISHING A STUDY GROUP TO RECOMMEND A GOVERNMENT RELATIONS CONSULTING FIRM carried. Moved by Kowall supported by Coulter the resolution be adopted. Commissioners Minutes Continued. May 22, 2008 350 AYES: Jacobsen, Kowall, Long, Middleton, Nash, Potts, Rogers, Spector, Woodward, Zack, Coulter, Crawford, Douglas, Gershenson, Gingell, Greimel. (16) NAYS: Scott, Burns, Gosselin. (3) ABSTAIN: Bullard. (1) A sufficient majority having voted in favor, the resolution was adopted. The Board adjourned at 10:45 a.m. to the call of the Chair or June 12, 2008, at 9:30 a.m. RUTH JOHNSON BILL BULLARD, JR. Clerk Chairperson