HomeMy WebLinkAboutResolutions - 2014.02.06 - 21180MISCELLANEOUS RESOLUTION #14020 January 6, 2014
BY: PLANNING AND BUILDING COMMITTEE, JIM RUNESTAD, CHAIRPERSON
IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION - REQUEST FOR APPROVAL
TO ENTER INTO A LICENSE AGREEMENT AND PROFESSIONAL SERVICES CONTRACT WITH OAK
MANAGEMENT FOR FOOD AND BEVERAGE SERVICES
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS the County and E.A. Fuller Oak Management Corporation ("Oak Management") entered
into a lease dated December 14, 2006 (MR # 06245), amended January 1, 2008 ("Lease") pursuant to MR
08078 and amended pursuant to MR #12051 for food and beverages services for Oakland County Parks and
Recreation Commission ("OCPRC") facilities and ; and
WHEREAS the Lease provides for an expiration on December 31, 2015; and
WHEREAS the Oakland County Board of Commissioners passed Miscellaneous Resolution #06245
stating, "...no further extensions beyond December 31, 2015 shall be made to this lease without an
appropriate RFP process' and that current Oakland County Purchasing Policies would be followed; and
WHEREAS Oakland County Parks and Recreation formed a Food and Beverage Committee
comprised of key administration and operations staff and Parks Commissioners and enlisted the assistance
of Oakland County's Purchasing Division, Health Division, and Corporation Counsel; and
WHEREAS the Committee developed, then re-designed a Request for Proposal, developed
evaluation criteria, and accepted bids in April 2013; and
WHEREAS, the Committee did not reach an agreement and has not made a recommendation at this
time regarding the facilities at Lyon Oaks and White Lake Oaks, and further action regarding such facilities
will be the subject of deliberations of the Committee in the immediate future; and
WHEREAS after the evaluation process, a tentative agreement was negotiated; and
WHEREAS the Food and Beverage Committee recommends entering into a license agreement and
professional services contract with Oak Management Corporation for the continued operation of Addison
Oaks Conference Center and the Glen Oaks Conference Center and Grill Room for a ten-year contract
beginning January 1, 2016, with an optional five-year extension at the Oakland County Parks and Recreation
Commission's sole discretion; and
WHEREAS it is the recommendation of the Oakland County Parks and Recreation Commission that
the Oakland County Board of Commissioners approve and authorize the Oakland County Parks and
Recreation Commission to enter into a license agreement and professional services contract with Oak
Management Corporation for the continued operation of Addison Oaks Conference Center and the Glen
Oaks Conference Center and Grill Room for a ten-year contract beginning January 1, 2016, with an optional
five-year extension at the Oakland County Parks and Recreation Commission's sole discretion.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and authorizes the attached License and Professional Service Contract between the County of Oakland
and Fuller Oak Management for food and beverage operations at Addison Oaks Conference Center and Glen
Oaks Conference Center and Grill Room, for a 10-year contract beginning January 1, 2016, with an optional five-
year extension at the Oakland County Parks and Recreation Commission's sole discretion.
BE IT FURTHER RESOLVED that upon affirmation of this contract, that the Oakland County Board of
Commissioners requires that the Parks and Recreation Commission immediately seek outsourcing options for the
two remaining banquet facilities in conjunction with the golf course facilities in order to bring forward an additional
contract proposal to the Oakland County Board of Commissioners.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its
Chairperson or his designee to execute the attached LICENSE AGREEMENT AND PROFESSIONAL
SERVICES CONTRACT WITH OAK MANAGEMENT FOR FOOD AND BEVERAGE SERVICES and all
other related documents between the County of Oakland and OAK MANAGEMENT, which may be required.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing
resolution.
PLANNING AND BUILDING COMMITTEE
PLANNING AND BUILDING COMMITTEE
Motion carried unanimously on a roll call vote with Gershenson absent.
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET
PURCHASING DIVISION
LICENSE AND PROFESSIONAL SERVICES CONTRACT
PROFESSIONAL SERVICE CONTRACT NUMBER:
Contract Amount: $
Contract Effective Date:
Contract Expiration Date:
This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional
Corporation, hereinafter called "County" and the "Contractor" as further described in the following
Table. This Contract includes the license of County-owned real and personal property to
Contractor and the provision of professional services by Contractor as further described herein. In
this Contract, either Contractor or the County may also be referred to individually as a "Party" or
jointly as the "Parties".
COUNTY OF OAKLAND
2100 Pontiac Lake Road
Waterford, MI 48328
(herein, the "County")
VENDOR
Fuller Oak Management, LLC
1480 W. Romeo Road
Leonard, MI 48367
Vendor I. D. No.
(herein the "Contractor")
INTRODUCTION
A. The County owns and operates the following two (2) facilities, which are further described
and depicted herein:
Addison Oaks Conference Center
Glen Oaks Conference Center and Grill Room
B. The foregoing facilities have various food and beverage operations designed for use by the
general public and designed to provide a means of recreation in Oakland County.
C. The County desires to license the facilities and other property to the Contractor and grant it
the exclusive right to provide food and beverage services at those facilities.
This Contract is organized and divided into the following "Section" or "Sections" for the
convenience of the Parties.
SECTION 1. CONTRACT DOCUMENTS AND DEFINITIONS
SECTION 2. CONTRACT EFFECTIVE DATE AND TERMINATION
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SECTION 3.
SECTION 4.
SECTION 5,
SECTION 6.
SECTION 7.
SECTION 8.
SCOPE OF CONTRACTOR'S SERVICES
USE OF COUNTY FACILITIES AND PROPERTY
PAYMENT OBLIGATIONS
CONTRACTOR'S ASSURANCES AND WARRANTIES
CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises, obligations, representations, and assurances in this
Contract, the Parties agree to the following:
§1. CONTRACT DOCUMENTS AND DEFINITIONS
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. "Claims" means any 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,
reimbursement for reasonable attorney fees, witness fees, court costs, investigation
expenses, litigation expenses, amounts paid in settlement, and/or other amounts or
liabilities of any kind which are imposed on, incurred by, or asserted against the
County, or for which the County may become legally and/or contractually obligated
to pay or defend against.
1.2. "Contract Documents" This Contract includes and fully incorporates herein all of
the following documents:
1.2.1. Exhibit I: Contractor Insurance Requirements.
1.2.2. Exhibit II: Scope of Contractor's Services & Parties Responsibilities
1.2.3. Exhibit III: Description and Depiction of Facilities
1.2.4. Exhibit IV: Description of County Personal Property
1.2.5. Exhibit V: Servicemark
1.3. "Contractor Employee" means without limitation, any employees, officers,
directors, members, managers, trustees, volunteers, attorneys, and representatives of
Contractor, and also includes any Contractor licensees, concessionaires, contractors,
subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint
ventures or partners, and/or any such persons, successors or predecessors,
employees, (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 the above. "Contractor Employee" shall also include any
person who was a Contractor Employee at any time during the term of this Contract
but, for any reason, is no longer employed, appointed, or elected in that capacity.
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1.4. "County" means the County of Oakland, a Municipal and Constitutional
Corporation, its departments, divisions, authorities, boards, committees, and County
Agent as defined below.
1.5. "County Agent" means all elected and appointed officials, directors, board
members, council members, commissioners, employees, volunteers, representatives,
and/or any such persons' successors (whether such person 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. "County Agent" 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 an
Agent.
1.6. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at
11:59:59 p.m.
1.7. "E-Verify" means an Internet based system operated by the Department of
Homeland Security (DHS) in partnership with the Social Security Administration
(SSA) that allows participating employers to electronically verify the employment
eligibility of their new hired employees. For more information and to register visit
https://e-verify.useis.gov/enroll/.
1.8. "Event" means a function, gathering, meeting, party, wedding, or other assembly of
persons or entities at or around the Facilities.
1.9. "Facilities" means the following real property, personal property, buildings, and the
parking lots for the buildings, which are used by Contractor or Contractor
Employees in performance of this Contract and are further described and depicted
in Exhibit III:
1.9.1. Addison Oaks Conference Center
1.9.2. Glen Oaks Conference Center, Grill Room and Golf Course
1.10. "Fiscal Year" means the three hundred and sixty-five (365) day period beginning on
October 1 and ending the following year on September 30; except for the first year
of this Contract when the fiscal year shall begin on January 1, 2016 and end on
September 30, 2016.
1.11. "Gross Revenue/Receipts" means the total dollar aggregate of the selling price plus
all other fees for any Services provided by Contractor at the Facilities or elsewhere,
including deposits from all events including those that cancel (as long as the food
and beverages were prepared at the Facilities), excluding only taxes and gratuity
(which is voluntarily paid by customers to Contractor), whether made by cash,
check, credit card, credit account, exchange, coupon redemption or other value.
1.12. "Intellectual Property" means any developments, improvements, designs,
innovation, and materials that may be the subject of a trademark/servicemark,
copyright or patent, trade secrets or Proprietary Information.
1.13. "Oakland County Parks and Recreation Commission" or "OCPRC" means the
county parks and recreation commission created by the county board of
commissioners pursuant to Public Act 261 of 1965.
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1.14. "Property" means the real property and personal property owned by the County
which is listed, described, and depicted in Exhibit III and IV.
1.15. "Proprietary Information" means ideas, concepts, inventions and processes related
to the development and operation of computer software and systems such as source
code, object code, security procedures and passwords.
1.16. "Services" means all food and beverage (alcoholic and non-alcoholic) products and
services and all other products or services provided by Contractor or Contractor
Employees at the Facilities or elsewhere when the food and beverages are prepared
at the Facilities. Services shall include, but not be limited to, the purchase,
preparation, transportation, and service of food and beverages (alcoholic and non-
alcoholic) by the Contractor or Contractor Employees; clean-up after Events; rental
of linens, tableware, glassware, paper ware, decorations, tables, chairs, special
equipment and inflatables provided by or through the Contractor or Contractor
Employees; valet services provided by or through the Contractor or Contractor
Employees; coat-check services provided by or through the Contractor or
Contractor Employees; and operation of mobile food and beverage carts or stands
by the Contractor or Contractor Employees.
§2. CONTRACT EFFECTIVE DATE AND TERMINATION
2.1. The "Effective Date" of this Contract shall be as stated on the first page of this
Contract, and unless otherwise terminated or canceled as provided herein, it shall
end at 11:59:59 p.m. on the "Contract Expiration Date" shown on the first page of
this Contract, at which time this Contract expires without any further act or notice
of either Party being required. The Parties are under no obligation to renew or
extend this Contract after Contract Expiration Date, provided, however, that
OCPRC, in its sole discretion, may extend this Contract for one five (5) year period
after this Contract has been in effect for at least five (5) years ("Renewal Term").
The terms and conditions contained in this Contract shall apply to the renewal term,
except that the Equipment Fee, the Flat Fee, and the Food and Beverage Fee shall
be reviewed by the Parties. There shall be no further renewals or extensions of this
Contract beyond the single renewal term set forth herein. At the expiration of the
Contract or Renewal Term, the Contract shall be bid through the Oakland County
Purchasing Division, according to its policies and procedures in effect at that time.
Notwithstanding the above, under no circumstances shall this Contract be effective
until and unless:
2.1.1. This Contract is signed by a Contractor Employee, legally authorized to
bind Contractor.
2.1.2. Any and all Contractor Certificates of Insurance and any other conditions
precedent to the Contract have been submitted and accepted by the County.
2.1.3. This Contract is signed by an authorized agent of the Oakland County
Purchasing Division, as provided for on the signature page of this Contract.
2.2. The County may terminate and/or cancel this Contract (or any part thereof) at any
time upon three hundred and sixty-five days (365) days written notice to the
Contractor, if Contractor defaults in any obligation contained herein and within the
three hundred and sixty-five days (365) notice period Contractor failed or did not
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attempt to cure such default. Cancellation or continuation of the contract once a
default occurs requires approval from the Board of Commissioners. The effective
date for termination or cancellation shall be clearly stated in the written notice.
Contractor's failure to obtain/receive four (4) million dollars in Gross
Receipts/Revenues from the Facilities at the end of each Fiscal Year of this
Contract, commencing with the 2021 Fiscal Year, shall be considered a default
under this Contract.
2.3. In the event of termination and/or cancellation by either Party for any reason,
Contractor shall pay the County all fees as set forth herein until the effective date of
termination.
2.4. Upon termination and/or cancellation of this Contract, Contractor's use of County
Property shall cease as of the effective date of termination, this shall include at the
sole option of the County, cancellation of all Events Contractor scheduled at the
Facilities after the effective date of termination.
2.5. Under no circumstances shall the County be liable for any future loss of income,
profits, any consequential damages or any loss of business opportunities, revenues,
or any other economic benefit Contractor may have realized but for the termination
and/or cancellation of this Contract. The County shall not be obligated to pay
Contractor any cancellation or termination fee if this Contract is cancelled or
terminated as provided herein.
2.6. Contractor may terminate and/or cancel this Contract (or any part thereof) at any
time upon three hundred and sixty-five days (365) days written notice to the
County, if the County defaults in any obligation contained herein and within the
three hundred and sixty-five days (365) notice period the County failed or did not
attempt to cure such default. The effective date of termination and/or cancellation
and the specific alleged default shall be clearly stated in the written notice.
§3. SCOPE OF CONTRACTOR'S SERVICES
3.1. Contractor shall perform all Services identified and described in this Contract and
the Exhibits.
3.2. Contractor and the County, through OCPRC, shall perform all responsibilities as
listed and described in this Contract and Exhibits.
3.3. Equipment and Supplies. Contractor is responsible for providing the equipment and
supplies to deliver the Services required by this Contract, which are not expressly
required to be provided by the County herein.
§4. USE OF COUNTY FACILITIES AND PROPERTY
4.1. Contractor may use and have full access to the Facilities described and depicted in
Exhibit III, provided, however, Contractor shall in no way be involved in the
operation and maintenance of the golf courses at the Facilities. Contractor's use and
access to the golf courses at the Facilities applies only to the sale and service of
alcoholic beverages and the operation of mobile food and beverage carts or stands.
4.2. Contractor may use the County's personal property, which may or may not be
affixed to the Facilities, that is listed in Exhibit IV. All personal property listed in
Exhibit IV (whether it is affixed or not affixed to the Facilities) is deemed to be the
personal property of the County.
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4.3. Contractor shall only use the Facilities and the personal property listed in Exhibit III
and IV for the purpose of providing Services at the Facilities or for preparing food
and beverages to be served elsewhere.
4.4. The County may access the Facilities at any time for the purpose of examining and
inspecting the Facilities and evaluating the Services provided pursuant to this
Contract. If the County determines that the Facilities are not maintained pursuant to
this Contract or Services are not provided pursuant to this Contract, it shall
immediately notify Contractor in writing to correct the unsatisfactory conditions or
Services. Contractor shall take immediate steps to correct such conditions or
Services.
4.5. Contractor shall not place any signs or advertisements on the Facilities without the
prior written consent of the OCPRC Executive Officer or his or her designee.
4.6. Contractor shall keep the Facilities and anything stored thereon in good order and
repair and in a clean, safe, and healthful condition as required by this Contract and
as required by federal, state or local, law, rule, regulation or ordinance.
4.7. Except as otherwise provided in this Contract, Contractor shall not make any
structural alterations, additions, or changes to the Facilities, unless prior written
approval is given by OCPRC Executive Officer or his/her designee.
4.8. At the expiration or termination of this Contract, Contractor shall leave the
Facilities in the same condition that Contractor found them, less ordinary wear and
tear, and clean of all rubbish. Contractor shall remove all of its personal property
within thirty (30) days of expiration or termination of this Contract. If Contractor
does not remove its personal property within the thirty (30) day period, the County
shall dispose of it as it sees fit. Upon receipt of an invoice from the County,
Contractor shall reimburse the County for all costs associated with the removal and
disposal of Contractor's personal property.
4.9. Damage/Destruction of Facilities or County Property.
4.9.1. If any damage or destruction occurs to the Facilities or other County-owned
property, Contractor shall notify the County immediately
4.9.2. Contractor shall be responsible for any damage or destruction to the
Facilities or other County-owned property, which arise out of the acts or
omissions of Contractor or Contractor Employees.
4.9.3. The County shall make the necessary repairs and/or replacements or cause a
third party to make the necessary repairs or replacements to the Facilities or
other County-owned property, provided, however, that Contractor shall
reimburse the County for all costs associated with repairing and/or replacing
the Facilities or other County owned property (which costs arise out of the
acts or omissions of Contractor or Contractor Employees). Contractor shall
pay such costs within fourteen (14) days of receiving an itemized invoice
from the County; unless the County makes a claim for such damage or
destruction under its property insurance and it is covered and paid for by the
County's property insurance, in which case Contractor shall reimburse the
County for any deductible the County must pay in connection with the
damage or destruction.
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4.9.4. In the event, any Facility is partially damaged or destroyed by fire or other
casualty, the damage to such Facility shall be promptly repaired or rebuilt by
the County and this Contract shall continue, except that if any Facility is
damaged or destroyed by fire or other casualty to such a degree that it would
prevent the Contractor from providing the Services as required by this
Contract (in the County's reasonable discretion), then the County may elect
to either repair or rebuild such Facility or to terminate the portion of this
Contract as it relates to the particular Facility damaged or destroyed, by
giving written notice to Contractor within thirty (30) days after the
occurrence of such damage or destruction. Contractor will have thirty (30)
days from the date of the notice to vacate such Facility.
4.9.5. While a Facility is being repaired or rebuilt, the Equipment Fee, the Flat
Fee, and the Food and Beverage Fee owed by Contractor shall be reduced in
proportion to the fraction of the Facility rendered unusable. If any one
Facility is damaged or destroyed to such a degree that it would prevent
Contractor from providing Services as required by this Contract (in the
County's reasonable discretion), then Contractor may elect to remain at the
Facility or to vacate the Facility, without further liability to the County.
4.10. Damage to Contractor Property. Contractor shall be solely liable and responsible
for any property loss or damage resulting from fire, theft or other means to
Contractor's personal property located, kept, or stored on or around the Facilities
during this Contract.
4.11. Liability for Claims. Contractor shall be solely liable and responsible for any
Claims, occurring at or around the Facilities, which arise out of Contractor's or
Contractor's Employees use of the Facilities or performance of Services under this
Contract.
4.12. Contractor acknowledges that it has no title in or to the Facilities or any portion
thereof and will not claim any such title to the Facilities.
4.13. Eminent Domain. If any number of Facilities are entirely taken by any public
authority under the power of eminent domain, then this Contract shall be terminated
on the day the public authority takes possession of such Facility(ies). If less than
the whole, but more than thirty-five percent (35%) of a Facility is taken by any
public authority under the power of eminent domain, then either Party may
terminate this Contract, as it relates to the specific Facility only, upon thirty (30)
days written notice to the other Party. In the event neither Party elects to terminate
this Contract, this Contract shall tettainate on the date the public authority takes
possession of a specific Facility. Neither Party shall have any future liability or
obligation under this Contract, if it is terminated under this Section.
4.14. Alcoholic Beverages.
4.14.1. Alcoholic beverages may be sold, provided and served only by Contractor
and Contractor Employees at the Facilities as part of the Services provided
under this Contract.
4.14.2. The liquor licenses from the State of Michigan for the Facilities shall be
held by the County and Contractor as co-licensees.
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4.14.3. The County shall be responsible for obtaining and maintaining the liquor
licenses for the Facilities, including paying all costs and fees associated with
obtaining and maintaining the liquor licenses and hiring and paying for the
attorneys to assist with licensing from the State of Michigan.
4.14.4. Contractor and Contractor Employees shall be responsible for operating the
Facilities in strict accordance with the Michigan Liquor Control Code, as
amended and all rules and regulations promulgated thereunder ("the Code").
4.14.5. The County and Contractor expressly acknowledge and confirm their joint
responsibilities pursuant to the provisions of the Code for any and all
violations under the Code at the Facilities, which may arise through acts or
omissions of the County or Contractor or Contractor Employees.
4.14.6. Except as stated herein, Contractor or Contractor Employees shall have no
right or interest in the liquor licenses for the Facilities.
4.14.7. Upon termination and/or cancellation of this Contract, or termination and/or
cancellation of a portion of this Contract effecting a liquor license, all rights
of the Contractor as co-licensee for the Facilities or a Facility shall terminate
automatically, subject only to the approval of the Michigan Liquor Control
Commission. Contractor and Contractor Employees agree to cooperate in
all matters necessary to cause a transfer of its interest to the County,
including the execution of all documents and forms required by the
Michigan Liquor Control Commission.
4.14.8. Only Contractor and Contractor Employees may serve alcoholic beverages
at the Facilities. All persons serving alcoholic beverages must be trained
and certified as required by the Code.
§5. PAYMENT OBLIGATIONS
5.1. Equipment Fee. For the use of County-owned equipment, Contractor shall pay the
County an annual twenty-thousand dollar ($20,000.00) fee that shall be paid as set
forth in this Section (hereinafter "Equipment Fee"); except that for the first Fiscal
Year (January 1, 2016 to September 30, 2016), the Equipment Fee shall be fifteen
thousand dollars ($15,000.00).
5.2. Flat Fee. For the use of the Facilities, Contractor shall pay the County an annual
one hundred and fifteen thousand dollar ($115,000.00) fee that shall be paid as set
forth in this Section (hereinafter "Flat Fee"); except for the first Fiscal Year
(January 1, 2016 to September 30, 2016), the Flat Fee shall be eighty-six thousand
two hundred and fifty dollars ($86,250.00).
5.3. Food and Beverage Fee. Contractor shall pay the County the following percentages
of the Gross Receipts/Revenue per each Facility per Fiscal Year as a "Food and
Beverage Fee":
5.3.1. 5% for Gross Receipts from $1,500,000.01 to $1,750,000.00;
5.3.2. 6% for Gross Receipts from $1,750,000.01 to $2,000,000.00; and
5.3.3. 7% for Gross Receipts over $2,000,000.00.
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5.3.4. Except for the first Fiscal Year (January 1, 2016 to September 30, 2016), the
Food and Beverage Fee shall be calculated from January 1, 2016 to
September 30, 2016.
5.4. Due Date. The Equipment Fee, Flat Fee and Food and Beverage Fee are due and
payable on October 20 each year for the previous Fiscal Year's Equipment Fee, Flat
Fee, and Food and Beverage Fee.
5.5. Annual Increases. On October 1 of each year, beginning on October 1, 2017, the
Equipment Fee and Flat Fee shall be increased by three percent (3%) of the
previous years' fees.
5.6. Utilities. The utilities, which Contractor is required to pay under in this Contract,
shall be invoiced to Contractor on a quarterly basis. Contactor shall pay the utility
invoice within thirty (30) days of receipt of the invoice.
5.7. All costs and fees due to the County herein shall be payable to the "County of
Oakland" and sent to: Oakland County Parks and Recreation, Attention: Executive
Officer, 2800 Watkins Lake Road, Waterford MI 48328.
5.8. Late Charge. If the County does not receive the fees, utilities, or any other sum
owed by Contractor under this Contract within five (5) days of its due date,
Contractor shall pay the County a late charge equal to ten percent (10%) of any
such overdue amount. Such late charge represents a fair and reasonable estimate of
the costs the County will incur by reason of late payment by the County.
Acceptance of such late charge by the County shall in no event constitute a waiver
of Contractor's default with respect to such overdue amount, nor prevent the County
from exercising any of its other rights and remedies.
5.9. Under no circumstances shall the County be responsible for any cost, fee, fine,
penalty, or direct, indirect, special, incidental or consequential damages incurred or
suffered by Contractor in connection with or resulting from the Contractor's
providing any Services under this Contract.
5.10. Off-Set. The County has the right to offset any amounts due and owing to the
Contractor should the County incur any cost associated with this Contract that is the
obligation of Contractor under this Contract.
5.11. In-Kind Services. This Contract does not authorize any in-kind services by either
Party, unless expressly provided herein.
§6. CONTRACTOR'S ASSURANCES AND WARRANTIES
6.1. Contractor certifies that all statements, assurances, records, and materials submitted
to County in connection with securing this Contract have been truthful, complete
and accurate in all respects. Any material false statement, representation or
omission made in connection with Contractor seeking or obtaining this Contract
may be grounds for canceling or terminating this Contract and/or debarring the
Contractor from future County contracts. The County's right to cancel this Contract
as provided herein shall be in addition to any other rights the County has to
terminate or cancel this Contract.
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6.2. Service Warranty. Contractor warrants that all Services performed hereunder will
be performed in a manner that complies with all applicable laws, statutes,
regulations, ordinances, and professional standards.
6.3. Taxes. The Contractor shall pay, its own local, state and federal taxes, including
without limitation, taxes by reason of this Contract, social security taxes, and
unemployment compensation taxes. The County shall not be liable to or required to
reimburse the Contractor for any federal, state and local taxes or fees of any kind.
6.4. Contractor's Incidental Expenses. Except as otherwise expressly provided in this
Contract, the Contractor shall be solely responsible and liable for all costs and
expenses incident to the performance of all Services for the County including, but
not limited to, any professional dues, association fees, license fees (excluding any
liquor license acquisition or maintenance fees), fines, taxes, and penalties.
6.5. E-Verify.
6.5.1. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes,
July 30, 2009, pp. 37-38), unless otherwise exempted, beginning January 1,
2016 and throughout the term of this Contract, Contractor must certify it has
registered with, will participate in, and will continue to utilize, once
registered, the E-Verify Program (or any successor program implemented by
the federal government or its departments or agencies) to verify the worlc
authorization status of all newly hired employees employed by the
Contractor. Breach of this term or conditions is considered a material
breach of this Contract.
6.5.2. Contractor certifies it has registered with, has and will participate in, and
does and will continue to utilize once registered and throughout the term of
this Contract and any permissible extension hereof, the E-Verify Program
(or any successor program implemented by the federal government or its
departments or agencies) to verify the work authorization status of all newly
hired employees employed by the Contractor.
6.6. Contractor Employees.
6.6.1. Contractor shall employ and assign qualified Contractor Employees as
necessary and appropriate to provide the Services under this Contract.
Contractor shall ensure all Contractor Employees have all the necessary
knowledge, skill, and qualifications necessary to perform the required
Services and possess any necessary licenses, permits, certificates, and
governmental authorizations as may be required by law.
6.6.2. Contractor shall solely control, direct, and supervise all Contractor
Employees with respect to all Contractor obligations under this Contract.
Contractor will be solely responsible for and fully liable for the conduct and
supervision of any Contractor Employee.
6.6.3. All Contractor Employees assigned to work under this Contract may, at the
County's discretion, be subject to a security check and clearance by the
County.
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6.6.4. All newly hired Contractor Employees, unless otherwise excluded under
Misc. Resolution No. 09116, must undergo employment eligibility
verification through the E-Verify system. Failure to verify newly hired
employees is a material breach of this Contract.
6.7. Contractor Employee-Related Expenses. All Contractor Employees shall be
employed at the Contractor's sole expense (including employment-related taxes and
insurance). The Contractor warrants that all Contractor Employees shall fully
comply with and adhere to all of the terms of this Contract. Contractor shall be
solely and completely liable for any and all applicable Contractor Employee's
federal, state, or local payment withholdings or contributions and/or any and all
Contractor Employee related pension or welfare benefits plan contribution under
federal or state law. Contractor shall indemnify and hold the County harmless for
all Claims against the County by any Contractor Employee, arising out of any
contract for hire or employer-employee relationship between the Contractor and any
Contractor Employee, including, but not limited to, Worker's Compensation,
disability pay or other insurance of any kind.
6.8. Full Knowledge of Service Expectations and Attendant Circumstances. Contractor
warrants that before submitting its Proposal and/or entering into this Contract, it had
a full opportunity to review the proposed Services and all County requirements
under this Contract. The Contractor is responsible for being adequately and
properly prepared to execute this Contract. Contractor has satisfied itself in all
material respects that it will be able to perform all obligations under the Contract as
specified herein.
6.9. The Contractor's Relationship To The County Is That Of An Independent
Contractor. Nothing in this Contract is intended to establish an employer-employee
relationship between the County and either the Contractor or any Contractor
Employee. All Contractor Employees assigned to provide Services under this
Contract by the Contractor shall, in all cases, be deemed employees of the
Contractor and not employees, agents or sub-contractors of the County.
§7. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
7.1. Indemnification.
7.1.1. Contractor shall indemnify and hold the County harmless from any and
all Claims which are incurred by or asserted against the County by any
person or entity, alleged to have been caused or found to arise, from the
acts, performances, errors, or omissions of Contractor or Contractor's
Employees, including, without limitation, all Claims relating to injury or
death of any person or damage to any property.
7.1.2. The indemnification rights contained in this Contract are in excess and
over and above any valid and collectible insurance rights/policies.
During the term of this Contract, if the validity or colleetability of the
Contractor's insurance is disputed by the insurance company, the
Contractor shall indemnify the County for all claims asserted against the
County and if the insurance company prevails, the Contractor shall
indemnify the County for uncollectable accounts.
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7.1.3. Contractor shall have no rights against the County for any
indemnification (e.g., contractual, equitable, or by implication),
contribution, subrogation, and/or any other right to be reimbursed by the
County except as expressly provided herein.
7.1.4. Contractor waives and releases all actions, liabilities, loss and damage
including any subrogated rights it may have against the County based
upon any Claim brought against the County suffered by a Contractor
Employee.
7.2. Contractor Provided Insurance. At all times during this Contract, Contractor shall
obtain and maintain insurance according to the specifications indicated in Exhibit I.
§8. GENERAL TERMS AND CONDITIONS
8.1. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the
exercise of any other remedies, all of which shall be cumulative. A Party shall have
the right, in its sole discretion, to determine which remedies are to be exercised and
in which order.
8.2. Survival of Terms and Conditions. The terms and conditions contained in the
following Sections shall survive and continue in full force beyond the termination
and/or cancellation of this Contract (or any part thereof) until the terms and
conditions are fully satisfied or expire by their very nature:
"PAYMENT OBLIGATIONS";
"CONTRACTOR'S ASSURANCES AND WARRANTIES";
"CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION";
"Damage/Destruction of Facilities or County Property";
"Audit";
"Severability";
"Governing Law/Consent To Jurisdiction And Venue"; and
"Survival of Terms And Conditions".
8.3. County Right to Suspend Services. Upon written notice, the County may suspend
performance of this Contract if Contractor has failed to comply with Federal, State,
or Local laws, or any requirements contained in this Contract. The right to suspend
services is in addition to the County's right to terminate and/or cancel this Contract.
The County shall incur no penalty, expense, or liability to Contractor if the County
suspends services under this Section.
8.4. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this
Contract does not and is not intended to create any obligation, duty, promise,
contractual right or benefit, right to be indemnified, right to be subrogated to the
Parties' rights in this Contract, and/or any other right, in favor of any other person
or entity.
8.5. Compliance with Laws. Contractor shall comply with all federal, state, and local
laws, statutes, ordinances, regulations, rules, insurance policy requirements, and
requirements applicable to its activities under this Contract, including but not
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limited to the Michigan Liquor Control Code, as amended, and all regulations and
rules promulgated thereunder.
8.6. Permits and Licenses. Except for liquor licenses from the Michigan Liquor Control
Commission, Contractor shall be responsible for obtaining, maintaining, and paying
for all licenses, peimits, certificates, and governmental authorizations necessary to
perform its obligations under this Contract and to conduct business under this
Contract. Upon request by the County, Contractor shall furnish copies of any
permit, license, certificate or governmental authorizations necessary to provide
services under this Contract, except that, upon receipt, Contractor shall provide
copies of all Health Inspection Reports and any subsequent enforcement actions by
the County Health Department to the OCPRC Executive Officer.
8.7. Discrimination. Contractor shall not discriminate against any employee or
applicant for employment because of sex, race, religion, color, national origin, or
handicap in violation of State and Federal law.
8.7.1. Contractor shall promptly notify the County of any complaint or charge
filed and/or determination by any Court or administrative agency of
illegal discrimination by Contractor.
8.7.2. The County, in its discretion, may consider any illegal discrimination
described above as a breach of this Contract and may terminate or
cancel this Contract immediately with notice.
8.8. Reservation of Rights. This Contract 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 County.
8.9. Force Majeure. Notwithstanding any other term or provision of this Contract,
neither Party shall be liable to the other for any failure of performance hereunder if
such failure is due to any cause beyond the reasonable control of that Party and that
Party cannot reasonably accommodate or mitigate the effects of any such cause.
Such cause shall include, without limitation, acts of God, fire, explosion, vandalism,
any law, order, regulation, direction, action, or request of the United States
government or of any other government, national emergencies, insurrections, riots,
wars, strikes, lockouts, work stoppages, or other labor difficulties. Reasonable
notice shall be given to the affected Party of any such event. The Contractor is
expected, through insurance or alternative temporary or emergency service
arrangements, to continue its obligations under this Contract in the event of a
reasonably anticipated, insurable business risk such as loss of gas and electricity
service, business interruption and/or any insurable casualty or loss.
8.10. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended
(MCL 15.321, et seq.), no contracts shall be entered into between the County,
including all agencies and departments thereof, and any County Agent. To avoid
any real or perceived conflict of interest, Contractor shall identify any Contractor
Employee or relative of Contractor's Employees who are presently employed by the
County. Contractor shall give the County notice if there are any County Agents or
relatives of County Agents who are presently employed by Contractor.
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8.11. Project Managers. Each Party shall designate an employee or agent to act as a
Project Manager. The Project Managers shall serve as a contact point for all
matters related to the services to be performed under this Contract. The
Contractor's Project Manager shall coordinate with the County's Project Manager,
the Contractor shall provide the name and qualifications of its Project Manager and
an alternate.
8.12. Contract Administrator. Each Party shall designate an employee or agent to act as
Contract Administrator. The County's Contract Administrator shall be responsible
for such activities as monitoring deliverables and funding addressing the quality of
services provided by the Contractor, reviewing invoices and submitting requests to
the County's procurement authority for any contract modification.
8.13. Dispute Resolution. All disputes arising under or relating to the execution,
interpretation, performance, or nonperformance of this Contract involving or
affecting the Parties may first be submitted to the respective Project Managers and
Contract Administrators for possible resolution. The Project Managers and
Contract Administrators may promptly meet and confer in an effort to resolve such
dispute. If the Project Managers cannot resolve the dispute in five (5) business
days, the dispute may be submitted to the signatories of this Contract or their
successors in office. The signatories of this Contract may meet promptly and
confer in an effort to resolve such dispute. Before litigation is commenced by either
Party regarding Claims arising under this Contract, the Parties shall use their best
efforts to mediate such Claims. All costs for mediation shall be borne equally by
the Parties. The Parties shall mutually agree to the mediator.
8.14. Access and Records. The Contractor shall keep full and accurate books of
accounts, cash receipts, and other pertinent data customarily used in Contractor's
type of operation, showing Contractor's activities under this Contract. The
Contractor shall only utilize those recording keeping devices, including without
limitation, cash registers, tapes, books, ledgers, journals, sale slips, guest checks,
invoices, and cash register maintenance logs which are acceptable to the County
and by which every sale or other transaction related to catering services are
recorded. Contractor will maintain accurate books and records in connection with
the services provided under this Contract for thirty-six (36) months after end of this
Contract, and provide the County with reasonable access to such book and records.
8.15. Audit.
8.15.1. Contractor shall allow the County or an independent auditor hired by the
County, to perform contract compliance audits with the authority to
access all pertinent records reasonably required to verify Gross
Revenue/ Receipts and interview any Contractor Employee throughout
the term of this Contract, and for a period of three years after final
payment.
8.15.2. Contractor shall explain any audit finding, questionable costs, or other
Contract compliance deficiencies to the County within thirty (30)
business days of receiving the draft audit report. Contractor's written
response shall include all necessary documents and information that
refute the draft audit report, and an action plan to resolve the audit
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findings. A copy of the Contractor's response will be included in the
final report. Failure by the Contractor to respond in writing within 30
business days shall be deemed acceptance of the draft audit report, and
will be noted in the final report.
8.16. Delegation /Subcontract/Assignment/Sublease. Contractor shall not delegate,
assign, sublease or subcontract any obligations or rights under this Contract without
the prior written consent of the County.
8.16.1. The rights and obligations under this Contract shall not be diminished in
any manner by assignment, delegation, sublease or subcontract.
8.16.2. Any assignment, delegation, sublease or subcontract by Contractor and
approved by the County, must include a requirement that the assignee,
delegee, or subcontractor will comply with the rights and obligations
contained in this Contract.
8.16.3. Contractor shall remain primarily liable for all work performed by any
subcontractors. Contractor shall remain liable to the County for any
obligations under the Contract not completely performed or improperly
performed by any Contractor delegee or subcontractor.
8.16.4. Should a Subcontractor fail to provide the established level of service as
required by this Contract, Contractor shall contract with another agency
for these services in a timely manner. Any additional costs associated
with securing a competent subcontractor shall be the sole responsibility
of Contractor.
8.17. No provision in this Contract limits, or is intended to limit, in any way Contractor's
right to offer and provide its services to the general public, other business entities,
municipalities, or governmental agencies during or after the term of this Contract.
Except as provided in this Contract, this Contract shall not be construed to
guarantee Contractor or any Contractor Employee any fixed or certain number of
hours, Services, or Events at the Facilities.
8.18. No Implied Waiver. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any right or remedy under this Contract shall constitute a waiver
of those rights with regard to any existing or subsequent breach of this Contract.
No waiver of any term, condition, or provision of this Contract, 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 Contract. No waiver by either
Party shall subsequently affect its right to require strict performance of this
Contract.
8.19. Severability. If a court of competent jurisdiction finds a term, condition, or
provision of this Contract to be illegal or invalid, then the term, condition, or
provision shall be deemed severed from this Contract. All other terms, conditions,
and provisions of this Contract shall remain in full force and effect.
Notwithstanding the above, if Contractor's promise to indemnify or hold the
County harmless is found illegal or invalid, Contractor shall contribute the
maximum it is permitted to pay by law toward the payment and satisfaction of any
Claims against the County.
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8.20. Captions. The section and subsection numbers, captions, and any index to such
sections and subsections contained in this Contract are intended for the convenience
of the reader and are not intended to have any substantive meaning and shall not be
interpreted to limit or modify any substantive provisions of this Contract. 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 Contract shall be deemed
the appropriate plurality, gender or possession as the context requires.
8.21. Notices. Notices given under this Contract shall be in writing and shall either 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 when one of the following 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.
8.21.1. If notice is sent to the Contractor, it shall be addressed to the address
stated on the first page of this Contract.
8.21.2. If notice is sent to the County, it shall be addressed to the Contract
Administrator stated on the signature page of this Contract.
8.21.3. Either Party may change the address or individual to which notice is
sent by notifying the other party in writing of the change.
8.22. Contract Modifications or Amendments. Any modifications, amendments,
recisions, waivers, or releases to this Contract must be in writing, agreed to by both
Parties, and added as a change order or amendment to this Contract. Unless
otherwise agreed, the modification, amendment, recision, waiver, or release shall be
signed by an expressly authorized Contractor Employee and by the same person
who signed the Contract for the County or other County Agent as authorized by the
Oakland County Board of Commissioners.
8.23. Precedence of Documents. In the event of a conflict between the terms and
conditions in any of the documents comprising this Contract, the conflict shall be
resolved as follows:
8.23.1. The terms and conditions contained in this main Contract document
shall prevail and take precedence over any allegedly conflicting
provisions in all other Exhibits or documents.
8.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract 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 Contract shall be brought in the
Sixth 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. The choice of forum set forth above shall not be deemed to preclude
the enforcement of any judgment obtained in such forum or taking action under this
Contract to enforce such judgment in any appropriate jurisdiction.
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8.25. Entire Contract. This Contract represents the entire agreement and understanding
between the Parties. This Contract supersedes all other prior oral or written
understandings, communications, agreements or Contracts between the Parties. The
language of this Contract shall be construed as a whole according to its fair
meaning, and not construed strictly for or against any Party.
8.26. County Intellectual Property. Contractor shall have no copyright, patent, trademark
or trade secret rights in County Intellectual Property.
8.27. Contractor Use of County Servicemark.
8.27.1. The County grants Contractor the non-exclusive right to use its servicemark,
as it is depicted and listed in Exhibit V, on Contractor's uniforms or on
publications (in any format) related to or associated with performance of this
Contract. Permission to use the servicemark extends to use on the
Contractor's website.
8.27.2. Contractor shall only use the servicemark in Exhibit V for the purposes
described in this Contract and not for any other purpose.
8.27.3. Contractor acknowledges that the County has certain rights in the
servicemark depicted in Exhibit V and that Contractor has no right, title or
interest in the servicemark.
8.27.4. The servicemark covered under this Section shall be provided at no cost to
Contractor.
8.27.5. Contractor's permission to use the servicemark in Exhibit V shall cease
when the entire Contract is terminated and/or cancelled. Immediately upon
termination and/or cancellation of this Contract, Contractor shall not display
or depict the servicemark on its website or display, distribute or create any
publication (in any format) or display, distribute or create other items that
contain the servicemark.
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The undersigned executes this Contract on behalf of Contractor and the County, and by doing so
legally obligates and binds Contractor and the County to the terms and conditions of this Contract.
FOR THE CONTRACTOR:
BY: DATE:
appeared in person before me this day and executed this
Contract on behalf of Contractor and acknowledged to me under oath that
has taken all actions and secured any and all necessary
approvals and authorizations and has the requisite authority from Contractor to fully and
completely obligate and bind Contractor to the terms and conditions of this.
Subscribed and sworn to before me on this day of ,20 .
Notary Public, State of
County
My Commission Expires:
Acting in the County of
FOR THE COUNTY:
BY:
DATE:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
BY: DATE:
Scott Guzzy, Purchasing Administrator
APPROVED AS TO SCOPE OF CONTRACTOR SERVICES:
BY:
Phil Castonia, CPRP
Business Development Representative
Oakland County Parks and Recreation
2800 Watkins Lake Road
Waterford, MI 48328
DATE:
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EXHIBIT I
CONTRACTOR INSURANCE REQUIREMENTS
The Contractor shall provide and maintain, at its expense, all insurance as set forth below,
protecting the County against any Claims, as defined in this Contract. The insurance shall be
written for not less than any minimum coverage herein specified.
1. Commercial General Liability Occurrence Form including: a) Premises and Operations;
b) Products and Completed Operations (including On and Off Premises Coverage); c)
Personal and Advertising Injury d) Broad Form Property Damage e) Independent
Contractors; 1) Broad Form Contractual including coverage for obligations assumed in this
Contract;
$1,000,000— Each Occurrence Limit
$1,000,000— Personal & Advertising Injury
$1,000,000 Products & Completed Operations Aggregate Limit
$2,000,000 — General Aggregate Limit
$ 500,000 — Fire Damage Limit (Any One Fire)
1 Workers' Compensation insurance with limits statutorily required by any applicable
Federal or State Law and Employers Liability insurance with limits of no less than
$500,000 each accident, $500,000 disease each employee, and $500,000 disease policy
limit.
3. Commercial Automobile Liability insurance covering bodily injury or property damage
arising out of the use of any owned, hired, or non-owned automobile with a combined
single limit of $1,000,000 each accident.
4. Commercial Umbrella/Excess Liability insurance with a minimum limit of $2,000,000
each occurrence. Umbrella or Excess Liability coverage shall be no less than following
form of primary coverages or broader.
5. Liquor Liability insurance with a limit of $1,000,000 each occurrence.
6. Commercial Property insurance. The Contractor shall be responsible for obtaining and
maintaining insurance covering their equipment and personal property against all physical
damage.
7. General Insurance Conditions: The aforementioned insurance shall be endorsed, as
applicable, and shall contain the following terms, conditions, and/or endorsements. All
certificates of insurance shall provide evidence of compliance with all required terms,
conditions and/or endorsements.
a. All policies of insurance shall be on a primary, non-contributory basis with any
other insurance or self-insurance carried by the County;
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b, The insurance company(s) issuing the policy(s) shall have no recourse against the
County for subrogation, premiums, deductibles, or assessments under any form;
c. Any and all deductibles or self-insured retentions shall be assumed by and be at the
sole risk of the Contractor;
d. All policies, with the exception of Workers' Compensation, shall be endorsed to
name the County as additional insured;
e. All policies shall be endorsed to provide a written waiver of subrogation in favor of
County;
f. The Contractor shall require their contractors, or sub-contractors not protected
under the Contractors insurance policies, to procure and maintain insurance with
coverages, limits, provisions, and/or clauses equal to those required in this Contract;
g. Certificates of insurance must be provided no less than ten (10) working days prior
to commencement of Contract and must bear evidence of all required terms,
conditions and endorsements; and
h. All insurance carriers must be licensed and approved to do business in the State of
Michigan and shall have and maintain a minimum A.M. Best's rating of A.
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EXHIBIT II
SCOPE OF CONTRACTOR'S SERVICES & PARTIES RESPONSIBILITIES
Provision of Services.
Exclusive Operation of Facilities. Contractor shall provide and shall have the
exclusive right to provide Services at and for the operation of the Facilities
(Conference Centers and Grill Rooms).
1.2. Quality of Service. The Services provided by Contractor under this Contract shall be
of the highest quality and must be efficient and adequate to meet all reasonable
demands of persons having Events at the Facilities or persons using the Facilities.
1.3. Equipment and Supplies. Contractor is responsible for providing the equipment and
supplies to deliver the Services required by this Contract, which are not expressly
required to be provided by the County herein.
1.4. Reservations. Contractor shall be responsible for making reservations and booking
Events to be held at the Facilities.
1.5. Outdoor Events. As part of providing Services, Contractor must be able to
accommodate and provide for Events outside the Facilities that are located on County
Property, e.g., outdoor weddings and parties on patios. Contractor shall be
responsible for all set-up and prompt clean-up of outside Events, including but not
limited to, chairs, tables, decorations, and sound system/equipment.
1.6. Mobile Food and Beverage Cart/Stands. As part of providing Services, Contractor
shall operate mobile food and beverage (alcoholic and non-alcoholic) carts or stands
at Golf Courses located at the Facilities. The Parties shall create operational
procedures for the carts or stands, which shall include pricing, products, times of
operation, and rules for the operation, maintenance and storage of the carts or stands
and costs associated therewith. OCPRC shall provide and maintain in good operating
condition the carts and stands to be used by Contractor or Contractor Employees.
1.7. Service Report. The Contractor shall prepare a monthly report regarding Services at
the Facilities. The report shall contain a computation of each month's Food and
Beverage Fee, broken into separate categories for food and beverages, by Facility, by
Event, and other details as may be requested by OCPRC. If there were no Services
for a month, a monthly report still shall be generated and submitted stating this fact.
The report shall be sent to the OCPRC Executive Officer by the 20th day of each
calendar for the previous month's activity.
1.8. Historic or Cultural Events at Facilities by OCPRC.
1.8.1. OCPRC may hold up to twelve historic or cultural events at each Facility per
calendar year.
1.8.2. OCPRC shall be responsible for planning the events and for all costs associated
with the events. Contractor acknowledges that OCPRC may use another vendor
to provide food or beverages (alcoholic or non-alcoholic) for the historic or
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cultural events. If Contractor is not providing food and beverages for a historic
or cultural event, OCPRC shall clearly indicate this fact in all materials
(electronic or written) marketing or advertising the historic or cultural event.
1.8.3. The Parties shall work together to schedule the historic or cultural events at the
Facilities to avoid date conflicts with Events at the Facilities. The calendar for
the historic or cultural events shall be provided to Contractor by November 1
each year for the following year's historic or cultural events.
2. Marketing and Sale of Food and Beverages.
2.1. Contractor shall use its best effort and take all necessary steps to further the sale of
Services and food and beverages (alcoholic and non-alcoholic) at the Facilities,
including but not limited to marketing, taking credit cards to pay for food and
beverages, and when applicable, using mobile stands and carts to sell food and
beverages (alcoholic and non-alcoholic).
2.2. Contractor shall prepare an annual marketing plan for the Facilities. The marketing
plan shall be delivered to the OCPRC Executive Officer or his/her designee by
October 31 for the following calendar year. The first marketing plan shall be due on
or before October 31, 2015. The OCPRC Executive Officer or his/her designee shall
review the marketing plan and provide comments back to Contractor about the plan.
Contractor shall have at least a twenty thousand dollar ($20,000.00) annual budget to
implement the marketing plan for the Facilities.
2.3. The Oakland County Parks logo must be included in all promotional literature.
2.4. The County may use the Facilities for cross marketing of County Parks, including but
not limited to brochures, flyers, marketing displays, and other information.
3. Menus and Food Prices. Menus and food prices shall be reviewed by Contractor and OCPRC
annually and shall be mutually agreed upon. The prices must be similar to current community
market pricing and, upon request; Contractor must provide document research support.
4. Hours of Operation.
4.1. Conference Centers. Contractor shall be available to provide Services at the
Conference Centers three hundred and sixty-two (362) days a year. The three (3) days
the Facilities may be closed by Contractor are Thanksgiving Day, December 25, and
January 1.
4.2. Grill Rooms. Contractor shall provide Services at the Grill Rooms and keep the Grill
Rooms open for the Service to the public when the respective Golf Courses, located
by the Grill Rooms, are open for business. Set-up and clean-up for Services at the
Grill Rooms shall occur before and after the respective Golf Courses' hours of
operation. Contractor shall get the permission from the OCPRC Executive Officer or
his/her designee to change Grill Room hours of operation. Contractor may also be
asked to open and provide Services at the Grill Rooms for special events outside
normal Golf Course hours of operations. Unless otherwise approved in writing by the
OCPRC Executive Officer or his/her designee, at no time while the Golf Courses are
open to the public shall Services in the Grill Rooms be interrupted by a private party
or closed to the public. If the OCPRC Executive Officer approves the closure of a
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Grill Room for a private party, Contractor shall still provide some form of Services
for the Grill Room, but in an alternative location at the Facility.
5. Management and Staffing.
5.1. Contractor shall hire a manager or combination of management staff, with experience
providing Services, to manage and conduct day-to-day operations at each Facility. A
manager or assistant manager shall be present at all times when the Facilities are open
for business.
5.2. Contractor shall provide an adequate number of employees and staff to efficiently and
effectively perform the Services and responsibilities required under this Contract,
including serving food and beverages to customers at the Facilities.
6. Uniforms & Training. At Contractor's sole expense, all Contractor Employees shall be issued
uniforms with Contractor's logo, shall maintain appropriate appearance and shall be properly
trained for all customer service issues and delivery of Services, including the service of
alcoholic beverages.
7. Brand Advertising. Contractor shall not use or permit product brand identification without the
express prior written approval of OCPRC.
8. Utilities and Services for the Facilities.
8.1. Contractor Furnished Services. Contractor shall furnish and pay for the following
services to all the Facilities (including the Grill Rooms, but excluding the Golf
Courses and Pro-Shops):
8.1.1. Garbage collection service;
8.1.2. Telephone;
8.1.3. Cable/Satellite; and
8.1.4. Internet Service.
8.1.5. Bills for the above-listed services shall be placed in Contractor's name.
Contractor shall be solely responsible for and promptly pay for all services,
when due.
8.2. OCPRC Furnished Services. OCPRC shall furnish and pay for the following services
to all the Facilities for OCPRC use:
8.2.1. Garbage collection service
8.2.2. Telephone
8.2.3. Cable/Satellite
8.2.4. Internet Service
8.3. Utilities. The County shall furnish the following utilities to all the Facilities:
8.3.1. Electricity;
8.12. Gas/Heat; and
8.3.3. Water/Wells/Water Filtration System
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8.3.4. Sewer/Septic.
8.3.5. Bills for the above-listed utilities shall be placed in the County's name and the
bills for the utilities shall be paid by OCPRC; provided that, Contractor shall
reimburse OCPRC for all costs associated with the provision of gas, heat,
electricity at all Facilities and municipal water and municipal sewer at the Glen
Oaks Conference Center (including the Grill Rooms and Pro-Shops, but
excluding the Golf Courses) in the manner set forth in Section 5 of the Contract.
OCPRC shall be responsible for the costs of operation, maintenance, repair, and
replacement of any septic systems, wells, or water filtration systems located at
the Facilities.
8.4. Generator—Glen Oaks Conference Center. Contractor acknowledges that there is no
generator at Glen Oaks Conference Center and Grill Room and that OCPRC will not
provide a generator at that location.
8.5. Generator—Addison Oaks Conference Center. Addison Oaks Conference Center has
a County-owned diesel generator, which Contractor may use. OCPRC shall be
responsible for the maintenance and repair of the generator. OCPRC shall provide
and pay for the diesel fuel to operate the generator, but Contractor shall reimburse
OCPRC for the costs of the diesel fuel. The costs for the diesel fuel shall be included
with the quarterly billings for the utilities (as set forth in Section 5 of the Contract). If
the generator becomes obsolete or repair is not possible, then OCPRC is not
responsible to replace the generator, but may do so in its sole discretion.
8.6. Interruption of Water Supply. If the water supply is interrupted at Glen Oaks
Conference Center and Grill Room, then Contractor shall be responsible for providing
and paying for water needed to provide Services during the interruption. If the water
supply is interrupted at Addison Oaks Conference Center or is not potable, then
OCPRC shall be responsible for providing and paying for the supply of potable water
and clean ice needed to provide Services during the interruption.
9. Business Interruption Plan. Notwithstanding Section 8.9 of the Contract, Contractor shall
create a business interruption plan to ensure the continuity of Services at the Facilities during a
reasonably anticipated event, such as power outages.
10. Contract Performance Evaluation. Annually or more frequently as dictated by OCPRC,
OCPRC shall perform an evaluation of the Services provided by Contractor under this Contract
and Contractor's performance of its obligations contained herein. The Parties shall meet and
discuss the conclusions of such evaluations and the steps that can be taken to implement the
conclusions, if required.
11. Contractor Duties and Maintenance Responsibilities. Contractor shall perform the following
duties and maintenance responsibilities:
11.1. Point-of-Sale System. Contractor shall provide and maintain a point-of-sale system
for the purchase of Services at the Facilities. OCPRC will provide the software and
software maintenance for the point-of-sale system; however, this obligation is
contingent upon OCPRC receiving approval of the software vendor for Contractor's
use of the software. If OCPRC does not receive approval from the software vendor,
Page 24 of 36
DRAFT 12-27-13
then Contractor shall be responsible for providing the software for the point-of-sale
system.
11.2. Floor/Carpet Cleaning., Contractor shall clean all carpets and all floors of the
Facilities and provide all cleaning supplies and equipment for such cleaning on a daily
basis or more frequently as needed. The carpets and floors shall be professionally
cleaned at least once a year or more frequently as needed. Upon OCPRC request,
Contractor shall provide documentation evidencing the professional cleaning.
11.3. Interior Custodial Services. Contractor shall clean the interior of all Facilities,
including the windows, screens and fire places, and provide all cleaning supplies and
equipment for such cleaning on a daily basis or more frequently as needed or
required; provided that OCPRC shall clean the grease traps and exhaust hoods and
dispose of the grease.
11.4. Pest Control. Contractor shall provide and pay for pest control for the interior of the
Facilities including the kitchens located therein.
11.5. Sound System. Except for the golf courses located at the Facilities, Contractor shall
provide, pay for, (unless already provided), maintain and replace a public address
and/or sound system, including equipment, for the Facilities.
11.6. Outside Area Cleaning. On a daily basis or more frequently as needed, Contractor
shall clean and keep free of garbage the area outside the Facilities that is designated
by OCPRC for eating and drinking, including but not limited to cleaning the furniture
located in such areas, rinsing the grounds in such areas, and picking up and disposing
of the garbage in such areas. The cleaning shall be completed pursuant to OCPRC
standards, which shall be provided to Contractor upon execution of this Contract and
annually thereafter.
11.7. Restroom Cleaning. Contractor shall clean all reStrooms at the Facilities on a daily
basis or more frequently as needed and supply all equipment and products for such
cleaning. Cleaning shall include but not limited to mopping and sanitizing of floors,
scrubbing of urinals and toilets, disinfecting the counters, sinks, dispensers, doors, and
door handles, incorporation of automatic air fresheners, and hourly checks for
cleanliness and neatness documented. The cleaning shall be completed pursuant to
OCPRC standards, which shall be provided to Contractor upon execution of this
Contract and annually thereafter. Contractor shall provide all toilet paper, facial
tissue, hand towels, and hand soap for all restrooms at the Facilities.
11.8. Disposal. Contractor and Contractor Employees shall be responsible for transferring
and placing all garbage in the appropriate receptacle and keeping the area immediately
around such receptacles neat and clean.
11.9. Alarm System. Contractor shall provide own alarm system and security cameras, if
desired. Contractor shall in no way change or tamper with either the door lock
mechanisms or alarm systems provided by OCPRC.
11.10. Securing Facilities. Contractor is responsible for securing the Facilities every day,
including but not limited to locking doors, securing gates, and setting alarms after
Events.
Page 25 of 36
DRAFT 12-27-13
12. OCPRC Duties and Maintenance Responsibilities.
12.1. Facility Upgrades. Except as otherwise provided in this Contract, OCPRC shall be
responsible for and pay for all physical and structural upgrades to the Facilities,
including, but not limited to, replacement of bathroom fixtures, replacement of
windows and screens, and building designs that might be required for such upgrades.
12.2. Facility Maintenance/Repair. Except as otherwise provided herein, OCRPC shall be
responsible for maintenance, repair, replacement, and inspections for the Facilities
including but not limited to, repair or replacement of windows and screens, repair or
replacement of HVAC system, repair or replacement of roof, repair of electrical
system, repair or replacement of plumbing system and repair or replacement of the
restrooms fixtures, repair or replacement of fire places, and repair or replacement of
elevators.
12.3. Equipment Maintenance/Repair/Replacement. OCPRC shall be responsible for the
maintenance, inspections, repair, and replacement of the equipment affixed to the
Facilities, including kitchen equipment affixed to the Facilities, exhaust hoods, and
grease traps.
12.4. Fire Suppression. OCPRC shall be responsible for providing, repairing, and
maintaining fire extinguishers, fire suppression systems, and/or ansul fire suppression
for the Facilities as it deems necessary and as required by law.
12.5. Odors. If any unusually strong odor develops due to sewer gases or other reasons
which are not caused by Contractor, OCPRC will take the necessary measures to
expeditiously mitigate such odors at its expense.
12.6. Locking Mechanisms for Facilities. OCPRC shall be responsible for providing,
repairing, and maintaining locking mechanisms for the doors of the Facilities.
OCPRC shall provide keys or key cards for the locking mechanisms to Contractor and
Contractor Employees pursuant to OCPRC key policy.
12.7. Light Fixtures. OCPRC shall be responsible for providing, repairing, and maintaining
all light fixtures in, around, and outside the Facilities, including bulb replacement.
12,8. Window Treatments. OCPRC shall provide and pay for the window treatments
(blinds, drapes, etc.) at the Facilities. OCPRC shall repair and replace the window
treatments regardless whether the window treatments were provided by OCPRC or
Contractor. Upon execution of this Contract, all window treatments shall be deemed
the property of the County regardless of who provided or paid for the window
treatments. Upon termination and/or cancellation of this Contract, all window
treatments shall be the property of the County.
12.9. Interior Decorations/Furniture. OCPRC shall provide, replace, maintain, and pay for
(in OCPRC's sole discretion) all interior decorating and interior decorations. For
purposes of this Contract interior decorations shall mean furniture, televisions for
Grill Rooms, pictures, wall hangings, plants, seasonal decoration and other
decorations at the Facilities. Upon execution of this Contract, all interior decorations
currently located in or around the Facilities shall be deemed the property of the Party
who purchased them, except for the interior decorations listed in Exhibit IV, which
Page 26 of 36
DRAFT 12-27-13
are the property of the County. Upon expiration of this Contract, all interior
decorations located in or around the Facilities shall be the property of the County,
regardless of who purchased or paid for the interior decorations.
12.10. Paint/Wallpaper/Wall Coverings. OCPRC shall provide, pay for and replace (in
OCPRC's sole discretion) interior paint, wallpaper and/or wall coverings at the
Facilities.
12.11. Flooring/Carpet. OCPRC shall be provide and pay for (in OCPRC' s sole discretion)
the repair or replacement of flooring and carpeting at the Facilities.
12.12. Exterior Maintenance/Repairs. OCPRC shall be responsible for all exterior
maintenance, repairs and replacements to and around the Facilities or to or around the
property on which the Facilities are located, including cleaning of parking lots,
exterior painting, exterior lighting, exterior window cleaning, canopy, parking lots,
snow removal, signs, decorations and landscaping.
13. Equipment Provided by OCPRC. All equipment, furniture, decorations and other items
provided by OCPRC for use by the Contractor, under this Contract, shall remain the property
of the County.
Page 27 of 36
DRAFT 12-27-13
EXHIBIT III I
99
Storage
181
Storage
150
Storage Living Room
266
330
Addison Oaks Conference Center Upper Level
Office
Page 29 of 36
DRAFT 12-27-13
UtitiNitoom Storage
198 ison Oaks Conference Center Lowe -0
0,0 ft.
rence Cente Glen Oaks
Study
411
Kitchen
105
Living <corn
230
48 4, •
91
65
Glen Oaks Conference Center Upper Level
Ioset
18 Closet Closet
13
Storage
133
Storage
102
Closet
I G. I
6torage
I 20
Chefs Office
160
Closet
Storage
282
Closet ' Parks Storage
110
Loset 6
Storage
121
Page 32 of 36
DRAFT 12-27-13
299
1 Mechanical
Storage
1151
,Mechanica3
Storage, 216
Glen Oaks Conference Center Lower Level
& CO2
192
Keg Cooler
Page 33 of 36
DRAFT 12-27-13
EXHIBIT IV
Park: Addison Oaks
Facility: Banquet Center
Quantity Item Description Manufacturer Model # Serial #
- Books & Bookshelves Located in Brides Room, Grooms Room, Bar Areas & Main Level NA NA NA
26 Speakers Ceiling Speakers NA NA NA
1 set China 250 Units NA NA NA
1 set Flatware 250 Units NA NA NA
- Various Small ware Ladles, Spatulas, Tongs, etc. NA NA NA
1 Ice Machine 1100 Series, 2081230v Manitowac CD1103W 83014352
1 Toastmaster Bun Warmer 4 Drawer, 120v, 1.4Kw Toastmaster 3D8XD 2-20269-95
2 2 Door Reach-in Refrigerator NA Victory NA NA
1 Keg Cooler NA Perlick 1005AUL NA
1 Food Warmer Plated food keeper/warmer Carter/Hoffman BB96 111104-80200-
0400-26-G-01
1 Coffee Station Stainless Steel Coffee Stand NA NA NA
1 Dishwasher 208v, 15Kw Hobart CRS66A 85-1019884
1 Heater Booster Heater for Dishwasher Hatco C45 5402580825
1 Mixer 20 Qt. w/ 2'x20' table, 2 accessories Hobart NA NA
1 Safe Located in Office, Approx. 1 Cub. Ft. NA NA NA
1 Walk-in Cooler NA Forma-kool NA NA
1 Walk-in Freezer NA Forma-kool NA NA
1 Deep Fryer Deep fryer Pitco Frialator NA
1 Oven/Stove 10 Burner natural gas stove top with 2 door oven Garland NA NA
1 Oven/Broiler Char broiler stacked on oven Southbend NA NA
6 Chafing Dishes Stainless Steel NA NA NA
16 Racks of Misc. Glasses NA NA NA NA
2 Prep Tables w/Sinks NA Tabco NA NA
1 Phone System 6 phones wired in building office areas NA NA NA
- Storage Racks 12'x16'x18' 4-6 tall-for walk-in cooler/freezer NA NA NA
1 Keg Cooler Single Keg Cooler Kegco NA NA
Page 34 of 36
DRAFT 12-27-13
EXHIBIT IV
Park: Glen Oaks
Facility: Banquet Room / Grill Room
Quantity Item Description Manufacturer Model # Serial #
1 Range/Cooktop Natural gas 10 burner, double oven Southbend WA N/A
1 Food Prep Table SS Sandwich prep table with cooler N/A N/A N/A
1 Ice Machine Newer head, old bin Hoshizaki KM-900MWH S12647J
'1 Panasonic TV Grill Room Panasonic TCL3232C MC10390940
1 Zenith TV Grill Room Zenith B27A242 921-24100948
1 Samsung TV Pro Shop Samsung UN39FH5000F 279L3CTD409032X
Dishwasher 208v 3ph Hobart CRS66A 85-1004681
Booster heater 54Kw booster heater for dishwasher Hatco C-54 162295
2 Steamers Double stacked, vegetable steamers Steammaster/Rapidsteam R11 R2 N/A
1 Oven Large warming oven South bend N/A N/A
1 Flat top Grill Natural gas griddle with oven Southbend N/A N/A
1 Char grill Natural gas char grill without oven Magic kitchen FMRMB36 97041290
1 Slicer Food slicer w/24"x30" SS table w/accessories Hobart 1712 56-031-890
2 Fryers Deep fryers Pitco/Pitco Frialator N/A N/A
3 Convection ovens
Double stacked convection ovens (2 newer, 1
older) Southbend N/A N/A
1 Bun warmers 120v, 1900w, 4 drawer portable bread warmers ToastmasterNVittco N/A/ 200-4R N/A / 616980
1 Dishwasher 208/230v, lph, Small glass ware dishwasher Champion SW600L 6792
1 Food warmer Plated food keeper/warmer Carter/Hoffman BB96
111104-80200-
0400-26-G-01
1 Cooler Banquet bar area under counter portable cooler Glas Tender
8860-R1-GSH
(LL) 22-54016
1 Cooler Top load beer cooler (Grill room bar area) TRUE TD-50-18 1-3837192
1 Cooler
3Door, under counter beer cooler (Grill room bar
area) TRUE TBB-4G 1-3992372
Walk-in freezer Kitchen Formakool 36776 N/A
1 Walk-in Beer Cooler Banquet bar area Kolpac N/A N/A
1 Walk-in Cooler Kitchen Formakool 3478-1 L1012-1
1 Walk-in Cooler Located in the Basement (Built-in) Koolco N/A N/A
1 Grease trap
35 Gal. located in basement for 3 compartment
sink N/A N/A N/A
N/A= Not Available
Page 35 of 36
DRAFT 12-27-13
EXHIBIT V
COUNTY SERVICEMARK
FAKLAND
COUNTY PARKS
Page 36 of 36
DRAFT 12-27-13
FISCAL NOTE (misc. #14020) February 6,2014
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION - REQUEST FOR
APPROVAL TO ENTER INTO A LICENSE AGREEMENT AND PROFESSIONAL SERVICES
CONTRACT WITH OAK MANAGEMENT FOR FOOD AND BEVERAGE SERVICES
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
named Miscellaneous Resolution and finds:
1. The County of Oakland and E.A.Fuller Oak Management Corporation ("Oak
Management") have an existing contract to provide food and beverage services
to the Oakland County Parks and Recreation Commission which is expiring on
December 31, 2015.
2. The Oakland County Parks and Recreation Commission formed a Food and
Beverage Committee to re-design a Request for Proposal and accepted bids in
April 2013; however the Committee did not reach an agreement regarding the
facilities at Lyon Oaks and White Lake Oaks.
3. The Food and Beverage Committee recommends entering into a license
agreement and professional services contract with Oak Management Corporation
for the continued operation of Addison Oaks Conference Center and the Glen
Oaks Conference Center and Grill Room for a ten-year contract beginning
January 1, 2016, with an optional five-year extension at the Oakland County
Parks and Recreation Commission's sole discretion.
4. A budget amendment is not required.
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll cail vote.
Resolution #14020 February 6, 2014
Moved by Spisz supported by McGillivray the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted and appointments being
confirmed).
AYES: Dwyer, Gingell, Gosselin, Hoffman, Jackson, Long, Matis, McGillivray, Middleton,
Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic, Crawford. (19)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted and appointments being
confirmed).
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on February 6,
2014, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 6th day of February 2014.
Lisa Brown, Oakland County