HomeMy WebLinkAboutResolutions - 2015.05.06 - 21832MISCELLANEOUS RESOLUTION #15127 May 6, 2015
BY: Planning and Building Committee, Philip J. VVeipert, Chairperson
IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION - REQUEST FOR
APPROVAL TO ENTER INTO A LICENSE AGREEMENT AND PROFESSIONAL SERVICES
CONTRACT WITH KATHERINE'S CATERING 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) and amended January 1, 2008 CLease") for food and
beverages services for Oakland County Parks and Recreation Commission ("OCPRC") facilities; 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 the OCPRC 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 to evaluate proposals for food and beverages services
for OCPRC facilities; and
WHEREAS the OCPRC in January 2014 recommended a food and beverage provider for Addison Oaks
Conference Center and Glen Oaks Conference Center and Grill Room, but did not recommend a food
and beverage provider for Lyon Oaks Conference Center and Grill Room and White Lake Oaks
Conference Center and Grill Room; and
WHEREAS on January 6, 2014 (MR # 14020) approved the food and beverage provider for Addison
Oaks Conference and Glen Oaks Conference Center and Grill Room and instructed the OCPRC to
immediately seek outsourcing options for Lyon Oaks and White Lake Oaks in conjunction with the golf
course facilities; and
WHEREAS the Food and Beverage Committee subsequently developed a combined golf operations and
food and beverage Request for Proposal for the operation of White Lake Oaks and Lyon Oaks; and
WHEREAS the Food and Beverage Committee determined that it would be in the best interest of the
OCPRC to operate its golf courses in-house and recommended Katherine's Catering to provide food and
beverage services at the Lyon Oaks and White Lake Oaks conference centers and grill rooms; 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 attached license agreement and
professional services contract with Katherine's Catering for the operation of the Lyon Oaks Grill Room
and Conference Center and the White Lake Oaks Conference Center and Grill Room for a five-year
contract beginning January 1, 2016, with two optional five-year extensions upon the recommendation of
the Oakland County Parks and Recreation Commission and approval of the Board of Commissioners .
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
and authorizes the attached license agreement and professional services contract with Katherine's
Catering for the operation of the Lyon Oaks Grill Room and Conference Center and the White Lake Oaks
Conference Center and Grill Room for a five-year contract beginning January 1, 2016, with two optional
five-year extensions upon the recommendation of the Oakland County Parks and Recreation Commission
and approval of the Board of Commissioners.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or
designee to execute the attached license agreement and professional services contract with Katherine's
Catering and all other related documents between the County and Katherine's Catering, 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 on a roll call vote with Jackson absent.
Motion for direct referral to the Finance Committee carried on a voice vote.
OAKLAND COUNTY COMPLIANCE OFFICE
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")
CONTRACTOR
Katherine's
359 Metty Drive, Suite 4
Aim Arbor, MI 48103
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:
Lyon Oaks Conference Center and Grill Room
)> White Lake 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 these facilities and other property, set forth herein, to the
Contractor and grant it the exclusive right to provide food and beverage services at the
facilities.
Page 1 of 33
(Final Contract)
This Contract is organized and divided into the following "Section" or "Sections" for the
convenience of the Parties.
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
SECTION 7.
SECTION 8.
CONTRACT DOCUMENTS AND DEFINITIONS
CONTRACT EFFECTIVE DATE AND TERMINATION
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:
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 loss; complaint; demand for relief or damages; lawsuit; cause
of action; proceeding; judgment; penalty; costs or other liability of any kind which
is imposed on, incurred by, or asserted against the County or for which the County
may become legally or contractually obligated to pay or defend against, whether
commenced or threatened, including, but not limited to, reimbursement for
reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court
costs, investigation expenses, litigation expenses, or amounts paid in settlement.
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
Page 2 of 33
(Final Contract)
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.
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 any elected and appointed officials; directors; board
members; council members; commissioners; employees; and volunteers of the
County; whether acting in their personal, representative, or official capacities.
"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 in that capacity.
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.uscis.goy/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. Lyon Oaks Conference Center, Grill Room, and Golf Course
1.9.2. White Lake 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.
Page 3 of 33
(Final Contract)
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 at the Facilities.
§2. CONTRACT EFFECTIVE DATE AND TERMINATION
2.1. Contract Term. 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.
2.2. Contract Renewal. The Parties are under no obligation to renew or extend this
Contract after Contract Expiration Date, provided, however, that at OCPRC' s
option with the approval of the Oakland County Board of Commissioners, may
extend this Contract for one or two five (5) year periods after this Contract has been
in effect for at least two (2) years ("Renewal Terms"). The terms and conditions
contained in this Contract shall apply to the Renewal Terms, except that the
Equipment 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
Renewal Terms set forth herein. At the expiration of the Contract or Renewal
Terms, the Contract shall be bid through the Oakland County Purchasing Division,
according to its policies and procedures in effect at that time.
2.3. Legal Effect. Notwithstanding the above, under no circumstances shall this
Contract be effective until and unless:
2.3.1. This Contract is signed by a Contractor Employee, legally authorized to
bind Contractor;
2.3.2. All Contractor Certificates of Insurance and any other conditions precedent
to the Contract have been submitted and accepted by the County; and
2.3.3. This Contract is signed by an authorized agent of the Oakland County
Purchasing Division, as provided for on the signature page of this Contract.
2.4. County Termination. The County may terminate and/or cancel this Contract (or any
part thereof) at any time upon three hundred and sixty-five (365) days written notice
Page 4 of 33
(Final Contract)
to the Contractor, if Contractor defaults in any obligation contained herein and
within the three hundred and sixty-five (365) days' notice period Contractor failed
or did not attempt to cure such default. The effective date for termination or
cancellation shall be clearly stated in the written notice.
2.5. Contractor Termination. Contractor may terminate and/or cancel this Contract (or
any part thereof) at any time upon three hundred and sixty-five (365) days written
notice to the County, if the County defaults in any obligation contained herein and
within the three hundred and sixty-five (365) days' 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.
2.6. In the event of termination and/or cancellation of this Contract by either Party for
any reason, Contractor shall pay the County all fees as set forth herein until the
effective date of termination.
2.7. 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.
2.8. 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.
§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 and perform 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. Access to Facilities. 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. County Personal Property. 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.
Page 5 of 33
(Final Contract)
4.3. Use of Facilities. 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. County Access. 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. Signs. Contractor shall not place any signs or advertisements on the Facilities
without the prior written consent of the OCPRC Executive Officer or his/her
designee.
4.6. Conditions of Facilities. Contractor shall keep the Facilities and anything stored
thereon in good order 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. Alterations, Additions, or Changes to Facilities. 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. Removal of Personal Property. 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
Page 6 of 33
(Final Contract)
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.
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 and the Food
and Beverage Fee owed by Contractor shall be reduced in proportion to the
fraction of the Facility rendered unusable. If anyone 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 terminate 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.
Page 7 of 33
(Final Contract)
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.
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 affecting 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 a twenty-thousand dollar ($20,000.00) fee per Fiscal Year, which shall be
paid as set forth in this Section (hereinafter "Equipment Fee"); except that
Contractor shall not pay an Equipment Fee for the time period beginning January 1,
2016 and ending September 30, 2017.
5.2. Food and Beverage Fee. Contractor shall pay the County three percent (3%) of the
Gross Receipts/Revenue per each Facility per Fiscal Year as a "Food and Beverage
Fee" beginning October 1, 2017.
5.3. Notwithstanding any other provision in this Contract, if Gross Revenue/Receipts
total one million two hundred thousand dollars ($1,200,000.00) or more at the
Facilities for the time period beginning October 1, 2016 and ending September 30,
Page 8 of 33
(Final Contract)
2017, then the Contractor shall pay the twenty thousand dollar ($20,000.00)
Equipment Fee for that time period and shall pay the Food and Beverage Fee on the
actual Gross Revenue/Receipts for that time period. After this time period, the
Equipment Fee and Food and Beverage Fee shall be due and payable as set forth in
this Contract.
5.4. Equipment Fee Annual Increase. On October 1 of each year, beginning on October
1, 2019, the Equipment Fee shall be increased by three percent (3%) of the previous
year's Equipment Fee ("Annual Increase"); except that if Contractor pays an
Equipment Fee for the time period beginning October 1, 2016 and ending
September 30, 2017, then the Annual Increase shall begin on October 1, 2018.
5.5, Due Date. The Equipment Fee and Food and Beverage Fee are due and payable on
October 20 each year for the previous Fiscal Year's Equipment Fee and Food and
Beverage Fee.
5.6. Utilities. The utilities, which Contractor is required to pay under in this Contract,
shall be invoiced to Contractor on a quarterly basis, provided however, for the time
period of January 1, 2016 to September 30, 2016 Contractor shall be invoiced once
(after September 30, 2016) for the utilities during that period. 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: Oaldand 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
Page 9 of 33
(Final Contract)
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.
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 local, state and federal taxes, including without
limitation, taxes (real or personal) because 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 work
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 tenn 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.
Page 10 of 33
(Final Contract)
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.
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.
6.10. Contractor's Compliance with the Patient Protection and Affordable Care Act. If
Contractor is subject to the Patient Protection and Affordable Care Act ("ACA"),
PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor
Employees under assignment to the County are provided with or have access to
insurance as required by the ACA. If Contractor is subject to the ACA, Contractor
warrants it offers Contractor Employees and their dependents group health coverage
that is affordable, that provides minimum essential coverage and value and that it
will pay all applicable fees, taxes or fines, as set forth in the employer mandates of
the ACA under Tax Code §4980H and related regulations.
Page 11 of 33
(Final Contract)
§7. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
7.1. Indemnification.
7.1.1. Contractor shall indemnify, defend, 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 collectability 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.
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
Page 12 of 33
(Final Contract)
"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, 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
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, permits, certificates, and governmental authorizations necessary to
perform its obligations under this Contract and to conduct business under this
Contract. Within seven (7) days of 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, within seven (7) days of 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 in violation of state or federal law. Contractor shall
promptly notify the County of any complaint or charge filed and/or of any
determination by any court or administrative agency of illegal discrimination by
Contractor.
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 irnmunity of the County.
8.9. Force Majeure. Notwithstanding any other term or condition of this Contract,
neither Party shall be liable for failure to perform contractual duties or obligations
caused by events beyond their reasonable control, including but not limited to:
(a) acts of public enemies; (b) natural disasters; (c) terrorism; (d) war;
(e) insurrection or riot; (I) natural disasters; (g) strikes, lockouts, work stoppages, or
other labor difficulties; or (h) compliance with law. Reasonable notice shall be
given to the affected Party of such event. Contractor is expected, through insurance
or alternative temporary or emergency service arrangements, to continue its
contractual duties or obligations if a reasonably anticipated, insurable business risk,
such as business interruption or any insurable casualty or loss occurs.
Page 13 of 33
(Final Contract)
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.
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. Contractor will maintain accurate books and records in
connection with performance of this Contract for thirty-six (36) months after the
end of this Contract and Contractor shall provide the County with reasonable access
to such books and records, upon request.
8.15. Audit. The County or an independent auditor hired by the County may perform
contract audits (in its sole discretion) and shall have the authority to access all
pertinent records and data and to interview any Contractor Employee during the
term of this Contract and for a period of three years after final payment. Contractor
shall explain any audit findings, questioned costs, or other Contract compliance
deficiencies to the County within thirty (30) 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
findings. A copy of Contractor's response will be included in the final report.
Failure by Contractor to respond in writing within thirty (30) days shall be deemed
acceptance of the draft audit report and will be noted in the final report.
Page 14 of 33
(Final Contract)
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 dele gee 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. Waiver of any term or condition under this Contract must be
in writing and notice given pursuant to this Contract. No written waiver, in one or
more instances, shall be deemed or construed as a continuing waiver of any term or
condition 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 or condition of this
Contract to be illegal or invalid, then the term or condition shall be deemed severed
from this Contract. All other twins or conditions 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.
8.20. Captions. Section and subsection numbers, captions, and any index to sections or
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. In this
Contract, for any noun or pronoun, use of the singular or plural form, use of the
nominative, possessive, or objective case, and any reference to gender (masculine,
feminine, and neuter) shall mean the appropriate form, case, or gender as the
context requires.
Page 15 of 33
(Final Contract)
8.21. Notices.
8.21.1. Written Notice. All notices required under this Contract shall be in
writing. Notices shall be effective: (a) the next Business Day, if
personally delivered; (b) the third Business Day, if sent by U.S. mail,
postage prepaid, return receipt requested; (c) the next Business Day, if
sent by a nationally recognized overnight express courier with a reliable
tracking system; or (d) the next Business Day with a receipt of
confirmation, if sent by e-mail or fax.
8.21.2. Notice to County. Unless otherwise specified, notice to the County
shall be addressed to those listed on the signature page of this Contract
and to the Oakland County Compliance Officer/Purchasing Division at
2100 Pontiac Lake Road, Waterford, MI 48328.
8.21.3. Notice to Contractor. Unless otherwise specified, notice to Contractor
shall be addressed to:
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: 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.
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.
Page 16 of 33
(Final Contract)
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.
Page 17 of 33
(Final Contract)
The undersigned execute this Contract on behalf of Contractor and the County, and by doing so
legally obligate and bind Contractor and the County to the terms and conditions of this Contract.
FOR THE CONTRACTOR:
BY: DATE:
FOR THE COUNTY:
BY:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
BY:
Scott Guzzy, Purchasing Administrator
DATE:
DATE:
APPROVED AS TO SCOPE OF CONTRACTOR SERVICES:
BY:
Daniel J. Stencil, Executive Officer
and Contract Administrator
Oakland County Parks and Recreation
2800 Watkins Lake Road
Waterford, MI 48328
DATE:
Page 18 of 33
(Final Contract)
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.
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; f) 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)
2, 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 telms,
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;
Page 19 of 33
(Final Contract)
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;
IT 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.
Page 20 of 33
(Final Contract)
EXHIBIT II
SCOPE OF CONTRACTOR'S SERVICES & PARTIES RESPONSIBILITIES
1. Provision of Services.
1.1. 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 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 by food, alcoholic beverages, and non-
alcoholic beverages; by Facility; by Event; by Conference Room; by Grill Room; and
as otherwise 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. Special or Cultural Events at Facilities by OCPRC.
1.8.1. OCPRC may hold up to twelve special or cultural events at each Facility per
calendar year.
1.8.2. OCPRC shall be responsible for planning the special or cultural events and for
all costs associated with the events. Contractor acknowledges that OCPRC
Page 21 of 33
(Final Contract)
may use other vendors to provide food or beverages (alcoholic or non-
alcoholic) for the events. If Contractor is not providing food and beverages
for a special or cultural event, OCPRC shall clearly indicate this fact in all
marketing or advertising materials (electronic or written) for the event.
1.8.3. The Parties shall work together to schedule the special or cultural events at the
Facilities to avoid date conflicts with Events at the Facilities. The calendar for
the special or cultural events shall be provided to Contractor by November 1
each year for the following year's special or cultural events.
2. Marketing and Sale of Food and Beverages.
2.1. Contractor shall use its best efforts 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 ten thousand dollar ($10,000.00) annual budget to
implement the marketing plan for the Facilities.
2.3. The Oakland County Parks logo/servicemark 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 the
OCPRC Executive Officer or his/her designee 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
Page 22 of 33
(Final Contract)
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
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. Contractor acknowledges that County has an exclusive contract with a company to provide
non-alcoholic beverages at the Facilities. Contractor shall purchase its non-alcoholic
beverages through the company as directed by County. Upon request of Contractor, County
shall provide a copy of the contract with the company to Contractor.
9. Utilities and Services for the Facilities.
9.1. 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):
9.1.1.
9.1.2.
9.1.3.
9.1.4.
9.1.5.
Garbage collection service;
Telephone;
Cable/Satellite; and
Internet Service.
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.
9.2. OCPRC Furnished Services. OCPRC shall furnish and pay for the following services
to all the Facilities for OCPRC use:
9.2.1. Garbage collection service;
9.2.2. Disposal of Used Grease and Oil;
9.2.3. Telephone;
Page 23 of 33
(Final Contract)
9.2.4. Cable/Satellite; and
9.2.5. Internet Service.
9.3. Utilities. The County shall furnish the following utilities to all the Facilities:
9.3.1. Electricity;
9.3.2. Gas/Heat; and
9.3.3. Water/Wells/Water Filtration System
9.3.4. Sewer/Septic.
93.5. 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 White
Lake Oaks (including the Conference Center, Restrooms, Grill Room and Pro-
Shop, but excluding the Golf Course) 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 the septic system, well, or water
filtration system located at Lyon Oaks. The Parties acknowledge that there are
separate electric meters for operation and use at the Golf Courses located at
the Facilities. The Parties also acknowledge that there is a separate water
meter at White Lake Oaks for operation and use of the Golf Course and that
there is a well at Lyon Oaks for operation and use of the Golf Course.
Contractor shall not have to pay for electricity to operate the golf courses at
the Facilities, including electricity to charge golf carts and water to irrigate the
golf courses at the Facilities.
9.4. Generator. Contractor acknowledges that there are no generators at the Facilities and
that OCPRC will not provide generators at the Facilities.
9.5. Interruption of Water Supply. If the water supply is interrupted at the Facilities, then
Contractor shall be responsible for providing and paying for water needed to provide
Services during the interruption.
10. 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.
11. Contract Perfoimance 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.
12. Contractor Duties and Maintenance Responsibilities. Contractor shall perform the following
duties and maintenance responsibilities:
12.1. Point-of-Sale System. Contractor shall provide and maintain a point-of-sale system
for the purchase of Services at the Facilities.
Page 24 of 33
(Final Contract)
12.2. 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.
12.3. Interior Custodial Services. Contractor shall clean the interior of all Facilities,
including the windows, screens, exhaust hoods (outside surface and 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 provide
annual maintenance and an annual cleaning for the grease traps and exhaust hoods and
dispose of the used grease/oil.
12.4. Pest Control. Contractor shall provide and pay for pest control for the interior of the
Facilities including the kitchens located therein.
12.5. 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.
12.6. Restroom Cleaning. Contractor shall clean all restrooms at the Facilities (including
restrooms for the Conference Centers, Grill Rooms, and pro shops) on a daily basis or
more frequently as needed. Contractor 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 regular 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.
12.7. Disposal of Garbage. 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.
12.8. Alarm System. Contractor shall provide its 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.
12.9. 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 33
(Final Contract)
13. OCPRC Duties and Maintenance Responsibilities.
13.1. Condition of Facilities Upon Contract Commencement. OCPRC shall provide the
Facilities to Contractor in a clean condition with all carpets and floors professionally
cleaned.
13.2. 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.
13.3. 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.
13.4. 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.
13.5. 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.
13.6. 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.
13.7. 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.
13.8. 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.
13.9. Light Fixtures. OCPRC shall be responsible for providing, repairing, and maintaining
all light fixtures in, around, and outside the Facilities, including bulb replacement.
13.10. 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 termination and/or cancellation of this Contract, all window
treatments shall be the property of the County, regardless of who purchased or paid
for the window treatments.
Page 26 of 33
(Final Contract)
13.11. 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 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. Upon execution of this Contract,
the Parties shall meet and create a document to generate an interior design plan for the
Facilities.
13.12. 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.
13.13. 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.
13.14. 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.
14. 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 33
(Final Contract)
CIFIFIC4 aft 58 "--,R00111 inner Banquet Lobby 872 f.„411: Buffet Room 465 gEgi Banquet 5800 Kitchen 2400 Store 555 ;7.-• Elev UM II I rimmil DU 0 Grill Room 1015 195 ) 96 126 CLUIIHOLIBM
49 49
Elec. Room 52 Unisex 513 White Lake Oaks ""•,,, •
EXHIBIT IV
FOOD & BEVERAGE
EQUIPMENT & SUPPLY INVENTORY LIST
Park: Lyon Oaks
Facili Banquet & Grill Room
Quantity Item Description
1 VValkin Freezer in kitchen
4 VValkin Refrigerator 1 in kitchen, 3 in basement hall
1 2 Door Reach In Refrigerator Refrigerator with 2 wheeled quick serve racks
1 Ice Machine Basement hall
1 Ice Machine Upstairs in kitchen
1 Bread Warmer 4 door bread warmer
1 Warmer Food Holding Unit
1 Slicer Food slicer with SS 36x30 table
1 Mixer Food mixer with acc. and SS 27x32 table
2 Steamer Double stacked with SS rack
6 Convection Ovens Double stacked
1 Tilt Skillet 43" tilt skillet
2 Oven/Stove 32" 6 burner stove with Oven and top grill
1 Flat top grill/Oven 32" flattop grill with Oven
1 Deep Fryer 47" 2 basket frier with 1 holding tray
1 Char Grill 48" Char grill
1 Coffee maker Commercial coffee maker
1 Sandwich prep Island 26' long SS Island with two 4 door coolers and 4
6 heat lamps heat lamps mounted to above prep island.
1 Prep tables SS 42"x132" Prep table
2 Prep tables SS 42"x90" prep tables
1 Bread warmer 2 drawer warmer built into prep counter top
1 Food holder Heated, 3 tray
4 Reachin coolers Bar beer storage coolers, 2 in each bar area
1 Chiller Glass chiller for bar glasses
2 Microwave Countertop
1 plate warmers Portable plate warmers
1 plate warmers Portable plate warmers
1 plate warmers Portable plate warmers
1 Heater Dishwasher booster heater
1 Grill Portabel LP 32" Grill
1 Dishwasher
Page 31 of 33
(Final Contract)
EXHIBIT IV
FOOD & BEVERAGE
EQUIPMENT & SUPPLY INVENTORY LIST
Park: White Lake Oaks
Facility: Banquet Center
Quantity Item Description
1 Mixer Mixer with accessories and SS table
1 Ice machine 208/230v
8 Convection ovens 4 Double stacked natural gas
2 Cabnet steamers Double stacked vegitable steamers
1 40" tilt Brazing pan Brazing skillet, 120v, nat. gas
1 6 burner range Natural gas with oven and top grill
1 flat top griddle Natural gas with oven
1 char flame grill 48" natural gas char flame grill
1 Double deep frier Natural gas
1 Prep island
Sandwich prep table, with 1,3 and 1,4 door coolers
and 2 cooled drawers, and plate warmers (4 door)
3 Plate warmers 120v Portable plate warmers
4 heat lamps 120v, 42" mounted on two SS prep tables
18 heat lamps 120v, 36" on prep table island
1 Dishwasher 208v, 3ph
1 Booster heater 27Kw, 208 3ph, Booster heater for dishwasher
2 bread warmers 2 drawer under cabinet style bread warmers
2 beer coolers grill room bar
1 Reach in cooler With 2 portable racks
2 Portable racks Racks for above cooler
2 walk in coolers
1 Walk in freezer
1 Line table 24"x32" SS Table in line
Page 32 of 33
(Final Contract)
EXHIBIT V
COUNTY SERVICEMARK
FAKLAND
COUNTY PARKS
Page 33 of 33
(Final Contract)
FISCAL NOTE (MISC. #15127) May 6, 2015
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
KATHERINE'S CATERING 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 referenced
resolution and finds:
1. Due to the pending expiration on December 31, 2015 of an existing food and beverage lease the
Oakland County Parks and Recreation Commission formed a Food and Beverage Committee to
evaluate proposals for food and beverage services for Lyon Oaks and White Lake Oaks
Conference Centers and Grill Rooms.
2. The Food and Beverage Committee determined that it would be in the best interest of Parks and
Recreation to operate its golf courses in-house and recommended Katherine's Catering to
provide food and beverage services at the Lyon Oaks and White Lake Oaks Conference Centers
and Grill Rooms.
3. The Oakland County Parks and Recreation Commission approved the attached license
agreement and professional services contract with Katherine's Catering for the operation of the
Lyon Oaks Grill Room and Conference Center and the White Lake Oaks Conference Center and
Grill Room for a five-year contract beginning January 1, 2016 with two optional five-year
extensions upon the recommendation of the Oakland County Parks and Recreation Commission
and approval of the Board of Commissioners.
4. Estimated Commission Food Service revenue of $156,602 for FY 2016 and $215,501 for FY
2017 has been included in the budget as are estimated expenses in the amount of $433,692 for
FY 2016 and $442,367 for FY 2017.
5. No budget amendment is required.
FINANCE COMMITTEE
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Resolution #15127 May 6, 2015
Moved by Fleming supported by McGillivray the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Fleming, Gershenson, Gingell, Gosselin, Hoffman, Jackson, KowaII, Long, Matis,
McGillivray, Middleton, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman, 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).
V1EHEBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COLjar%,' 7L;XE,CUTIVE
ACTING PURSUANT TO MC‘. 4A (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 May 6, 2015,
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 May 2015.
W<.7-
Lisa Brown, Oakland County