Loading...
HomeMy WebLinkAboutResolutions - 2015.07.29 - 21949MISCELLANEOUS RESOLUTION # 15205 July 29, 2015 BY: Public Services Committee, Bill Dwyer, Chairperson IN RE: SHERIFF'S OFFICE - CONTRACT FOR LAW ENFORCEMENT SERVICES AT THE MICHIGAN RENAISSANCE FESTIVAL - 2015 SEASON To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Michigan Renaissance Festival, the operator of a summer theatre facility by the same name in Groveland Township, has requested the Oakland County Sheriff's Office to supply Deputies for Law Enforcement Services for the upcoming 2015 season; and WHEREAS the Sheriff's Office has agreed to supply such Deputies on an availability overtime hourly basis, the number of man-hours to be determined by the Sheriff's Office; and WHEREAS this contract has been reviewed by Corporation Counsel; and WHEREAS the County of Oakland shall be reimbursed for such services by the Michigan Renaissance Festival at the hourly overtime rates for the 2015 season, as was established by Miscellaneous Resolution #12266. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the execution of the attached contract consistent with provisions contained therein. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes its Chairperson to execute and enter into this agreement on behalf of the County. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. PUBLIC SERVICES COMMITTEE PUBLIC SERVICES COMMITTEE Motion carried unanimously on a roll call vote with Spisz absent. OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL This CONTRACT is made and entered into between the MICHIGAN RENAISSANCE FESTIVAL, a Corporation, registered and licensed to conduct business in the State of Michigan, whose local address is 12600 Dixie Highway, Holly, Michigan, 48442 ("COMPANY"), and the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 ("COUNTY"). The COUNTY is also represented by the OAKLAND COUNTY SHERIFF, MICHAEL J. BOUCHARD, in his official capacity as a Michigan Constitutional Officer, whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 ("SHERIFF"). In this CONTRACT, when the COUNTY and SHERIFF are referred to jointly and collectively, they will be referred to as the OAKLAND COUNTY SHERIFF'S OFFICE ("0.C.S.0."). INTRODUCTION: A. The COMPANY, has a series of one day events that are open to the general public and held annually on approximately fourteen (14) acres located at 12500 Dixie Highway, Holly, Michigan 48442, which includes numerous performances, performers in period costumes, concerts, demonstrations, shows, ceremonies, and concessions featuring both eateries and drinking booths, and other activities in an effort to recreate the atmosphere of an old European village during the Renaissance era ("EVENT"); B. The COMPANY has consulted with the local law enforcement department regarding its ability to provide sufficient LAW ENFORCEMENT SERVICES at the EVENT and regarding whether any supplemental LAW ENFORCEMENT SERVICES are desirable and/or necessary. C. The SHERIFF, subject to the limits of available DEPUTIES and budget constraints, is authorized by law to provide LAW ENFORCEMENT SERVICES throughout the jurisdiction and territorial limits of Oakland County. D. The COMPANY has approached the 0.C.S.O. about the possibility of supplementing limited, local LAW ENFORCEMENT SERVICES with 0.C.S.O. DEPUTIES to provide increased LAW ENFORCEMENT SERVICES at the EVENT; E. The same fiscal and practical restrictions that limit the availability of local police resources for LAW ENFORCEMENT SERVICES at the EVENT also limit the ability of the SHERIFF to reassign DEPUTIES to provide LAW ENFORCEMENT SERVICES at the EVENT as part of their normal shift assignments and duties. However, because of the relatively large number of DEPUTIES the 0.C.S.O. employs, the 0.C.S.O. may be able to provide supplemental LAW ENFORCEMENT SERVICES at the EVENT on an overtime basis. F. The COMPANY, in recognition of the expense to the 0.C.S.O. in providing increased LAW ENFORCEMENT SERVICES at the EVENT, has agreed to pay all COUNTY costs incurred in providing DEPUTIES for increased LAW ENFORCEMENT SERVICES at the EVENT. G. The 0.C.S.O. is agreeable to providing DEPUTIES for supplemental LAW ENFORCEMENT SERVICES at the EVENT pursuant to the terms and conditions of this CONTRACT, provided that such LAW ENFORCEMENT SERVICES do not; (a) impair or interfere with the 0.C.S.O.'s ability to meet its other law enforcement responsibilities; (b) result in any 0.C.S.O. loss of operational efficiency or readiness; and/or (c) result in any increased financial burdens or the assumption of any additional liabilities to County taxpayers. THEREFORE it is mutually agreed as follows: 1. Definitions. In addition to the terms and expressions defined elsewhere in this CONTRACT, the following terms, whether used in the singular or plural, possessive or non-possessive, and/or within or without quotation marks, shall be defined, read, and interpreted as follows: OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 1 of 10 1.1. "LAW ENFORCEMENT SERVICES" means the enforcement of the general criminal laws of this state and the motor vehicle and traffic laws of this state, including, but not limited to, road patrol, crime detection, crime prevention, and criminal apprehension, and/or response to any emergency or non-emergency which, in the sole judgment of any DEPUTY, appears to require the presence, attention, or services of any DEPUTY to address, respond, or attend to any issue, event, or circumstance involving public safety, a breach of peace, public health, an accident or accidental injury, and related law enforcement functions as authorized and/or mandated by law. LAW ENFORCEMENT SERVICES shall not include any responsibility or job duty of the COMPANY or any COMPANY AGENT including, but not limited to, gate attendants, ticket sellers, ticket takers, ushers, directors, supervisors, parking attendants, managers, nurses, emergency medical personnel or technicians, security guards, safety personnel, complaint adjusters, or any other plant, operational, or administrative personnel who perform any general crowd control and supervision functions, search any packages and/or patrons for objects such as bottles, cans, cameras, weapons, or tape recorders, remove any objectionable patrons, signs or displays, determine any person's admissibility to the EVENT, become involved in any dispute resolution with any COMPANY AGENT and/or patron or any person attending the EVENT, or enforce any COMPANY or EVENT rule, policy, or regulation unless such activity is for the prevention of crime and the enforcement of the general criminal laws including, but not limited to, criminal property trespass. 1.2. "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, or any other amount for which the 0.C.S.O. becomes legally and/or contractually obligated to pay, or any other liabilities of any kind whatsoever whether direct, indirect or consequential whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "COMPANY AGENT" means any and all COMPANY officers, directors, board members, employees, managers, departments, divisions, volunteers, agents, and representatives of the COMPANY, as well as any COMPANY licensee, concessionaire, contractor, subcontractor, vendor, subsidiary, joint venturer or partner, and/or any such persons, successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them and/or the COMPANY. 1.4. "DEPUTY" shall be defined to include the Undersheriff, any Major, Captain, Lieutenant, Sergeant, Deputy II, Deputy I, or any other person of any rank, classification, or title who, pursuant to state law, is a sworn deputy of the SHERIFF. 1.5. "COUNTY AGENT" means the OAKLAND COUNTY SHERIFF, SHERIFF MICHAEL J. BOUCHARD, and any and all other COUNTY elected and/or appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, trustees, volunteers, employees (including any and all DEPUTIES), agents, representatives, contractors, predecessors, successors, assigns, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and any and all persons acting by, through, under, or in concert with any of them. COUNTY AGENT shall also include any person who was a COUNTY AGENT at any time during the term of this CONTRACT but, for any reason, is no longer employed, appointed, or elected and serving as an agent. OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 2 of 10 2. Assignment of DEPUTIES. The 0.C.S.O. will assign six (6) DEPUTIES per shift to provide LAW ENFORCEMENT SERVICES at the EVENT in the Number(s) and Rank(s) shown below: Number(s) Rank(s) Hourly Overtime Rate (1) SERGEANT $78.77 (5) DEPUTY ll $66.21 Each EVENT DATE will have two shifts, for a total of twelve (12) DEPUTIES per EVENT DATE. The DEPUTIES will be provided in accordance with the following shift schedule for each EVENT DATE: (1) SERGEANT: (3) DEPUTY II: (1) DEPUTY II: (1) DEPUTY it: First Shift: 0900-1500 hours 1000-1500 hours 1100-1500 hours 1100-1500 hours Second Shift: 1500-2100 hours 1500-2000 hours 1500-2000 hours 1500-2100 hours 3. Event Dates. The EVENT DATES are August 22, 23, 29, 30; September 5, 6, 7, 12, 13, 19, 20; and October 3, 4 of 2015. 4. Payment. 4.1. The COMPANY agrees to pay the COUNTY for each individual DEPUTY scheduled to provide LAW ENFORCEMENT SERVICES at the EVENT pursuant to this CONTRACT an amount equal to the total number of work hour(s), including any part of any hour(s), of LAW ENFORCEMENT SERVICES to be rendered by each individual DEPUTY, multiplied by the Hourly Overtime Rate (set forth above) for each DEPUTY's Rank. 4.2. The PARTIES estimate that the total cost of LAW ENFORCEMENT SERVICES will be $62,842.95. The PARTIES agree that this amount is an estimate only and that actual costs for the provision of LAW ENFORCEMENT SERVICES could be more or less. The COMPANY will make payments to the COUNTY according to the following schedule: Due Date August 19, 2015 August 26, 2015 September 2, 2015 September 9, 2015 September 16, 2015 September 23, 2015 September 30, 2015 Amount Due $ 8,379.06 $ 8,379.06 $12,568.59 $ 8,379.06 $ 8,379.06 $ 8,379.06 $ 8,379.06 If the COMPANY fails to make any of the above scheduled payments on time, the 0.C.S.O. will have no further obligation to provide any LAW ENFORCEMENT SERVICES under the terms of this Agreement. If the actual cost of providing LAW ENFORCEMENT SERVICES exceeds the estimated amount, the COUNTY will submit an invoice to the COMPANY that sets forth the additional amount due for each DEPUTY'S service rendered through the end of the EVENT, and the COMPANY agrees to pay the COUNTY the full amount due and owing on any such invoice within thirty (30) days of the invoice date. Alternatively, if the actual cost of providing LAW ENFORCEMENT SERVICES is less than the estimated amount, the COUNTY will refund the difference to the COMPANY within thirty (30) days of the last scheduled EVENT DATE. 4.3. For purposes of computing the LAW ENFORCEMENT SERVICES costs, the total hours worked by any DEPUTY shall include not only all estimated hours worked in providing direct LAW ENFORCEMENT SERVICES for the EVENT, but shall also include any time spent on the following activities: (a) Travel time, on a daily basis, to or from the SHERIFF'S DEPARTMENT, in Pontiac, Michigan, at the beginning or end of any shift by any SHERIFF'S DEPUTY, if that SHERIFF'S DEPUTY shift starts or ends in Pontiac (b) any time expended transporting any person arrested by any DEPUTY during the course of providing LAW ENFORCEMENT SERVICES at the EVENT to the Oakland County Jail, in Pontiac, Michigan, including any OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 3 of 10 reasonable length of time spent at the Oakland County Jail by any DEPUTY while booking such person(s); (c) any minimum call-in or overtime hours guaranteed to DEPUTIES under any applicable union or employment contract, and/or (d) the performance of any LAW ENFORCEMENT SERVICES related duty or obligation which takes any DEPUTY away from the EVENT but which began or arose while any DEPUTY was providing LAW ENFORCEMENT SERVICES at the EVENT (e.g., hot pursuit, transporting a person for medical attention, an automobile accident occurring on the public road immediately outside EVENT grounds, etc.). 4.4. Upon Company's request, any 0.C.S.O. payroll policies, payroll or attendance records, procedures, employment contracts, etc. that are applicable to the determination of the total costs to be paid to the COUNTY by the COMPANY pursuant to this CONTRACT, shall be made available by appointment with the 0.C.S.O. for inspection by the COMPANY. 4.5. The COMPANY has, to its satisfaction, examined the 0.C.S.O.'S wage and cost structures and acknowledges and agrees that the COMPANY'S payment to the COUNTY under the terms of this CONTRACT is not intended to result in any net financial gain or profit for the COUNTY, but is established to guarantee that the 0.C.S.O. is fully reimbursed for any and all salary costs, on an overtime basis, and other fringe benefit costs and expenses that the COUNTY is required to pay to, or on behalf of, any DEPUTIES providing supplemental LAW ENFORCEMENT SERVICES for the EVENT. 5. Subject to the SHERIFF's sole discretion and judgment as to the County-wide prioritization of his law enforcement resources and law enforcement needs, the COMPANY may request from the SHERIFF that he assign additional DEPUTIES to perform LAW ENFORCEMENT SERVICES at the EVENT. The SHERIFF, subject to the terms of this CONTRACT, may assign any or all such additional requested DEPUTIES at the applicable Hourly Overtime Rate for the rank of each such additional DEPUTY assigned. 6. The 0.C.S.O. and the COMPANY agree and acknowledge that the LAW ENFORCEMENT SERVICES provided for under the terms of this CONTRACT are strictly limited to those governmental law enforcement functions authorized by law and are exclusively governmental activities and functions of the type and nature that would be normally supported by tax dollars, and that this CONTRACT simply acknowledges the unusual circumstances and increased law enforcement needs created by the EVENT and the corresponding increased financial burden on government law enforcement agencies created by such EVENT. 7. The COMPANY acknowledges and agrees that there may be circumstances beyond the SHERIFF's control when, the SHERIFF, in his sole discretion and judgment as to the prioritization of his law enforcement resources, his overall evaluation of Oakland County's immediate law enforcement needs, and his determination as to the allocation of 0.C.S.O. law enforcement personnel at that time to best serve the citizens of Oakland County, may be unable to assign any or all of the DEPUTIES contemplated to provide LAW ENFORCEMENT SERVICES on any particular EVENT DATE. The COMPANY acknowledges and agrees that this CONTRACT, does not, and is not intended to, create either any absolute right in favor of the COMPANY, or any corresponding absolute duty or obligation upon the SHERIFF or the 0.C.S.O., to guarantee that any specific number or rank of DEPUTIES will be present to provide LAW ENFORCEMENT SERVICES. The COMPANY acknowledges and agrees that the 0.C.S.O.'s good faith and reasonable efforts to cooperate with the COMPANY in providing LAW ENFORCEMENT SERVICES and to develop the necessary schedules, budgets and plans to enable it to provide the numbers and ranks of DEPUTIES contemplated at the anticipated EVENT DATES and the promised professionalism of the 0.C.S.O. in these regards, as demonstrated throughout previous similar agreements, are appropriate and adequate consideration to justify the COMPANY'S decision to enter into this CONTRACT. The COMPANY hereby agrees to waive any and all CLAIMS against the COUNTY, SHERIFF, or the 0.C.S.O. which arise in connection with, or as a result of, any alleged 0.C.S.O. failure to provide adequate LAW ENFORCEMENT SERVICES at the EVENT. 8. If the SHERIFF is unable to provide any or all DEPUTIES necessary to supplement the existing available local LAW ENFORCEMENT SERVICES on any particular EVENT DATE, he will verbally communicate that fact to the COMPANY as soon as such fact becomes reasonably known to him. OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 4 of 10 9. The SHERIFF and the COUNTY reserve to themselves any rights and obligations relating to the provision of any and all police and/or governmental law enforcement services, and this CONTRACT does not, and is not intended to, diminish, delegate, divest, impair, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, capacity, immunity, or character of office of either the SHERIFF, the COUNTY, and/or any DEPUTY. 10. 0.C.S.O. Independent Status. The COMPANY and the 0.C.S.O. agree that neither the 0.C.S.O. nor any DEPUTY, by virtue of this CONTRACT, or otherwise, shall be considered or asserted to be an employee, contractor, sub-contractor, partner, joint venturer, representative, or agent of the COMPANY, and further agree that: 10.1. At all times and for all purposes relevant to this CONTRACT, the 0.C.S.O. shall remain the sole and exclusive employer of all DEPUTIES and that the 0.C.S.O. shall remain solely and exclusively responsible for the direct payment to any DEPUTY of any DEPUTY'S wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based, in any way, upon any DEPUTY'S status as an employee of the 0.C.S.O. 10.2. The COMPANY shall not grant, give, allow, pay, reimburse, compensate, or otherwise provide any wages, fringe benefits, privileges, gifts, equipment, personal property, supplies, benefits, entitlement, consideration (monetary or otherwise), or any other thing of value, either directly or indirectly, to, for the use by, or on behalf of, any individual DEPUTY, except that any money paid directly to the COUNTY by the COMPANY to reimburse the COUNTY for its costs pursuant to this CONTRACT shall not be deemed consideration paid by the COMPANY to any DEPUTY. 10.3. This CONTRACT does not, and is not intended to create, grant, modify, supplement, supersede, alter, or otherwise affect or control, in any manner or form: (a) any right, privilege, benefit, or any other term(s) or condition(s) of employment, of any kind or nature whatsoever, in, upon, or for any DEPUTY and/or any DEPUTY'S agents, representatives, unions, or the successors or assigns of any of them; (b) any applicable 0.C.S.O. employment and/or union contract(s); (c) any level(s) or amount(s) of DEPUTY supervision, standard(s) of performance, training and education standard(s); and/or (d) any 0.C.S.O. rule(s), regulation(s), hours of work, shift assignment(s), order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the 0.C.S.O. and/or all conduct and actions of all DEPUTIES. 10.4. This CONTRACT does not, and is not intended to, limit, modify, control, or otherwise affect in any manner the SHERIFF's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which in any way governs or controls any activity of all DEPUTIES. The COMPANY further agrees that this CONTRACT does not obligate or require the SHERIFF or the 0.C.S.O. to change, alter, modify, use, or develop any different or special LAW ENFORCEMENT SERVICES policies, practices or procedures for use at the EVENT. 10.5. This CONTRACT does not, and is not intended to include any 0.C.S.O. warranty, promise, or guaranty, either express or implied, of any kind or nature whatsoever, in favor of the COMPANY, any COMPANY AGENT(S), or any person attending the EVENT, that any LAW ENFORCEMENT SERVICES provided by the 0.0.5.0. under the terms and conditions of this CONTRACT will result in any specific reduction or prevention of any criminal activity at the EVENT, or any other such performance-based outcome. 10.6. Under the terms of this CONTRACT, the COMPANY agrees and promises that no DEPUTY shall be asked or required to perform any services directly for the COMPANY or OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 5 of 10 otherwise be available to perform any other work or assignments from the COMPANY Of be expected to perform any acts other than LAW ENFORCEMENT SERVICES, and that no DEPUTY shall be employed in any manner or capacity by the COMPANY. 10.7. The COMPANY agrees that neither the COMPANY nor any COMPANY AGENT(S) shall otherwise provide, furnish or assign any DEPUTY with any job instructions, job descriptions, job specifications, or job duties, or, in any manner attempt to control, supervise, train, or direct any DEPUTY in the performance of any 0.C.S.O. duty or obligation to provide LAW ENFORCEMENT SERVICES under the terms of this CONTRACT. 11. The COMPANY agrees that this CONTRACT does not, and is not intended to, create, by implication or otherwise, any specific, direct or indirect obligation, duty, promise, benefit, and/or special right to any LAW ENFORCEMENT SERVICES in favor of the COMPANY, any COMPANY AGENT(S), and/or any patron or other person attending the EVENT. Further the COMPANY agrees that at all times, and for any and all purposes under this CONTRACT, the 0.C.S.O. and/or any DEPUTY present at the EVENT shall be present strictly and solely to perform its governmental law enforcement function authorized by law and for the benefit of the general public, and under no circumstances shall any DEPUTY undertake any activity or duty on behalf of the COMPANY or provide any particular or specific service or benefit to or for the COMPANY, any COMPANY AGENT(S), or any patron or other person attending the EVENT. 12. The COMPANY agrees that this CONTRACT does not, and is not intended to, transfer, delegate, or assign to the COUNTY, the SHERIFF, and/or any COUNTY AGENT(S) any civil or legal responsibility, obligation, duty of care, or liability associated with the ownership, maintenance, or operation of the EVENT. The COMPANY agrees that it shall, at all times and under all circumstances, remain solely and exclusively responsible for any and all costs, obligations, and/or civil liabilities associated with owning and operating the EVENT, including, but not limited to, the provision of any Emergency Medical Treatment, rendering any first aid or medical treatment facilities, providing or implementing any fire or emergency evacuation plans or procedures, providing for basic crowd control, security services or obligations, safety functions, and/or any other activity associated with the EVENT that is not within the definition of LAW ENFORCEMENT SERVICES or otherwise a governmental law enforcement function under the terms of this CONTRACT and which is not under the control and direction of the 0.C.S.O. The COMPANY further agrees that it shall not reduce, eliminate, or otherwise fail to provide, in any way, the same number(s) and type(s) of security, emergency, or other personnel and/or the scope of security and emergency service(s) or protection(s) that the COMPANY normally provides to any COMPANY AGENT(S) or any person attending the EVENT, due to the presence of the 0.C.S.O. and/or any DEPUTY at the EVENT. 13. The COMPANY agrees that no COMPANY AGENT either as a result of or arising out of any act(s) by any person in the performance of any duty under this CONTRACT, shall be considered or asserted to be an employee of the 0.C.S.0. The COMPANY agrees that it shall be solely and completely liable for any and all COMPANY AGENT(S)' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, worker's disability compensation, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any COMPANY AGENT(S). employment status or any alleged violation of any COMPANY AGENT(S)1 statutory, contractual, or constitutional rights by the COMPANY, the COUNTY or any COUNTY AGENT(S). The COMPANY agrees to indemnify and hold harmless the COUNTY and/or any COUNTY AGENT(S) from and against any and all CLAIM(S) which are imposed upon, incurred by, or asserted against the COUNTY and/or any COUNTY AGENT(S) by any COMPANY AGENT(S) which are based upon, result from, or arise from, or are in any way related to any COMPANY AGENT(S)' wages, compensation, benefits, or other employment-related rights, including, but not limited to, those described in this Paragraph. 14. The COMPANY shall be solely and exclusively responsible, during the term of this CONTRACT, for guaranteeing that all COMPANY AGENT(S): (a) follow all lawful orders of any DEPUTY performing any duties under this CONTRACT; (b) fully cooperate with all DEPUTIES in providing any LAW ENFORCEMENT SERVICES pursuant to this CONTRACT; and (c) conform their activities to comply OAKLAND COUNTY SHERIFF'S OFFICE 2013 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 6 of 10 with the terms of this CONTRACT. 15. The COMPANY freely and voluntarily consents to and agrees that the 0.C.S.O. and all DEPUTIES, while providing LAW ENFORCEMENT SERVICES under the terms of this CONTRACT, shall have free and open access to any and all premises, areas and locations at the EVENT. 16. The COMPANY, at its sole cost and expense, agrees to comply with the insurance requirements set forth in Attachment A, which is hereby fully incorporated into and made part of this CONTRACT. 17. The COMPANY agrees to defend, indemnify and hold the COUNTY and/or any COUNTY AGENTS harmless from and against any and all CLAIMS that are imposed upon, incurred by, or asserted against the COUNTY by any person and are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligent or intentional act(s) or omission(s) by the COMPANY and/or any COMPANY AGENT(S), including, but not limited to: (a) any alleged breach of legal duty to any person by the COMPANY and/or any COMPANY AGENTS, (b) any alleged failure by the COMPANY or any COMPANY AGENTS to comply with any COMPANY duty or obligation in this CONTRACT; (c) any other CLAIM(S) based, in any way, upon any COMPANY or COMPANY AGENTS' services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. The COMPANY, however, shall not be obligated to pay any portion of any court ordered judgment or award for which a court has determined that the COUNTY and/or any COUNTY AGENT(S) was either solely negligent or solely at fault for any specific dollar amount of damages or loss to any person other than the COMPANY or any COMPANY AGENT(S). 17.1. The indemnification rights contained in this Contract are in excess and over and above any valid and collectible insurance rights/policies. If the validity or collectability of the COMPANY'S insurance is disputed by the insurance company, the COMPANY shall indemnify the COUNTY and/or any COUNTY AGENT(S) for all claims asserted against the COUNTY and/or any COUNTY AGENT(S), and if the insurance company prevails, the Company shall indemnify the COUNTY and/or any COUNTY AGENT(S) for any uncollectable accounts. 17.2. To the extent that the COMPANY's promise to indemnify, pay and hold harmless the COUNTY and/or any COUNTY AGENT(S) as set forth in this CONTRACT may become unenforceable or uncollectible, the COMPANY shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law toward the payment and satisfaction of any CLAIM(S) against the COUNTY and/or any COUNTY AGENT(S). 17.3. COMPANY shall have no rights against the COUNTY and/or any COUNTY AGENT(S) for any indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or any other right to be reimbursed by the COUNTY and/or any COUNTY AGENT(S) except as expressly provided in this CONTRACT. 18. The COMPANY agrees that all COMPANY indemnification and hold harmless promises, waivers of liability, representations, insurance coverage obligations, liabilities, payment obligations, and/or any other related obligations provided for in this CONTRACT with regard to any acts, occurrences, events, transactions, or CLAIM(S) either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this CONTRACT, shall survive the cancellation or expiration of this CONTRACT. 19. The COMPANY agrees that it may not assign, delegate, contract, subcontract or otherwise, transfer, promise, commit, or loan any 0.C.S.O.'s or any DEPUTY'S LAW ENFORCEMENT SERVICES or duties under this CONTRACT to any other person and/or public or private corporation, entity, or organization of any kind. 20. The COMPANY represents and warrants that it has reviewed all of its current or proposed lease and licensing agreements with its patrons, concessionaires, promoters, vendors, and other persons who are or may become contractually involved with the COMPANY for the EVENT, and hereby represents and warrants that the COMPANY does not have, and will not in the future have, any other contractual agreement that will in any manner restrict, interfere with, or prohibit the COMPANY, any COMPANY AGENT(S), or any other person from complying with the COMPANY's obligations and duties as set OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 7 of 10 forth in this CONTRACT. 21. The COMPANY agrees that it shall promptly deliver to the 0.C.S.O. written notice and copies of any CLAIM(S), complaint(s), charge(s), or any other accusation(s) or allegation(s) of negligence or other wrongdoing, whether civil or criminal in nature, that the COMPANY becomes aware of which involves in any way the 0.C.S.0, or any DEPUTY. The COMPANY agrees to cooperate with the 0.C.S.O. in any investigation conducted by the 0.C.S.O. into any act(s) or work performance of any DEPUTY. 22. Term. This CONTRACT shall become effective on August 21, 2015 and shall remain in effect continuously until it expires without any further act or notice being required of any party at 11:59 p.m. on December 31, 2015. Either the COUNTY, the SHERIFF, or the COMPANY may cancel this CONTRACT for any reason without incurring any penalty or liability to any Party as a result, before its scheduled expiration, by delivering a written notice of cancellation of this CONTRACT to the other two parties at least two (2) business days before the effective date of cancellation (which cancellation date shall be clearly stated in the notice), and at 1159 P.M. on the stated effective date of cancellation, this CONTRACT shall be canceled. COMPANY will remain obligated to reimburse the 0.C.S.O. for any and all costs (e.g., minimum overtime pay, minimum contract call-in or overtime notice provisions, etc.) already incurred by the COUNTY and/or SHERIFF prior to the cancellation effective date. 23. This CONTRACT, and any subsequent amendments, shall not become effective prior to the approval by resolution of the COUNTY Board of Commissioners. The approval and terms of this CONTRACT shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and shall also be filed with the office of the Clerk for the COUNTY. 24. The parties shall send, by first class mail, all correspondence and written notices required or permitted by this CONTRACT to each of the signatories of this CONTRACT, or any signatory successor in office, to the addresses shown in this CONTRACT. Except as otherwise provided for herein, all correspondence or written notices shall be considered delivered to a party as of the date that such notice is deposited with sufficient postage, with the U.S. Postal Service. 25. This CONTRACT is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this CONTRACT is intended to and, in all cases, shall be construed as a whole according to its fair meaning, and not construed strictly for or against any party. As used in this CONTRACT, the singular or plural number, possessive or non-possessive shall be deemed to include the other whenever the context so suggests or requires. 26. Absent an express written waiver, the failure of any party to pursue any right granted under this CONTRACT shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this CONTRACT. No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 27. The COUNTY, the SHERIFF, and the COMPANY acknowledge that this CONTRACT shall be binding upon each of them and, to the extent permitted by law, upon their administrators, representatives, subsidiaries, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 28. This CONTRACT, sets forth the entire agreement for increased LAW ENFORCEMENT SERVICES for the EVENT between the 0.C.S.O. and the COMPANY and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the 0.C.S.O. and the COMPANY in any way related to the subject matter hereof, except as expressly stated herein. This CONTRACT shall not be changed or supplemented orally and may be amended only by concurrent resolutions of the Oakland County Board of Commissioners and the COMPANY Board of Directors. OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 8 of 10 29. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this CONTRACT, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY, the SHERIFF, and the COMPANY hereby agree and promise to be bound by the terms and provisions of this CONTRACT. IN WITNESS WHEREOF, JAMES H. PETERSON, President and CEO of MICHIGAN RENAISSANCE FESTIVAL hereby acknowledges that he has authority to execute this CONTRACT on behalf of MICHIAGAN RENAISSANCE FESTIVAL, and hereby accepts and binds MICHIGAN RENAISSANCE FESTIVAL to the terms and conditions of this CONTRACT on this day of , 2015. WITNESS: MICHIGAN RENAISSANCE FESTIVAL a Corporation registered in Michigan By: JAMES H. PETERSON President and CEO IN WITNESS WHEREOF, MICHAEL J. GINGELL., Chairperson of the Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this CONTRACT on behalf of the COUNTY OF OAKLAND, and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this CONTRACT on this day of , 2015. WITNESS: COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation By: MICHAEL J. GINGELL., Chairperson, Board of Commissioners IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the Oakland County Sheriff, hereby accepts and binds the Office of the Oakland County Sheriff to the terms and conditions of this CONTRACT on this day of , 2015. WITNESS: By: MICHAEL J. BOUCHARD Oakland County Sheriff OAKLAND COUNTY SHERIFF'S OFFICE 2015 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 9 of 10 ATTACHMENT A COMPANY PROVIDED INSURANCE 1. The COMPANY agrees, at its sole cost and expense, to purchase and maintain the following insurance coverage(s), in the minimum coverage amounts indicated, for the entire duration of this CONTRACT and to provide the COUNTY with appropriate Certificates of Insurance. The COMPANY acknowledges that all insurance obligations, bonds, and/or certificates or proof of same required shall be subject to the approval of the COUNTY'S Risk Management Division. a. Comprehensive General Liability Broad Form Endorsement in the minimum amount of $1,000,000.00 C.S.L., and with the following as minimum requirements: i. Broad Form Property damage; ii. Premises/Operations; iii. (Blanket) Broad Form Contractual; iv. Personal Injury - delete contractual exclusion "A" and employee exclusion "C"; and v. Additional Insured - The COUNTY OF OAKLAND, the 0.C.S.O. and all COUNTY AGENT(S) as defined in this CONTRACT to include, without limitation, all COUNTY elected and appointed officials and their employees and agents for CLAIM(S), actions, lawsuits, etc., arising out of the sole acts of the COMPANY and/or COMPANY AGENT(S). b. Professional Liability (Errors and Omissions), including Police Professional Liability in the minimum amount of $1,000,000.00; and c. All Certificates of Insurance or self-insurance shall contain the following clauses: i. "Any coverage afforded the COUNTY shall apply as primary and not excess to any insurance issued in the name of the COUNTY OF OAKLAND, et al."; ii. "The insurance company(s) issuing the policy or policies shall have no recourse against the COUNTY OF OAKLAND for payment of any premiums or for assessments under any form of policy."; iii. "Any and all deductibles in the above described insurance policies shall be assumed by and be for the account of, and at the sole risk of, the COMPANY"; and iv. "There will be no additional exclusions running to the Additional Insured based upon any actions or activities of the named insured.' d. All Certificates of Insurance are to provide 30 days' notice of material change or cancellation. All Certificates of Insurance must be provided no less than ten (10) working days before commencement of date of this CONTRACT to the COUNTY'S Risk Management Division. Insurance carriers, coverage(s), and policy limits are also subject to the approval of the COUNTY'S Risk Management Division as to conformity with the requirements of this CONTRACT. 2. The COMPANY agrees that the COUNTY shall be legally subrogated to any rights to recover or any benefits the COMPANY may have in any insurance policy and to the full extent of any payment made under any insurance policy as may be required to make the COUNTY whole for any CLAIM(S). The COMPANY agrees to cooperate and do any act necessary to secure such rights for the COUNTY. OAKLAND COUNTY SHERIFF'S OFFICE 21715 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 10 of 10 Resolution #15205 July 29, 2015 The Chairperson referred the resolution to the Finance Committee. There were no objections.