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HomeMy WebLinkAboutResolutions - 2016.08.18 - 22512Ng. MISCELLANEOUS RESOLUTION #16177 July 20, 2016 BY: Planning and Building Committee, Philip J. Weipert, Chairperson IN RE: PARKS AND RECREATION COMMISSION - OAKLAND COUNTY 4-H ASSOCIATION AGREEMENT - SPRINGFIELD OAKS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the County of Oakland is the owner of Springfield Oaks County Park located in the Charter Township of Springfield, Oakland County; and WHEREAS the Oakland County Fair, facilitated by the Oakland County 4-H Fair Association, meets the Oakland County Parks and Recreation Commission's Strategic Plan objectives in the areas of Partnerships, Special Events, and Youth Programming and supports the Michigan State University Extension's (MSUE) mission of help(ing) people improve their lives through an educational process that applies knowledge to critical issues, needs and opportunities; and WHEREAS the current lease agreement between Oakland County Parks and Recreation Commission and the Oakland County 4-H Fair Association is expiring on December 31, 2016; and WHEREAS the Oakland County Parks and Recreation Commission wishes to enter into a five-year agreement with a five-year renewable option with the Oakland County 4-H Fair Association as stated in the attached Agreement; and WHEREAS Corporation Counsel has reviewed and/or prepared all necessary documents related to the attached Agreement; and WHEREAS it is the recommendation of the Oakland County Parks and Recreation Commission that the Oakland County Board of Commissioners accepts and approves the terms and conditions of the attached Agreement. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes and approves the attached Agreement between Oakland County Parks and Recreation Commission and the Oakland County 4-H Fair Association. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or designee to execute the attached Agreement. 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 VOTE: Motion carried unanimously on a roll call vote. AGREEMENT BETWEEN OAKLAND COUNTY AND OAKLAND COUNTY 4-H FAIR ASSOCIATION This Agreement is entered into on January 1, 2017 by the Oakland County 4-H Fair Association ("Association"), 12451 Andersonville Road, Davisburg, Michigan 48350 and the County of Oakland ("County), by and through its statutory agent the Oakland County Parks and Recreation Commission ("OCPRC"), 2800 Watkins Lake Road, Waterford, Michigan 48328. This Agreement includes the following as further described below: (1) lease of the Springfield Oaks Administrative Building/Building E; (2) Cooperative Fair Agreement; (3) license for indoor vehicle/boat storage; and (4) license for use of Springfield Oaks Activity Center Kitchen (hereinafter collectively referred to as "Agreement"). The Parties agree to the following Willis and conditions. I. Introduction 1.1. Since 1971 the Association has annually held the Oakland County 4-H Fair ("Fair") at Springfield Oaks County Park. The current agreement for the use of Springfield Oaks for the Fair will expire on December 31, 2016. 1.2. OCPRC and the Association have identified recreational and community benefits that are associated with providing a quality fair within Oakland County. The Fair supports the agriculture industry, rural recreation, economic development, environmental stewardship, education; and the County's rich agricultural heritage. 1.3. Since 2007 the Association has used the Administrative Building/Building E for office and administrative use. The current lease for this building will expire on December 31, 2016. 1.4. The Parties desire to extend the agreement for the Fair and lease for the Administrative Building/Building E at Springfield Oaks and to merge those two agreements into one. 2. Term and Termination 2.1. Term. This Agreement shall commence on January 1, 2017 and shall end December 31, 2021 ("Term"). This Agreement shall automatically renew for an additional five (5) year period upon the expiration of the Term ("Renewal Term"), with no further action of the Parties. All the terms and conditions of this Agreement shall equally apply during the Renewal Term. 2.2. Termination. Either party may terminate and/or cancel this Agreement or any part thereof at any time upon three hundred and sixty-five days (365) days written notice to the other Party, for any reason, including convenience, without incurring obligation or penalty of any kind. The effective date of termination and/or cancellation shall be clearly stated in the written notice. 3. Exhibits. This Agreement incorporates the following Exhibits: 3.1. Exhibit A: Description and Depiction of Building E/Administrative Building, 12451 Andersonville Road, Davisburg, Michigan. 3.2. Exhibit B: Custodial Guidelines 3.3. Exhibit C: Building and Grounds Used for Fair 3.4, Exhibit 0: Winter Storage Schedule 3.5. Exhibit E: Insurance Specifications 4. Lease of Springfield Oaks Administrative Building. Page 1 of 12 Draft 05-02-16 41 Leased Premises. OCPRC leases to the Association a building known as Building E/Administrative Building, located as 12451 Andersonville Road, Davisburg, Michigan 48350 ("Premises"), which is farther described and depicted in Exhibit A. 4.2. Hold Over. In the event the Association holds over after the expiration of this Agreement without a written agreement, the hold over shall be construed to be a tenancy from month-to-month for the Premises on the same terms and conditions contained in this Agreement, for a period not to exceed ninety (90) calendar days. 4.3. Rent. The Association shall not pay OCPRC rent for the Premises. In exchange for not paying rent, the Association shall pay the utilities, during the entire Term of this Agreement, for the following buildings and grounds located at 12451 Andersonville Road, Davisburg, Michigan, 48350: the Administrative Building/Building E, the Ellis Barn, the Rabbit Barn, the Miracle of Birth, the Septic System, the Campground, the Fairground Pit, and the parking lights in the field. Utilities shall include electric and gas (natural and propane). Bills for all utilities and services shall be placed in the Association's name. 4.4. Security Deposit. No security deposit is required of the Association. 4.5. Utilities and Services. 4.5.1. Utilities. Except as otherwise provided herein, the Association shall be solely responsible for and promptly pay all utilities for the Premises and other locations, as set forth in Section 4.3. 4.5.2. Association Provided Services/Systems. The Association shall provide and pay for the following for the Premises: (1) the Association's telephone system; (2) the Association's computer system (including access to the interne* (3) any other system or service the Association deems necessary for it business on the Premises; (4) the Association shall maintain the flower beds surrounding the Premises, in a condition similar to flower beds in other portions of the Park; and (5) the Association shall plant flower pots to place around the exterior of the Premises. 4.5.3. Custodial Services. The Association, at its sole cost, shall clean the entire interior of Building E/Administrative Building, including the restrooms and showers, except that the Association will not be required to clean the restrooms and showers when those areas are used by OCPRC or third parties who received permission to use those areas through OCPRC. When cleaning the Premises, the Association shall comply with the custodial guidelines set forth in Exhibit B. 4.5.4. OCPRC Provided Services. OCPRC shall provide and pay for the following services for the Premises: (1) trash removal, (2) snow and ice removal from sidewalks, steps and parking areas, (3) parking lot and structural building maintenance, and (4) lawn care services. 4.6. Use and Occupancy. 4.6.1. Use by Association. The Premises shall be used for office space and meetings for the Association. 4.6.2. Use by Third-Parties. The Association may permit third parties to use the Community Room in Building E/Administrative Building for events pursuant to a written contract between the Association and the third party. The Association will provide OCPRC with a fee schedule, a copy of the use schedule on a monthly basis, and a copy of all contracts for use of the Community Room. Page 2 of 12 Draft 05-02-16 4.6.3. Set-Up and Clean-Up. The Association will be responsible for all set-up and clean-up of all the Association's scheduled events and set-up and clean-up for other events held at the Premises that were scheduled through the Association. 4.6.4, Cleanliness of Premises. The Association shall keep the Premises and the area immediately surrounding Building E/Administrative Building clean, free of trash, and in good order, wear and tear from reasonable use and damage from the elements excepted. 4.7. Maintenance and Repairs. OCPRC shall maintain, repair, and keep the Premises in good condition, including, but not limited to, the roof, ceilings, walls, floors, foundations, electrical and plumbing systems, sidewalks, parking areas, exterior glass, heating and cooling systems, septic system, and water system (including wells and water tower). 4.8. Equipment, Furniture, and Supplies. 4.8.1. Office Equipment, Furniture, and Supplies. The Association shall provide, at its expense, furniture, office supplies, and equipment it deems necessary for its operations at the Premises. The Association, at its expense, shall be solely responsible for the maintenance and repair of all furniture and equipment used on the Premises. 4.8.2. Restroom/Shower Supplies. The Association shall provide, at its expense, all supplies for the restrooms and showers, such as toilet paper, paper towel, soaps, etc.; provided however, that when OCPRC uses the Premises, for whatever reason, OCPRC, at its expense, shall replace/replenish the restroom/shower supplies to ensure the supplies are full at the completion of OCPRC use of the Premises. 4.9. Compliance with Laws. OCPRC shall, at its own expense, promptly comply with all applicable federal, state and municipal laws and regulations affecting the Premises, including any barrier-free requirements. 4.10. Security. OCPRC shall provide and pay for lighting for the exterior of the Premises including common areas and parking areas directly adjacent to the Premises, in a manner deemed adequate by OCPRC. OCPRC shall provide and pay for keys for the Premises. 4.11. Access. OCPRC shall have twenty-four (24) hour access to the Premises, without notice, for the purpose of inspecting, repairing, and maintaining the Premises. 4.12. Parking. OCPRC shall provide the Association with twelve (12) assigned parking spaces for the Association's exclusive use near the Premises. 4.13, Quiet Enjoyment. Upon performance of its obligations under this Agreement and subject to the terms of this Agreement, the Association shall peacefully and quietly hold and enjoy the Premises for the teim of this Agreement, without hindrance or interruption by OCPRC or its agents or employees. 4.14. Destruction of Premises. 4.14.1. In the event, the Premises are partially damaged or destroyed by fire or other casualty, the damage to the Premises shall be promptly repaired or rebuilt by OCPRC. In the event the Premises cannot be repaired or rebuilt within one hundred eighty (180) days after such damage or destruction, the Association shall have the right to terminate this Agreement and vacate the Premises within ninety (90) days after the occurrence of such damage or destruction. While the Page 3 of 12 Draft 05-02-16 Premises are being repaired, the utilities owed by the Association, pursuant to Section 4.3, shall be reduced in proportion to the fraction of the Premises rendered unusable (in the discretion of the Association). If more than thirty-five percent (35%) of the Premises are damaged or destroyed by a casualty, the Association may elect to remain on the Premises or to vacate the Premises. 4.14.2. Notwithstanding any other provisions, in the event that more than thirty-five (35%) percent of the Premises are damaged or destroyed by fire or other casualty, OCPRC may elect to either repair or rebuild the Premises or to terminate this Agreement by giving written notice to the Association within ninety (90) days after the occurrence of such damage or destruction. The Association will have ninety (90) days from the date of the notice to vacate the Premises. If OCPRC elects to rebuild or repair the Premises, then the utilities owed by the Association, pursuant to Section 4.3, shall be reduced in proportion to the fraction of the Premises rendered unusable (in the discretion of the Association) until the Premises are repaired or rebuilt. In no event shall OCPRC be required to repair or replace any property of the Association. 4.15. Eminent Domain. If the whole Premises are taken by any public authority under the power of eminent domain, then this Agreement shall be terminated on the day the public authority takes possession of the whole Premises. If less than the whole, but more than thirty-five percent (35%) of the Premises are taken by any public authority under the power of eminent domain, then either Party may terminate this Agreement upon thirty (30) days written notice to the other Party. In the event neither Party elects to terminate this Lease, the Lease shall terminate on the date the public authority takes possession of the Premises. Neither Party shall have any future liability or obligation under the Lease if it is terminated under this Section 4.16. Condition Upon Surrender. Upon expiration or termination of this Agreement, the Association shall return all keys to OCPRC, surrender the Premises in the same condition as it was on the date this Agreement commenced (reasonable wear and tear excepted), and shall remove its personal property. If the Association does not remove its personal property within thirty (30) calendar days of the termination/expiration of this Agreement, such property shall become the property of OCPRC and OCPRC may remove, dispose, and/or use such property, in its sole discretion. 5. Cooperative Fair Agreement 5.1. Fair Management. 5.11 Responsibility for Fair. The Association is solely responsible for the development, operation, and management of the annual Oakland County 4-H Fair ("Fair"). 5.1.2. Designated Representative of Association. The Association officers are the authorized representatives of the Association and all communications, requests, and development of policy regarding the Fair will go through the Association Board. The order of authority of the Association Officers is as follows: President, Vice President, Corresponding Secretary, Treasurer, and Recording Secretary. The Association General Manager is the designated representative for operation of the Fair. Page 4 of 12 Draft 05-02-16 5.1.3. Designated Representative of OCPRC. The Chief of Park Operations and Maintenance is OCPRC' s designated representative regarding services or questions associated with the Fair. 5.1.4. Fair Contracts. The Association shall enter into contracts with persons/entities that will provide or perform arena events, concessions, carnivals, and other events or services during the Fair. The Association shall provide the template contract that it will use with the above-referenced persons/entities to the OCPRC Executive Officer for review and approval by April 1. Such contracts shall require that all above-referenced persons/entities indemnify the Association and County and name the Association and County as additional insured on all insurance policies. Upon request, the Association shall provide OCPRC with the executed contracts with the above-referenced persons/entities. 5.1.5, Fair Electrical Needs. The Association is responsible for defining the electrical needs of commercial vendors in all approved contracts and informing the Park Supervisor of these needs by June 1. 5,1.6. Fair Schedule of Events and Fair Layout. The Fair schedule of events and the Fair event Layout shall be submitted to the OCPRC Executive Officer one month prior to the start of the Fair. The schedule of events shall include the following: (1) opening and closing times for the Activity Center; (2) carnival hours; (3) dates and starting and ending times for all events, including special events; and (4) any other information which OCPR may request. 5.1.7. Review of Fairgrounds. The Park Supervisor and the Chief of Park Operations and Maintenance will meet with the Association General Manager and designated Association members approximately one (1) month prior to the start of the Fair to conduct a review of the Fair grounds. 5.1.8. Fair Walk-Through. On the first Tuesday of the Fair each year, OCPRC staff and the Association General Manager and designated Association members will complete a walk-through of the Fair, review any issues concerning the Fair, and develop a list of ideas to assist the Fair in future years. 5.1.9. Fair Review. The Parties shall meet by October 1 st each year to discuss and review the most recent Fair and ideas for the next Fair. 5.1.10. Fair Surveys. OCPRC will conduct surveys of persons coming to the Fair. The results of the surveys will be reviewed by both Parties no later than October 1. 5.2. Facility Use. 5.2.1. Facilities to Be Used. OCPRC provides the Association with the right to use the building and grounds of the Springfield Oaks County Park ("Park") as described and depicted in Exhibit C ("Facilities") for the Fair, which includes, but is not limited to preparation, operation, dismantling and clean-up of the Fair. Exhibit C can be amended, at any time, to address the need by the Parties to use different facilities. OCPRC Executive Officer has the authority to approve changes to Exhibit C. 5.2.2. Period of Use. The right to use the Facilities shall commence fourteen (14) calendar days prior to the start of the Fair, except that the right to use the Springfield Oaks Activity Center and Ellis Barn shall commence four (4) calendar days prior to the start of the Fair. The right to use the Facilities shall end fourteen (14) calendar days after to the end of the Fair, except that the right Page 5 of 12 Draft 05-02-16 to use the Springfield Oaks Activity Center and Ellis Barn shall end four (4) calendar days after to the end of the Fair. 5.2.3. Fair Dates. By October 1 each year, the Association shall submit to the OCPRC Executive Officer the dates for the Fair and the Facilities that will be used for the next year's Fair. 5.3, Responsibilities of Association and OCPRC. 5.3.1. Daily Maintenance Functions. Except as otherwise expressly provided in this Agreement, OCPRC shall be responsible to perform daily maintenance and repair functions for the Park and Facilities during the Fair; such functions shall include, but not be limited to, building/facility upkeep, pre-agreed set-up and tear down of equipment, electrical systems checks and septic tank maintenance. 5.3.2. Emergency Repairs/Emergency. During the Fair, the Park Supervisor or his/her designee will be on call 24 hours a day for any emergency repairs. OCPRC will provide a list of emergency contacts if the Park Supervisor cannot be contacted. 5.3.3. Manure Removal. The Association shall be responsible for the daily removal of manure from the Park and Facilities to areas designated by the Park Supervisor. 5.3.4. Association Equipment. The Association shall be responsible for the repair and upkeep of all the Association-owned equipment and rented equipment. 5.3.5. Cleanliness of Park during the Fair. The Association shall clean-up all lifter/trash in the carnival area, camping area, arena area, animal tents, and parking area, at least daily, during the Fair. 5.3.6. Clean-Up after the Fair. The Association shall complete clean-up of all Facilities and the Park used for the Fair within five (5) calendar days of the end of the Fair. 5.3.7. Items Provided by Association. The Association shall provide and pay for the following during the Fair: (1) portable toilets, (2) tent rental, (3) equipment rental, (4) temporary electrical services for set up, and (5) all other equipment or services needed for the Fair, unless specifically provided by OCPRC herein. 5.4. Fair Equipment & Storage. 5.4.1. Equipment Identification. Each Party shall clearly mark its equipment, in order to permit easy identification of equipment ownership. 5.4.2. Equipment Storage. Notwithstanding any other provision of this Agreement, during the Term of this Agreement, OCPRC shall provide the Rabbit Barn, the stall areas in the Livestock Barn, and mutually designated portions of the Horse Barn year-round, to store Association equipment and supplies to operate Fair, at no cost to the Association. 5.5. Camping. 5.5.1. Campground Licenses/Permits. OCPRC shall be responsible to obtain and pay for the state campground license, any County required licenses/permits, and the rally permit for the campground each year by January 1, provided that the Association shall reimburse OCPRC for the cost of the rally permit. 5,5.2. Campground Areas. The Association shall be responsible for designating camping areas, setting up the camp sites, registering campers, and providing portable toilet facilities for the campground. Page 6 of 12 Draft 05-02-16 5.5.3. Compliance with Camping Laws. The Association shall comply with and shall require all campers to comply with OCPRC Rules and Regulations and all applicable State laws and regulations regarding camping. 5.6. Parking. 5.6.1. Parking Attendants. The Association shall provide volunteers to set up all parking areas and provide parking attendants during the Fair. 5.6.2. Collection of Parking Fees. The Association shall be responsible for collecting parking fees and issuing parking passes. 5.6.3. Accounting of Parking Fees. The Association shall be responsible for accounting and depositing parking fees. 5.6.4. Receipt of Parking Fees. Except as otherwise provided in this Agreement, the Association shall keep all monies generated from parking fees. 5.7. Safety and Security. 5.7.1. Police Services. OCPRC shall contract with the Oakland County Sheriff's Office for police services during the Fair, including police services for all Facilities and the parking area. The Association shall reimburse OCPRC for all costs incurred by OCPRC for providing the police services during the Fair. 53.2, Emergency/First Aid Services. The Association shall be responsible for providing and obtaining First Aid/EMS services during the Fair and for each arena event, including having an ambulance on site for each arena event. The Association shall provide a schedule of First Aid/EMS personnel to the Chief of Park Operations and Maintenance by June 1. The Association shall be responsible for all costs incurred for this service. 5.7.3. OCPRC will work with the Association for scheduling trusty crews by June 1. 5.7.4. Fair Marketing and Promotions. 5.7.5. OCPRC Marketing Staff. OCPRC will provide marketing staff to work with designated Association persons to market and promote the Fair. 5.7.6. Marketing Agreement. The Association and OCPRC Executive Office Or his/her designee shall create a Marketing and Promotions Agreement for each Fair by March 1 each year. 5.7.7. Oakland County Parks Days. During the Fair each year, there shall be two days designated as "Oakland County Parks Days". The Marketing and Promotions Agreement shall include details regarding the "Oakland County Park Days" at the Fair. 5.8. Emergency Action Plan. The Springfield Oaks Emergency Action Plan will be reviewed annually by the Oakland County Emergency Response and Preparedness by June 1. 5.9. Financial Responsibilities. Except as otherwise specifically provided by in this Agreement, the Association shall be responsible for all costs and expenses incurred in the operation, set up and clean-up of the Fair. 6. License for Indoor Vehicle/Boat Storage. 6.1. Right for Indoor Storage. The Association may use the following barns for indoor storage of vehicles and boats: Rabbit Barn, Poultry Barn, Livestock Barn, Goat Barn, Horse Barn, and Miracle of Birth Barn (hereinafter "Barns"). Use of the above-listed barns, for indoor storage of vehicles and boats, shall commence and end according to the schedule set forth in Exhibit D. Page 7 of 12 Draft 05-02-16 6.2. Safety Precautions. The Association shall ensure that all non-street vehicles and boats are drained of all gas prior to storage in the Barns. The Association shall also ensure that all propane tanks are removed from the vehicles and boats prior to storage in the Barns. 6.3. Required Policies and Procedures. The Association shall implement any policies or procedures required by the County's insurance carrier regarding the storage of the vehicles and boats in the Barns. 6.4. Written Agreements. The Association shall have a written agreement with each vehicle/boat owner for the storage. The written agreement to be used with the owners of the vehicles/boats shall be annually renewed and approved by Oakland County Risk Management and Oakland County Corporation Counsel. 6.5. Insurance Certificates. Prior to storage, the Association shall obtain insurance certificates for each vehicle and/or boat stored in the Barns. The insurance certificates shall meet all requirements set forth in the agreement between the Association and owners of the vehicles/boats. 6.6. Property Damage/Loss. The Parties acknowledge and agree that the County shall not be liable or responsible for any property loss or damage resulting from fire, theft, or other means to vehicles and boats stored in or around the Barns. 7. License for Springfield Oaks Activity Center Kitchen. 7.1. Use by Association. The Association shall have exclusive use of the Springfield Oaks Activity Center Kitchen ("Kitchen"), except that OCPRC or the County may request to use the kitchen if the OCPRC/County use does not conflict with the Association use. 7.2. Licensing. Pursuant to law, the Association, at its cost, shall obtain and maintain the license for operating the Kitchen. 7.3. Kitchen Equipment/Use Repairs. Except for the sinks and ansul system, which are fixtures to the Kitchen, all equipment in the Kitchen, at the time of execution of this Agreement, including but not limited to the freezers, ovens, refrigerators, deep fryers, plates, cups, glasses, coffee makers, silverware, and baking utensils, shall be deemed the property of the Association. The County shall maintain and repair the sinks and ansul system and shall provide an annual inspection of the Kitchen; provided that the Association shall reimburse OCPRC for the costs associated with the inspection and the maintenance and repair of such equipment. OCPRC shall invoice the Association for such costs and the Association shall pay such invoice within thirty (30) days of receipt. The Association shall be responsible for the maintenance, repair, and replacement of all equipment in the Kitchen, except the• sinks and ansul system. The Association shall keep the equipment in the Kitchen in a good condition, so as not to cause damage to Kitchen, Premises, Facilities, and Park, 8. General Terms and Conditions. The telins and conditions contained in Section 8 apply equally to the entire Agreement. 8.1. Monies Owed to OCPRC. In consideration for use of the Premises, Facilities, Park, and Kitchen, the Association shall pay OCPRC the following: (1) ten percent (10%) of the gross receipts associated with vehicle parking for the Fair by September 1 st, for the year in which the Fair was held; and (2) fifteen percent (15%) of the gross receipts Page 8 of 12 Draft 05-02-16 associated with the indoor storage of vehicles and boats, on County property, by September 1 st, for the year in which the vehicles and boats were stored. 8.2. Use of Monies Paid to OCPRC. Each year the OCPRC Executive Officer or his/her designee and the Association President shall meet to discuss and create a list of capital improvement projects or major maintenance projects that are needed or may be needed at the Park. OCPRC shall approve such projects before they can be performed. If any projects or any portion of the projects on such list are approved by OCPRC, then the monies paid to OCPRC under Section 8.1 shall first be applied to pay for or defray the costs associated with the approved projects. If OCPRC does not approve any projects of the list by the end of OCPRC's fiscal year (in which they were approved), then OCPRC may use the monies paid to OCPRC under Section 8.1 in its sole discretion. 8.3. Insurance. The Association shall obtain and maintain insurance according to the specifications set forth in Exhibit E, which specifications shall be set by the County Risk Management Department or its successor department. 8.4. The Association acknowledges that it is leasing and/or using the Premises, Facilities, Park, and Kitchen "As Is" and it had an opportunity to inspect the Premises, Facilities, Park, and Kitchen. 8.5. Liability. 8.5.1. Damage to County/OCPRC Property. The Association shall be responsible for any damage to any County or OCPRC property or facility that is caused by the Association, its employees, agents, volunteers, or subcontractors on the Premises, Facilities, Park, or Kitchen, because of the Association's use of the Premises, Facilities, Park, or Kitchen. If damage occurs, OCPRC shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements; provided, however, that Association shall reimburse OCPRC the cost for repairing and/or replacing the damaged property or facilities. If the County makes a claim under its insurance policy and the claim is approved and paid, the Association's liability under this Section is capped at the amount of the County's insurance deductible and the Association shall reimburse the County for any such deductible. OCPRC shall invoice the Association for the costs under this Section and the Association shall pay the invoice within thirty (30) days of receipt. 8.5.2. Damage to Association Property. The Association shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to its personal property located, kept, or stored on the Premises, Facilities, Park, or Kitchen. 8.5.3. Third Party Claims. The Association shall be solely liable and responsible for any Claims, as defined herein, occurring at or on the Premises, Facilities, Park, or Kitchen which arise out of the acts or omissions of the Association or its employees, agents, volunteers, or subcontractors use of the Premises, Facilities Park, or Kitchen. 8.5.4. Hazardous Material/Debris. The Association shall not cause to be discharged or allow any person or entity to discharge any hazardous material, waste, or debris on any OCPRC or County property. 8.5.5. Indemnification. The Association shall indemnify, defend, and hold harmless the County, its Boards, Commissions, officials, and employees from any and all Page 9 of 12 Draft 05-02-16 Claims, as defined herein, that are incurred by or asserted against the County or its Boards, Commissions, officials, and employees by any person or entity which are alleged to have been caused by or found to arise from the acts or omissions of the Association or its employees, agents, volunteers, or subcontractors. 8,5.6. Definition of Claim. "Claim" 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, 8,6. Alterations or Improvements. The Association shall not make any alterations or improvements to or upon the Premises, Facilities, Park, or Kitchen without the prior written consent of the OCPRC Executive Officer. Any alterations or improvements made to or upon the Premises, Facilities, Park, or Kitchen shall become the sole property of OCPRC immediately upon completion, unless the OCPRC Executive Officer agrees otherwise in writing, prior to construction. Any alterations or improvements made to or upon the Premises, Facilities, Park, or Kitchen shall be perfoimed by a properly qualified contractor approved by the OCPRC Executive Officer. Alterations or improvements shall be done only during normal business hours and done in such a way as not to interfere with the use of the Premises, Facilities, Park, or Kitchen by others. Any contractor retained by the Association shall comply with MCL 129.201, et seq. Any remodeling, renovation, improvements, or other modifications to the Premises, Facilities, Park, or Kitchen by the Association will be at the Association's sole expense, unless otherwise agreed by the Parties in writing. 8.7, Signs. With prior written permission of the OCPRC Executive Officer and the local governmental entity, as applicable, the Association may attach, install, or erect signs on the interior and exterior walls of the Premises, Facilities, Park, or Kitchen as necessary for the Association's use or business at the Premises, Facilities, Park, or Kitchen, All signs on or around the Premises, Facilities, Park, or Kitchen shall comply with OCPRC Rules and Regulations and local ordinances. 8,8. Assignment. Except as otherwise expressly provided herein, the Association shall not assign, sublet or in any manner transfer this Agreement or any estate or interest therein without the prior written consent of OCPRC. 8,9. No Third-Party Beneficiaries. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties' right in this Agreement, or any other right in favor of any other person or entity, 8.10. Compliance with Laws. The Association shall comply with all federal, state, and local laws, statutes, ordinances, regulations, insurance policy requirements, and requirements applicable to its activities under this Agreement. The Association shall also comply with all OCPRC Rules and Regulations. Page 10 of 12 Draft 05-02-16 8.11. Reservation of Rights. This Agreement does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. 8.12, Binding Effect. The terms and conditions of this Agreement shall be binding and shall inure to the benefit of the Parties and their respective representatives, successors, and assigns. 8.13. Captions. Section and subsection numbers, captions, and any index to sections or subsections contained in this Agreement 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 Agreement. In this Agreement, 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. 8.14. Waiver. Waiver of any term or condition under this Agreement must be in writing and notice given pursuant to this Agreement. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 8.15. 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. 8.16. Severability. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms or conditions shall remain in full force and effect. 8,17. Notices, 8.171 To OCPRC 8.17.2. To Association 8.18. Modifications/Amendments. Any modification or amendments to this Agreement must be in writing and signed by both parties. 8.19. Governing Laws/Consent to Jurisdiction and Venue. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District 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 Agreement to enforce such judgment in any appropriate jurisdiction. 8.20. Entire Agreement, This Agreement represents the entire agreement and understanding between the Parties, This Agreement supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. Page 11 of 12 Draft 05-02-16 8.21. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all shall constitute one instrument/document. Page 12 of 12 Draft 05-02-16 EXHIBIT "A" BUILDING "E" FLOOR PLAN SPRINGFIELD OAKS COUNTY PARK • • • • • 2,±Fier°4 - 11 N n BUILDING "T FLOOR PLAN EXHIBIT B SPRINGFIELD OAKS ADMINISTRATIVE OFFICE (BUILDING E) CUSTODIAL GUIDELINES FART!: DEFINITIONS The following definitions will be considered the minimum acceptable guidelines for the custodial activities performed under this Lease. A. Wet Mopping and Scrubbing 1. The floors shall be properly prepared, thoroughly swept to remove all loose dirt and debris, gum, tar and other foreign substances. 2. Upon completion of wet mopping or scrubbing, the floor shall be clean, free of dirt, stains, spills, mars, mop marks, and properly rinsed and dry mopped to present a clean appearance. 3. All surfaces shall be dry with corners, cracks, and splice joints clean. Cove base, walls, furniture, doors, etc., shall be wiped clean to remove any streaks or splashes. 4. Germicidal disinfectant cleaner shall be used on all restroom, floors, walls, partitions, fixtures and equipment when cleaning. B. Floor Finishing and Buffing 1. Floor finish shall be applied in a thin, even coat. The number of coats applied will depend on the use and condition of the floor but in no case will less than two coats be applied. 2. At the stated frequencies, floors shall be wet mopped and buffed between regular floor finishing operations. The floor shall be properly swept free of all loose dirt prior to mopping. 3. Upon completion of wet mopping, the floor shall be clean and free of dirt, water streaks, mop marks and properly rinsed, and dry mopped to present a clean appearance. 4. All surfaces shall be dry with corners, cracks, and splice joints clean after wet mopping, 5. The floor area will be machine spray buffed to restore the gloss to the floor. Finish floor as necessary to restore floor to clean, bright appearance. Do not allow floor finish buildup at edges or corners and blend floor finish into existing floor finish leaving no demarcation line between the two. C. Stripping and Sealing 1. There shall be complete removal of all dirt, old floor finish and other substances in returning floor to its original surface. All corners, edges, cracks, splice joints and around other floor mounted appurtenances shall be completely cleaned, 2. Two thin coats of appropriate sealer shall be applied with caution to prevent streaking or bleaching of the floor surface. This application shall be applied in accordance with the manufacturer's recommendation and shall be compatible with the floor finish to be used. D. Carpet Shampooing Carpets shall be cleaned using steam-water extraction method or equivalent with water pickup capable of reducing remaining water to a minimum of 10 percent (10%) by weight moisture content. Prior to cleaning, all severe spots and stains shall be removed so as to present a unifoilli appearance after cleaning. Tenant is responsible for removing furniture prior to cleaning and replacing furniture to original location after cleaning and carpeting has dried. E. Rugs, Carpets and Upholstery 1. After vacuuming, all rugs/carpets shall be free from dust balls, dirt and other debris. All areas not reached by vacuum, shall be hand cleaned using appropriate cleaning equipment. 2. Soft upholstery shall be free of all lint, dust and other debris. Cleaning procedure shall not damage fabric or nap. F. Schedule of Carpet Cleaning 1. The schedule of carpeting cleaning will be on a semi-annual basis or an as needed basis, G. Dusting 1. Dusting residue, shall not be moved from spot to spot but removed directly from the area in which it lies by the most effective means appropriate; treated dusting cloths, hand duster or vacuum tools. 2. There shall be not dust streaks remaining on any surface, including c6rners, ledges, shelves, molding, etc. 3. There shall be no oils, spots, smudges, or residue from dusting aids on dusted surfaces. H. Damp Wiping This task consists of using a clean, damp cloth or sponge to remove all dirt spots, streaks from walls, glass or other specified surfaces, and then drying to provide a polished appearance. Furniture Upkeep 1. Desks, files, tables, cabinets, etc., shall be kept free of fingerprints, stains, smudges, etc. Chrome/stainless steel legs and edgings shall be cleaned free of marks and polished to a bright appearance. 2. Water fountains shall be disinfected with germicidal disinfectant cleaner, the chrome, stainless steel and cabinets polished to a clean, bright appearance. PART 2: SUPPLIES A. For the treatment of various types of flooring, carpeting, furniture, etc., only such materials recommended and approved by the manufacturers and the Landlord shall be used. Tenant must utilize trash receptacle bags of a type, grade, gauge, and color approved by the Landlord. B. Prior to the start of the Lease, the Tenant shall submit for approval a complete list of brand names, Michigan Safety Data Sheets (MSDS) and product number of all supplies to be used in fulfilling this Lease. An acceptable substitute shall be immediately furnished for any rejected item. C. Tenant must supply restroom supplies/chemicals: paper toweling, toilet tissue, feminine sanitary products, restroom aerosol spray, and medicated hand soap. Tenant is responsible to obtain and keep adequate supplies for the operations of Building E. PART 3: EQUIPMENT A, The Tenant will be responsible for providing all needed cleaning equipment to maintain Building E. PART 4: CUSTODIAL CLEANING TASK AND FREQUENCY SCHEDULE NOTE: THESE CLEANING GUIDELINES AND FREQUENCIES ARE SUBJECT TO THE BUILDING USE 4.1 OFFICE/CLERICAL, MEETING ROOM, AND COMMUNITY ROOM A. Daily Cleaning I. Empty and reline all wastebaskets with plastic liners. 2. Vacuum all traffic areas and any obvious soil in area. Clean and remove all spots, stains, etc. from carpeting. 3. Spot clean furniture, walls, partition glass, wall switch plates and door hardware. 4. Clean and disinfect telephones. 5. Sinks shall be cleaned and wiped free of all watermarks. 6. Clean and refill paper towel/soap dispensers. B. Weekly Cleaning 1. Vacuum all carpets thoroughly on a five-night rotation. 2. Dust and damp wipe vertical surfaces of all furniture. 3. Dust and damp wipe all ledges and windowsills. 4. Wash or polish all desktops that are cleared of work papers. 5. Spray buff resilient tile floors on a five-night rotation. 6. Clean horizontal surfaces of all furniture, ledges and windowsills. 7. Dust mop and damp mop hard surface floors. C. Monthly Cleaning 1. Vacuum upholstered furniture and cushions. Wash and dry vents and light fixtures. Pile lift if carpeted area. 2. Wash and dry exhaust/HVAC vents and light fixtures (interior and exterior). 3. Thoroughly clean interior glass. 4. Dust high ceilings including vents and walls. D. Semi-Annual Cleaning 1. Strip and refinish resilient tile floors. Apply minimum of two (2) coats of sealer and two (2) coats of floor finish. 2. Shampoo carpet. 4.2 RESTROOMS: (To Include Shower Room and Public Restroom) A. Daily Cleaning 1. Floors shall be swept and wet mopped with germicidal disinfectant cleaner including shower/restroom area. Weekly frequency during non-multi-day events (i.e.: 4-H Fair). 2. Stools, seats, and urinals shall be thoroughly washed inside and out with a germicidal disinfectant cleaner. Seat shall be left in a raised position. Washbasins shall be cleaned and wiped free of all watermarks using germicidal disinfectant cleaner. All mirrors, shelves, chrome fixtures, pipes and dispensers shall be cleaned using germicidal disinfectant cleaner and wiped dry. Special attention shall be given to floors around toilets and urinals, for elimination of odors and stains to provide a uniformly clean and sanitary appearance throughout. 3. Empty and clean all trash containers using germicidal disinfectant cleaner prior to relining with plastic liners. 4. Clean all furniture to include baby-changing equipment using germicidal disinfectant cleaner. 5. Empty and disinfect all sanitary napkin receptacles with germicidal disinfectant cleaner. Reline with wax bag. 6. Wash and wipe dry all paper dispensers using germicidal disinfectant cleaner. 7. Replenish all paper toweling, toilet tissue, feminine sanitary products and hand soap. Contractor shall replenish and maintain an adequate supply of these items at all times. 8. Dust radiators, windowsills, ledges, grills, and partitions, etc. Spot clean with germicidal disinfectant cleaner wall surfaces, partitions and doors. Splashings about lavatories and urinals shall be removed. Switch plates, door push plates and kick plates shall be maintained in a polished condition. 9. Floor traps shall be maintained free of color. B. Weekly Cleaning 1. Toilet partitions, doors, walls, sills and ledges shall be completely cleaned with a germicidal disinfectant cleaner not harmful to surface (to include shower/restroom areas). 2. Fill floor traps with water/disinfectant solution. 3. Descale toilets and urinals. C. Monthly Cleaning Machine scrub and clean floors using germicidal disinfectant cleaner (including showers D. Semi-Annual Cleaning Strip and refinish tile floors. Apply minimum of two (2) coats of sealer and two (2) coats of floor finish. 4.3 HALLWAYS, CORRIDORS, LOBBIES AND ENTRANCES A. Daily Cleaning I. Floors shall be dust mopped and wet mopped. 2. Floors to be maintained to a high gloss and uniform appearance. Obvious scuffmarks and/or floor damage to be repaired utilizing spot floor restoring or spray buff method. 3. Clean all interior and entrance glass. 4. Clean and disinfect telephones. 5. All displays, pictures, lockers and furniture to be cleaned. Vinyl furniture to be damp wiped. 6. Vacuum all rugs and carpeting. Clean and remove all spots, stains, etc., from carpeting and furniture. 7. Remove all litter and debris from exterior entrance approach. Remove all cigarette butts and debris from entranceway smoking urns. B. Weekly Cleaning Tile floors shall be wet mopped, scrubbed, refinished and spray buffed to create a uniform and high glass appearance free of any scuffmarks, abrasions, etc. B. Monthly Cleaning Vacuum upholstered furniture and cushions. C. Semi-Annual Cleaning 1. Strip and refinish all tile floors using a minimum of two (2) coats of sealer and two (2) coats of floor finish. 2. Shampoo carpet, 43 CUSTODIAL CLOSETS A. Daily Cleaning (As frequency of use dictates) 1, Empty, clean and reline all waste containers with plastic liners. 2. Dust mop and damp mop floor. 3. Clean service sinks B. Weekly Cleaning 1. Scour service sinks inside and out. 2. Spot clean walls, doors, frames, etc. 3. Wet mop with germicidal disinfectant solution. 4.6 STORAGE AREAS A. Monthly Cleaning 1. Floors to be dust mopped and damp mopped. 2. General organization B. Annual Cleaning Removal of all supplies and equipment 1. Floors to be dust mopped and damp mopped. 2. Sort and discard as needed. PART 5: MISCELLANEOUS 5.1 TRASH REMOVAL The trash is to be removed on a daily basis from the building to a dumpster/trash disposal area located at the back of the Activity Center. 5.2 BUILDING SECURITY The Tenant is responsible for securing Building E. EXHIBIT C ASSOCIATION WINTER STORAGE SCHEDULE Year Date in storage Date out storage Storage Must be completely out 2016 October 15, 2016 April 15, 2017 April 22, 2017 2017 October 16, 2017 April 16, 2018 April 23, 2018 2018 October 15, 2018 April 15, 2019 April 22, 2019 2019 October 14, 2019 April 13, 2020 April 20, 2020 2020 October 13, 2020 April 12, 2021 April 19, 2021 2021 October 12, 2021 April 11, 2022 April 18, 2022 2022 October 11, 2022 April 15, 2023 April 22, 2023 2023 October 16, 2023 April 15, 2024 April 22, 2024 2024 October 15, 2024 April 15, 2025 April 22, 2025 2025 October 14, 2025 April 14, 2026 April 21, 2026 2026 October 13, 2026 April 12, 2027 April 19, 2027 EXHIBIT I) INSURANCE REQUIREMENTS I. Insurance equirements: The Association shall procure and maintain insurance coverage according to the following specifications: a. Commercial General Liability Occurrence Form, including a) Premises and Operations, b) Products and Completed Operations, c) Personal and Advertising Injury, d) Broad Form Property Damage, e) Independent Contractors, and f) Blanket Broad Form Contractual with the following minimum limits: $3,000,000 — General Aggregate Limit other than Products/Completed Operations $1,000,000 Each Occurrence $ Included — Products/Completed Operations Aggregate Limit $ Included — Personal & Advertising Injury Limit $ 5,000 —Medical Payments — Any One Person b. Workers' Compensation with limits statutorily required by any applicable Federal or State law and Employers Liability Insurance with minimum limits of $100,000 each accident, $100,000 disease each employee, and $500,000 disease policy limit. c. Automobile Liability with minimum limit of $1,000,000 Combined Single Limit per occurrence for owned, hired and non-owned vehicles (including Michigan No-Fault as required by law). d. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. 2. General Insurance Policy Provisions: All certificates of insurance and/or insurance policies shall contain the following provisions and clauses: a. All policies of insurance shall be on a primary, non-contributory basis with any other insurance and/or self-insurance carried by the County. b. The Association and its insurance carriers agree to waive all rights of subrogation against the County of Oakland and its employees, agents, volunteers, and elected and appointed officials. c. Commercial General Liability and Automobile policies shall be endorsed to include as Additional Insured: the County of Oakland and it employees, agents, and elected and appointed officials. Page 1 of 2 d. All certificates are to provide thirty (30) days written notice of material change, non- renewal, or cancellation. Certificates of insurance must be provided no less than ten (10) working days before commencement of this Agreement. e. The insurance required of the Association is not intended to cover any tools, equipment or other personal property of the Association. This risk of loss to all personal property shall be assumed by the Association. The Association and its insurance carriers agree to waive all rights against the County for any damage or loss to its personal property. f. All insurance carriers shall be licensed and approved to do business in the State of Michigan and are subject to the approval of the County. g. The Association shall require all vendors, contractors, or sub-contractors, not covered and protected under the Association's insurance policies, to maintain insurance coverage with provisions and limits equal to those required of the Association under this Agreement and this Exhibit. Page 2 of 2 Resolution #16177 July 20, 2016 Commissioner Middleton, Acting Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (MISC. #16177) August 18, 2016 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: PARKS AND RECREATION COMMISSION — OAKLAND COUNTY 4-H ASSOCIATION AGREEMENT — SPRINGFIELD OAKS To The Oakland and County Board Of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The County of Oakland is the owner of Springfield Oaks County Park located in the Charter Township of Springfield, Oakland County. 2. The Oakland County Fair, facilitated by the Oakland County 4-H Fair Association, meets the Oakland County Parks and Recreation Commission's (OCPRC) Strategic Plan objectives in the areas of Partnerships, Special Events, and Youth Programming and supports the Michigan State University Extension's (MSUE) mission of helping people improve their lives through an educational process that applies knowledge to critical issues, needs and opportunities. 3. The resolution authorizes a five (5) year lease agreement (January 1, 2017 through December 31, 2021) with a five (5) year renewable option between Oakland County Parks and Recreation and the Oakland County 4-H Fair Association. 4. The current lease agreement will expire on December 31, 2016.. 5. In lieu of rent the Oakland County 4-H Fair Association will be responsible for the utilities including electric and gas of the following areas: the administrative building/Building E, the Ellis Barn, the rabbit barn, the Miracle of Birth, septic system, campground, fairground pit and parking lights in the field. 6. The agreement also includes that the 4-H Fair Association pay OCPRC a defined percentage of parking and storage fees based on use. 7. Corporation Counsel has reviewed and/or prepared all necessary documents related to the attached Agreement. 8. A budget amendment is not required. FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Resolution #16177 August 18, 2016 Moved by Fleming supported by Quarles the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Fleming, Gingell, Hoffman, Jackson, Kochenderfer, KowaII, Long, McGillivray, Middleton, Quarles, 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 Consent Agenda were adopted (with accompanying reports being accepted). et2_3/4 I HEREBY APPROVE THIS FIESOLUTiol: CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45.559A (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on August 18, 2016, 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 18 1h day of August, 2016. Lisa Brown, Oakland County