HomeMy WebLinkAboutResolutions - 2016.12.08 - 22713MISCELLANEOUS RESOLUTION #16336 December 8,2016
BY: Planning and Building Committee, Philip J. Weipert, Chairperson
IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION - REQUEST FOR
APPROVAL TO AMEND PROFESSIONAL SERVICES CONTRACT WITH KATHERINE'S CATERING
FOR FOOD AND BEVERAGE SERVICES
To The Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the County and E.A. Fuller Oak Management Corporation ("Oak Management") entered into a
lease dated December 14, 2006 (MR # 06245) and amended January 1, 2008 ("Lease") for food and
beverages services for Oakland County Parks and Recreation Commission ("OCPRC") facilities; and
WHEREAS the Lease provides for an expiration on December 31, 2015; and
WHEREAS the Oakland County Board of Commissioners passed Miscellaneous Resolution #06245
stating, "...no further extensions beyond December 31, 2015 shall be made to this lease without an
appropriate RFP process' and that current Oakland County Purchasing Policies would be followed; and
WHEREAS it was the recommendation of the Oakland County Parks and Recreation Commission at its
April 14, 2015 meeting, that the Oakland County Board of Commissioners approve and authorize a
license agreement and professional services contract with Katherine's Catering for the operation of the
Lyon Oaks Grill Room and Conference Center and the White Lake Oaks Conference Center and Grill
Room for a five-year contract beginning January 1, 2016, with two optional five-year extensions at the
Oakland County Parks and Recreation Commission's sole discretion; and
WHEREAS the first year of operation at the facilities proved that the existing model was not feasible, and
at subsequent meetings among Katherine's Catering Oakland County LLC, and OCPR staff, and Park
Commissioners it was determined that splitting the grill room operation and conference center operation
would provide the best and highest level of service to our guests and residents; and
WHEREAS an amendment was developed for the current contract to allow Oakland County Parks and
Recreation to operate the grill rooms and Katherine's Catering Oakland County LLC to provide the food
and beverage service for conference center; and
WHEREAS the Oakland County Parks and Recreation Commission hereby recommends that the
Oakland County Board of Commissioners approve the attached amendment to the Katherine's Catering
Oakland County LLC contract that expires December 31, 2017.
WHEREAS the Oakland County Parks and Recreation Commission directed staff, at a special Park
Commission meeting, to prepare and release and request for proposal (RFP) for a new conference center
food and beverage caterer for 2018.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
and authorizes the attached amendment to the professional services contract with Katherine's Catering
Oakland County LLC for the operation of the Lyon Oaks Conference Center and the White Lake Oaks
Conference Center contract that expires December 31, 2017.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or
designee to execute the attached amendment to the professional services contract with Katherine's
Catering Oakland County LLC.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing
resolution.
PLANNING AND BUILDING COMM! ...-•\.
PLANNING AND BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Motion to refer to the Finance Committee carried on a voice vote.
MISCELLANEOUS RESOLUTION
IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION - REQUEST FOR
APPROVAL TO AMEND PROFESSIONAL SERVICES CONTRACT WITH KATHERINE'S CATERING
FOR FOOD AND BEVERAGE SERVICES
To The Oakland County Parks and Recreation Commission,
Chairperson, Ladies and Gentlemen:
WHEREAS the County and E.A. Fuller Oak Management Corporation ("Oak Management") entered into a
lease dated December 14, 2006 (MR # 06245) and amended January 1, 2008 ("Lease") for food and
beverages services for Oakland County Parks and Recreation Commission ("OCPRC") facilities; and
WHEREAS the Lease provides for an expiration on December 31, 2015; and
WHEREAS the Oakland County Board of Commissioners passed Miscellaneous Resolution #06245
stating, ".,. no further extensions beyond December 31, 2015 shall be made to this lease without an
appropriate RFP process' and that current Oakland County Purchasing Policies would be followed; and
WHEREAS it was the recommendation of the Oakland County Parks and Recreation Commission at their
April 14, 2015 that the Oakland County Board of Commissioners approve and authorize a license
agreement and professional services contract with Katherine's Catering for the operation of the Lyon
Oaks Grill Room and Conference Center and the White Lake Oaks Conference Center and Grill Room for
a five-year contract beginning January 1, 2016, with two optional five-year extensions at the Oakland
County Parks and Recreation Commission's sole discretion; and
WHEREAS the first year of operation at the facilities proved that the existing model was not feasible, and
at subsequent meetings among Katherine's Catering Oakland County LLC, and OCPR staff, and Park
Commissioners it was determined that splitting the grill room operation and conference center operation
would provide the best and highest level of service to our guests and residents; and
WHEREAS an amendment was developed for the current contract to allow Oakland County Parks and
Recreation to operate the grill rooms and Katherine's Catering Oakland County LLC to provide the food
and beverage service for conference center; and
WHEREAS the Oakland County Parks and Recreation Commission determined that it was in the best
interest of the guests and residents to go out for competitive bid for a new conference center food and
beverage caterer for Lyon Oaks Conference Center and White Lake Oaks Conference Center for 2018.
RESOLVED the Oakland County Parks and Recreation Commission directs staff to prepare and release
and request for proposal (RFP) for a new conference center food and beverage caterer for Lyon Oaks
Conference Center and White Lake Oaks Conference Center for 2018, pursuant to Oakland County
Purchasing policies and procedures; and
NOW THEREFORE BE IT RESOLVED that the Oakland County Parks and Recreation Commission
approves the attached amendment to the professional services contract with Katherine's Catering
Oakland County LLC for the operation of the Lyon Oaks Conference Center and the White Lake Oaks
Conference Center contract that expires December 31, 2017.
BE IT FURTHER RESOLVED that the Oakland County Parks and Recreation Commission hereby
recommends the Oakland County Board of Commissioners approve and authorize the attached
amendment to the professional services contract with Katherine's Catering Oakland County LLC for the
operation of the Lyon Oaks Conference Center and the White Lake Oaks Conference Center contract that
expires December 31, 2017.
Date:
Moved by:
Supported by:
Ayes: ,
Nays:
November 30, 2016
Mr. McGillivray
Mr. Scott
Baumhart, Fisher, Fowkes, Kostin,
,Long, McGillivray, Potts, Scott,
VanderVeen (9)
(0)
Motion carried on a unanimous voice vote,
OAKLAND COUNTY COMPLIANCE OFFICE
PURCHASING DIVISION
LICENSE AND PROFESSIONAL SERVICES CONTRACT
PROFESSIONAL SERVICE CONTRACT NUMBER:
Contract Amount: $ 20,000.00
Contract Effective Date: 10/01/2016
Contract Expiration Date: 12/31/2017
This "Contract" is made between the COUNTY OF OAKLAND, a Michigan Constitutional
Corporation, hereinafter called "County" and "Contractor" as further described in the following
Table. This Contract includes the license of County-owned real and personal property to
Contractor and the provision of professional services by Contractor as further described herein. In
this Contract, either Contractor or the County may also be referred to individually as a "Party" or
jointly as the "Parties".
COUNTY OF OAKLAND
2100 Pontiac Lake Road
Waterford, MI 48328
(herein, the "County")
CONTRACTOR
Katherine's Catering Oakland County, LLC
359 Metty Drive, Suite 4
Arm Arbor, MI 48103
Vendor I. D. No. 19604
(herein the "Contractor")
INTRODUCTION
A. The County owns and operates the following two (2) facilities, which are further described
and depicted herein:
)=. Lyon Oaks Conference Center & Grill Room
White Lake Oaks Conference Center & Grill Room
B. The foregoing facilities have various food and beverage operations designed for use by the
general public and designed to provide a means of recreation in Oakland County.
C. The County desires to license these facilities to Contractor and grant it the exclusive right to
provide food and beverage services at the facilities.
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This Contract is organized and divided into the following "Section" or "Sections" for the
convenience of the Parties.
SECTION I. CONTRACT DOCUMENTS AND DEFINITIONS
SECTION 2. CONTRACT EFFECTIVE DATE AND TERMINATION
SECTION 3. SCOPE OF CONTRACTOR'S SERVICES
SECTION 4. USE OF COUNTY FACILITIES AND PROPERTY
SECTION 5. PAYMENT OBLIGATIONS
SECTION 6. CONTRACTOR'S ASSURANCES AND WARRANTIES
SECTION 7. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
SECTION 8. GENERAL TERMS AND CONDITIONS
In consideration of the mutual promises, obligations, representations, and assurances in this
Contract, the Parties agree to the following:
§1. CONTRACT DOCUMENTS AND DEFINITIONS
The following words and expressions when printed with the first letter capitalized as shown
herein, whether used in the singular or plural, possessive or non-possessive, and/or either
within or without quotation marks, shall be defined and interpreted as follows:
1.1. "Claims" means any 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 a Party or for which a Party may
become legally or contractually obligated to pay or defend against, whether
commenced or threatened, including, but not limited to, reimbursement for
reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court
costs, investigation expenses, litigation expenses, or amounts paid in settlement.
1.2. "Contract Documents" This Contract includes and fidly incorporates herein all of
the following documents:
1.2.1. Exhibit I: Contractor Insurance Requirements
1.2.2. Exhibit II: Scope of Contractor's Services & Parties Responsibilities
1.2.3. Exhibit III: Description and Depiction of Facilities
1.2.4. Exhibit IV: Description of County Personal Property
1.2.5. Exhibit V: Servicemark
1.3. "Contractor Employee" means without limitation, any employees, officers,
directors, members, managers, trustees, volunteers, attorneys, and representatives of
Contractor, and also includes any Contractor licensees, concessionaires, contractors,
subcontractors, independent contractors, contractor's suppliers, subsidiaries, joint
ventures or partners, and/or any such persons, successors or predecessors,
employees, (whether such persons act or acted in their personal, representative or
official capacities), and/or any and all persons acting by, through, under, or in
concert with any of the above. "Contractor Employee" shall also include any
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person who was a Contractor Employee at any time during the term of this Contract
but, for any reason, is no longer employed, appointed, or elected in that capacity.
1.4. "County" means the County of Oakland, a Municipal and Constitutional
Corporation, its departments, divisions, authorities, boards, committees, and County
Agent as defined below.
1.5. "County Agent" means any elected and appointed officials; directors; board
members; council members; commissioners; employees; and volunteers of the
County; whether acting in their personal, representative, or official capacities.
"County Agent" shall also include any person who was a "County Agent" anytime
during the term of this Contract but, for any reason, is no longer employed,
appointed, or elected and in that capacity.
1.6. "Day" means any calendar day, which shall begin at 12:00:01 a.m. and end at
11:59:59 p.m.
1.7. "E-Verify" means an Internet based system operated by the Department of
Homeland Security (DHS) in partnership with the Social Security Administration
(SSA) that allows participating employers to electronically verify the employment
eligibility of their new hired employees. For more information and to register visit
https://e-verify.uscis.gov/enroll/.
1.8. "Event" means a function, gathering, meeting, party, wedding, or other assembly of
persons or entities at or around the Facilities.
1.9. "Facilities" means the real property, buildings, kitchens, common areas, and the
parking lots for the following buildings, which are further described and depicted in
Exhibit III:
1.9.1. Lyon Oaks Conference Center and Grill Room
1.9.2. White Lake Oaks Conference Center and Grill Room
1.10. "Fiscal Year" means the three hundred and sixty-five (365) day period beginning on
October 1 and ending the following year on September 30; except for the first year
of this Contract when the fiscal year shall begin on January 1, 2016 and end on
September 30, 2016.
1.11. "Gross Revenue/Receipts" means the total dollar aggregate of the selling price for
all food and beverage (alcoholic and non-alcoholic) sales provided by Contractor
and Contractor Employees at the Facilities, excluding only taxes and gratuity
(which is voluntarily paid by customers to Contractor), whether made by cash,
check, credit card, credit account, exchange, coupon redemption, or other value.
1.12. "Intellectual Property" means any developments, improvements, designs,
innovation, and materials that may be the subject of a trademark/servicemark,
copyright or patent, trade secrets or Proprietary Infoimation.
1.13. "Oakland County Parks and Recreation Commission" or "OCPRC" means the
county parks and recreation commission created by the county board of
commissioners pursuant to Public Act 261 of 1965.
1.14. "Property" means the real property and personal property owned by the County
which is listed, described, and depicted in Exhibit III and IV.
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1.15. "Proprietary Information" means ideas, concepts, inventions and processes related
to the development and operation of computer software and systems such as source
code, object code, security procedures and passwords.
1.16. "Services" means the purchase, preparation, transportation, and service of food and
beverages (alcoholic and non-alcoholic) by Contractor or Contractor Employees;
clean-up after Events; rental of linens, tableware, glassware, paper ware,
decorations, tables, chairs, special equipment and inflatables provided by or through
Contractor or Contractor Employees; valet services provided by or through
Contractor or Contractor Employees; and coat-check services provided by or
through Contractor or Contractor Employees,
§2. CONTRACT EFFECTIVE DATE AND TERMINATION
2.1. Contract Term. The "Effective Date" of this Contract shall be as stated on the
first page of this Contract, and unless otherwise terminated or canceled as
provided herein, it shall end at 11:59:59 p.m. on the "Contract Expiration Date"
shown on the first page of this Contract, at which time this Contract expires
without any further act or notice of either Party being required.
2.2. Contract Renewal. There shall be no further renewals or extensions of this
Contract beyond the Contract Expiration Date.
2.3. Legal Effect. Notwithstanding the above, under no circumstances shall this
Contract be effective until and unless:
2.3.1. This Contract is signed by a Contractor Employee, legally authorized to
bind Contractor;
2.3.2. All Contractor Certificates of Insurance and any other conditions precedent
to the Contract have been submitted and accepted by the County; and
2.3.3. This Contract is signed by an authorized agent of the Oakland County
Purchasing Division, as provided for on the signature page of this Contract.
2.4. County Termination. The County may terminate and/or cancel this Contract
(or any part thereof) at any time upon one hundred and eighty (180) days
written notice to Contractor, if Contractor defaults in any obligation contained
herein and within the one hundred and eighty (180) day notice period
Contractor failed or did not cure such default. The effective date for
termination or cancellation shall be clearly stated in the written notice.
2.5. Contractor Termination. Contractor may terminate and/or cancel this Contract
(or any part thereof) at any time upon one hundred and eighty (180) days
written notice to the County, if the County defaults in any obligation contained
herein and within the one hundred and eighty (180) day notice period the
County failed or did not cure such default. The effective date of termination
and/or cancellation and the specific alleged default shall be clearly stated in the
written notice.
2.6. Payment of Fees Upon Termination. In the event of termination and/or
cancellation of this Contract by either Party for any reason, Contractor shall
pay the County all fees as set forth herein until the effective date of
termination, unless mutually agreed upon payments arrangement are made, in
writing, between the Parties.
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2.7. Use of Facility Upon Termination. Upon termination and/or cancellation of
this Contract, Contractor's use of County Property shall cease as of the
effective date of tetmination, this shall include at the sole option of the County,
cancellation of all Events Contractor scheduled at the Facilities after the
effective date of termination.
2.8. Future Losses and Damages Upon Termination. Under no circumstances shall
the County be liable for any future loss of income, profits, any consequential
damages or any loss of business opportunities, revenues, or any other economic
benefit Contractor may have realized but for the termination and/or
cancellation of this Contract. The County shall not be obligated to pay
Contractor any cancellation or termination fee if this Contract is cancelled or
terminated as provided herein.
§3. SCOPE OF CONTRACTOR'S SERVICES
3.1. Perfotinance of Services. Contractor shall perform all services identified and
described in this Contract and the Exhibits.
3.2. Responsibilities of the Parties. Contractor and the County, through OCPRC,
shall perform all responsibilities as listed and described in this Contract and
Exhibits.
3.3. Equipment and Supplies. Contractor is responsible for providing the
equipment and supplies to deliver and perform the Services required by this
Contract, which are not expressly required to be provided by the County
herein.
§4. USE OF COUNTY FACILITIES AND PROPERTY
4.1. Access to Facilities. Contractor may use and have access to the Facilities
described and depicted in Exhibit H and Exhibit III, provided, however,
Contractor shall in no way be involved in the operation and maintenance of the
golf courses and Grill Rooms at the Facilities.
4.2. Storage of Contractor's Personal Property. Contractor may store its personal
property at the Facilities in the spaces designated in Exhibit
4.3. County Personal Property. Contractor may use the County's personal property,
which may or may not be affixed to the Facilities, that is listed in Exhibit IV.
All personal property listed in Exhibit IV (whether it is affixed or not affixed to
the Facilities) is deemed to be the personal property of the County.
4.4. Use of Facilities. Contractor shall only use the Facilities and the personal
property listed in Exhibit III and IV for the purpose of providing Services,
pursuant to this Contract, at the Facilities.
4.5. County Access. The County may access the Facilities at any time for the
purpose of examining and inspecting the Facilities and evaluating the Services
provided pursuant to this Contract. If the County determines that the Facilities
are not maintained pursuant to this Contract or Services are not provided
pursuant to this Contract, it shall immediately notify Contractor in writing to
correct the unsatisfactory conditions or Services. Contractor shall take
immediate steps to correct such conditions or Services.
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4.6. Signs. Contractor shall not place any signs or advertisements on the Facilities
without the prior written consent of the OCPRC Executive Officer or his/her
designee.
4.7. Conditions of Facilities. Contractor shall keep the Facilities and anything
stored thereon in good order and in a clean, safe, and healthful condition as
required by this Contract and as required by federal, state or local law, rule,
regulation or ordinance.
4.8. Alterations, Additions, or Changes to Facilities. Except as otherwise provided
in this Contract, Contractor shall not make any structural alterations, additions,
or changes to the Facilities, unless prior written approval is given by OCPRC
Executive Officer or his/her designee.
4.9. Removal of Personal Property. At the expiration or teilnination of this
Contract, Contractor shall leave the Facilities in the same condition that
Contractor found them, less ordinary wear and tear, and clean of all rubbish.
Contractor shall remove all of its personal property within thirty (30) days of
expiration or termination of this Contract. If Contractor does not remove its
personal property within the thirty (30) day period, the County shall dispose of
it as it sees fit. Upon receipt of an invoice from the County, Contractor shall
reimburse the County for all costs associated with the removal and disposal of
Contractor's personal property.
4.10. Damage/Destruction of Facilities or County Propert .
4.10.1. If any damage or destruction occurs to the Facilities or other County-owned
property, Contractor shall notify the County immediately.
4.10.2. Contractor shall be responsible for any damage or destruction to the
Facilities or other County-owned property, which arise out of the acts or
omissions of Contractor or Contractor Employees.
4.10.3. The County shall make the necessary repairs and/or replacements or cause a
third party to make the necessary repairs or replacements to the Facilities or
other County-owned property, provided, however, that Contractor shall
reimburse the County for all costs associated with repairing and/or replacing
the Facilities or other County owned property (which costs arise out of the
acts or omissions of Contractor or Contractor Employees). Contractor shall
pay such costs within fourteen (14) days of receiving an itemized invoice
from the County; unless the County makes a claim for such damage or
destruction under its property insurance and it is covered and paid for by the
County's property insurance, in which case Contractor shall reimburse the
County for any deductible the County must pay in connection with the
damage or destruction.
4.10.4. In the event, any Facility is partially damaged or destroyed by fire or other
casualty, the damage to such Facility shall be promptly repaired or rebuilt by
the County and this Contract shall continue, except that if any Facility is
damaged or destroyed by fire or other casualty to such a degree that it would
prevent the Contractor from providing the Services as required by this
Contract (in the County's reasonable discretion), then the County may elect
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to either repair or rebuild such Facility or to terminate the portion of this
Contract as it relates to the particular Facility damaged or destroyed, by
giving written notice to Contractor within thirty (30) days after the
occurrence of such damage or destruction. Contractor will have thirty (30)
days from the date of the notice to vacate such Facility.
4.10.5. While a Facility is being repaired or rebuilt the Food and Beverage Fee
owed by Contractor shall be waived. If any Facility is damaged or
destroyed to such a degree that it would prevent Contractor from providing
Services as required by this Contract (in the County's reasonable discretion),
then Contractor may elect to remain at the Facility or to vacate the Facility,
without further liability to the County.
4.11. Damage to Contractor Property. Contractor shall be solely liable and
responsible for any loss or damage resulting from fire, theft or other means to
Contractor's personal property located, kept, or stored on or around the
Facilities during this Contract.
4.12. Liability for Claims. Contractor shall be solely liable and responsible for any
Claims, occurring at or around the Facilities, which arise out of Contractor's or
Contractor's Employees use of the Facilities or performance of Services under
this Contract.
4.13. No Title in Facilities. Contractor acknowledges that it has no title in or to the
Facilities or any portion thereof and will not claim any such title to the
Facilities.
4.14. Eminent Domain. If any number of Facilities are entirely taken by any public
authority under the power of eminent domain, then this Contract shall be
terminated on the day the public authority takes possession of such
Facility(ies). If less than the whole, but more than thirty-five percent (35%) of
a Facility is taken by any public authority under the power of eminent domain,
then either Party may terminate this Contract, as it relates to the specific
Facility only, upon thirty (30) days written notice to the other Party. In the
event neither Party elects to terminate this Contract, this Contract shall
terminate on the date the public authority takes possession of a specific
Facility. Neither Party shall have any future liability or obligation under this
Contract, if it is terminated under this Section.
4.15. Alcoholic Beverages.
4.15.1. Alcoholic beverages may be sold, provided and served only by Contractor
and Contractor Employees at the Facilities as part of the Services provided
under this Contract.
4.15.2. The liquor licenses from the State of Michigan for the Facilities shall be
held by the County and Contractor as co-licensees.
4.15.3. The County shall be responsible for obtaining and maintaining the liquor
licenses for the Facilities, including paying all costs and fees associated
with obtaining and maintaining the liquor licenses and hiring and paying
for the attorneys to assist with licensing from the State of Michigan.
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4.15.4. Contractor and Contractor Employees shall be responsible for operating
the Facilities in strict accordance with the Michigan Liquor Control Code,
as amended and all rules and regulations promulgated thereunder ("the
Code").
4.15.5. The County and Contractor expressly acknowledge and confinll their joint
responsibilities pursuant to the provisions of the Code for any and all
violations under the Code at the Facilities, which may arise through acts or
omissions of the County or Contractor or Contractor Employees.
4.15.6. Except as stated herein, Contractor or Contractor Employees shall have no
right or interest in the liquor licenses for the Facilities.
4.15.7. Upon termination and/or cancellation of this Contract, or termination
and/or cancellation of a portion of this Contract affecting a liquor license,
all rights of Contractor as co-licensee for the Facilities or a Facility shall
terminate automatically, subject only to the approval of the Michigan
Liquor Control Commission. Contractor and Contractor Employees agree
to cooperate in all matters necessary to cause a transfer of its interest to the
County, including the execution of all documents and fauns required by
the Michigan Liquor Control Commission.
4.15.8. Only Contractor and Contractor Employees may serve alcoholic beverages
at the Facilities. All persons serving alcoholic beverages must be trained
and certified as required by the Code.
§5. PAYMENT OBLIGATIONS
5.1. Food and Beverage Fee. Contractor shall pay the County ten percent (10%) of
the Gross Receipts/Revenue for each Facility per month as a "Food and
Beverage Fee" beginning October 1, 2016. This Food and Beverage Fee is
also due and payable for Gross Receipts/Revenue from Events booked/reserved
prior to October 1, 2016, but executed on or after October 1, 2016.
5.2. Due Date. The Food and Beverage Fee is due and payable on the 20 th calendar
day of each month for the previous month's Gross Receipts/Revenues at each
Facility.
5.3. Place of Payment. All costs and fees due to the County herein shall be payable
to the "County of Oakland" and sent to: Oakland County Parks and
Recreation, Attention: Executive Officer, 2800 Watkins Lake Road, Waterford
MI 48328.
5.4. Late Charge. If the County does not receive the fees, or any other sum owed
by Contractor under this Contract within five (5) days of its due date,
Contractor shall pay the County a late charge equal to ten percent (10%) of any
such overdue amount. Such late charge represents a fair and reasonable
estimate of the costs the County will incur by reason of late payment by the
County. Acceptance of such late charge by the County shall in no event
constitute a waiver of Contractor's default with respect to such overdue
amount, nor prevent the County from exercising any of its other rights and
remedies.
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5.5. Costs, Fees, & Fines. Under no circumstances shall the County be responsible
for any cost, fee, fine, penalty, or direct, indirect, special, incidental or
consequential damages incurred or suffered by Contractor in connection with
or resulting from Contractor's providing Services under this Contract.
5.6. Off-Set. The County has the right to offset any amounts due and owing to
Contractor should the County incur any cost associated with this Contract that
is the obligation of Contractor under this Contract.
5.7. In-Kind Services. This Contract does not authorize any in-kind services by
either Party, unless expressly provided herein.
5.8. Outstanding Fees/Costs. Contractor owes the County/OCPRC $37,286.40 for
outstanding utility costs, which are past due. Contractor shall make monthly
payments of eight hundred dollars ($800.00) toward these outstanding utility
costs. This monthly payment is due on the 2O" calendarday of each month,
beginning January 20, 2017. When this Contract expires or is terminated, the
remaining outstanding utility costs are due and payable to the County/OCPRC
on the date of Contract termination or expiration, unless mutually agreed upon
payments arrangement are made, in writing, between the Parties.
§6. CONTRACTOR'S ASSURANCES AND WARRANTIES
6.1. Contractor Certification. Contractor certifies that all statements, assurances,
records, and materials submitted to County in connection with securing this
Contract have been truthful, complete and accurate in all respects. Any
material false statement, representation or omission made in connection with
Contractor seeking or obtaining this Contract may be grounds for canceling or
terminating this Contract and/or debarring Contractor from future County
contracts. The County's right to cancel this Contract as provided herein shall
be in addition to any other rights the County has to teiminate or cancel this
Contract.
6.2. Service Warranty. Contractor warrants that all Services performed hereunder
will be performed in a manner that complies with all applicable laws, statutes,
regulations, ordinances, and professional standards.
6.3. Taxes. Contractor shall pay, its local, state and federal taxes, including without
limitation, taxes (real or personal) because of this Contract, social security
taxes, and unemployment compensation taxes. The County shall not be liable
to or required to reimburse Contractor for any federal, state and local taxes or
fees of any kind
6.4. Contractor's Incidental Expenses. Except as otherwise expressly provided in
this Contract, Contractor shall be solely responsible and liable for all costs and
expenses incident to the performance of all Services for the County including,
but not limited to, any professional dues, association fees, license fees
(excluding any liquor license acquisition or maintenance fees), fines, taxes, and
penalties.
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6.5. E-Verify.
6.5.1. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes,
July 30, 2009, pp. 37-38), unless otherwise exempted, beginning January 1,
2016 and throughout the term of this Contract, Contractor must certify it has
registered with, will participate in, and will continue to utilize, once
registered, the E-Verify Program (or any successor program implemented by
the federal government or its departments Of agencies) to verify the work
authorization status of all newly hired employees employed by Contractor.
Breach of this term or conditions is considered a material breach of this
Contract.
6.5.2. Contractor certifies it has registered with, has and will participate in, and
does and will continue to utilize once registered and throughout the term of
this Contract and any permissible extension hereof, the E-Verify Program
(or any successor program implemented by the federal government or its
departments or agencies) to verify the work authorization status of all newly
hired employees employed by Contractor.
6.6. Contractor Employees.
6.6.1. Contractor shall employ and assign qualified Contractor Employees as
necessary and appropriate to provide the Services under this Contract.
Contractor shall ensure all Contractor Employees have all the necessary
knowledge, skill, and qualifications necessary to perform the required
Services and possess any necessary licenses, permits, certificates, and
governmental authorizations as may be required by law.
6.6.2. Contractor shall solely control, direct, and supervise all Contractor
Employees with respect to all Contractor obligations under this Contract.
Contractor will be solely responsible for and fully liable for the conduct and
supervision of any Contractor Employee.
6.6.3. All Contractor Employees assigned to work under this Contract may, at the
County's discretion, be subject to a security check and clearance by the
County.
6.6.4. All newly hired Contractor Employees, unless otherwise excluded under
Misc. Resolution No. 09116, must undergo employment eligibility
verification through the E-Verify system. Failure to verify newly hired
employees is a material breach of this Contract.
6.7. Contractor Employee-Related Expenses. All Contractor Employees shall be
employed at Contractor's sole expense (including employment-related taxes
and insurance). Contractor warrants that all Contractor Employees shall fully
comply with and adhere to all of the temis of this Contract. Contractor shall be
solely and completely liable for any and all applicable Contractor Employee's
federal, state, or local payment withholdings or contributions and/or any and all
Contractor Employee related pension or welfare benefits plan contribution
under federal or state law. Contractor shall indemnify and hold the County
harmless for all Claims against the County by any Contractor Employee,
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arising out of any contract for hire or employer-employee relationship between
Contractor and any Contractor Employee, including, but not limited to,
Worker's Compensation, disability pay or other insurance of any kind.
6.8. Full Knowledge of Service Expectations and Attendant Circumstances.
Contractor warrants that before submitting its Proposal and/or entering into this
Contract, it had a full opportunity to review the proposed Services and all
County requirements under this Contract. Contractor is responsible for being
adequately and properly prepared to execute this Contract. Contractor has
satisfied itself in all material respects that it will be able to perform all
obligations under the Contract as specified herein,
6.9. Contractor's Relationship To The County Is That Of An Independent
Contractor. Nothing in this Contract is intended to establish an employer-
employee relationship between the County and either Contractor or any
Contractor Employee. All Contractor Employees assigned to provide Services
under this Contract by Contractor shall, in all cases, be deemed employees of
Contractor and not employees, agents or sub-contractors of the County.
6.10. Contractor's Compliance with the Patient Protection and Affordable Care Act.
If Contractor is subject to the Patient Protection and Affordable Care Act
(ACA"), PL 111-148, 124 Stat 119, then Contractor shall ensure that all
Contractor Employees under assignment to the County are provided with or
have access to insurance as required by the ACA. If Contractor is subject to
the ACA, Contractor warrants it offers Contractor Employees and their
dependents group health coverage that is affordable, that provides minimum
essential coverage and value and that it will pay all applicable fees, taxes or
fines, as set forth in the employer mandates of the ACA under Tax Code
§4980H and related regulations.
§7. CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION
7.1. Indemnification.
7.1.1. Contractor shall indemnify, defend, and hold the County harmless from
any and all Claims which are incurred by or asserted against the County
by any person or entity, alleged to have been caused or found to arise,
from the acts, performances, errors, or omissions of Contractor or
Contractor's Employees, including, without limitation, all Claims
relating to injury or death of any person or damage to any property.
7.1.2. The indemnification rights contained in this Contract are in excess and
over and above any valid and collectible insurance rights/policies.
During the term of this Contract, if the validity or collectability of
Contractor's insurance is disputed by the insurance company, Contractor
shall indemnify the County for all claims asserted against the County
and if the insurance company prevails, Contractor shall indemnify the
County for uncollectable accounts.
7.1.3. Contractor shall have no rights against the County for any
indemnification (e.g., contractual, equitable, or by implication),
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contribution, subrogation, and/or any other right to be reimbursed by the
County except as expressly provided herein.
7.1.4. Contractor waives and releases all actions, liabilities, loss and damage
including any subrogated rights it may have against the County based
upon any Claim brought against the County suffered by a Contractor
Employee.
7.2. Contractor Provided Insurance. At all times during this Contract, Contractor
shall obtain and maintain insurance according to the specifications indicated in
Exhibit I.
7.3. County Provided Insurance. Upon the execution of the Contract by both
Parties, the County shall obtain and maintain a liquor liability insurance policy
naming the "County of Oakland and the Oakland County Parks and Recreation
Commission and Katherine's Catering Oakland County, LLC" as named
insureds and as required by the Michigan Liquor Control Code.
7.3.1. Liquor Liability Insurance Policy Premium. For the time period while this
Contract is in effect, Contractor shall reimburse the County half of the cost
of the premium for the liquor liability insurance policy. Such
reimbursement shall be due and payable to the County thirty (30) calendar
days from receipt of an invoice from the County.
7.3.2. Liquor Liability Insurance Policy Deductible. If a Claim covered under the
liquor liability policy arises from the acts, performances, errors, or
omissions of Contractor or Contractor Employees, then Contractor shall be
solely responsible for payment of the liquor liability policy deductible. If a
Claim covered under the liquor liability policy arises from the acts,
performances, errors, or omissions of the County or a County Agent, then
the County shall be solely responsible for payment of the liquor liability
policy deductible. If a Claim covered under the liquor liability policy arises
from the acts, performances, errors, or omissions of Contractor or
Contractor Employees and the County or a County Agent, then Contractor
and the County shall each be responsible for fifty percent (50%) of the
liquor liability policy deductible.
§8. GENERAL TERMS AND CONDITIONS
8.1. Cumulative Remedies. A Party's exercise of any remedy shall not preclude the
exercise of any other remedies, all of which shall be cumulative. A Party shall
have the right, in its sole discretion, to determine which remedies are to be
exercised and in which order.
8.2. Survival of Tetins and Conditions. The teitus and conditions contained in the
following Sections shall survive and continue in full force beyond the
termination and/or cancellation of this Contract (or any part thereof) until the
terms and conditions are fully satisfied or expire by their very nature:
"PAYMENT OBLIGATIONS";
"CONTRACTORS ASSURANCES AND WARRANTIES";
"CONTRACTOR PROVIDED INSURANCE AND INDEMNIFICATION";
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"Damage/Destruction of Facilities or County Property";
"Audit";
"Severability";
"Governing Law/Consent To Jurisdiction And Venue"; and
"Survival of Terms And Conditions".
8.3. County Right to Suspend Services. Upon written notice, the County may
suspend performance of this Contract if Contractor has failed to comply with
Federal, State, or Local laws, or any requirements contained in this Contract.
The right to suspend services is in addition to the County's right to terminate
and/or cancel this Contract. The County shall incur no penalty, expense, or
liability to Contractor if the County suspends services under this Section.
8.4. No Third Party Beneficiaries. Except as provided for the benefit of the Parties,
this Contract does not and is not intended to create any obligation, duty,
promise, contractual right or benefit, right to be indemnified, right to be
subrogated to the Parties' rights in this Contract, or any other right in favor of
any other person or entity.
8.5. Compliance with Laws. Contractor shall comply with all federal, state, and
local laws, statutes, ordinances, regulations, rules, insurance policy
requirements, and requirements applicable to its activities under this Contract,
including but not limited to the Michigan Liquor Control Code, as amended,
and all regulations and rules promulgated thereunder.
8.6. Permits and Licenses. Except for liquor licenses from the Michigan Liquor
Control Commission, Contractor shall be responsible for obtaining,
maintaining, and paying for all licenses, permits, certificates, and governmental
authorizations necessary to perfomi its obligations under this Contract and to
conduct business under this Contract. Within seven (7) days of request by the
County, Contractor shall furnish copies of any permit, license, certificate or
governmental authorizations necessary to provide services under this Contract;
except that, within seven (7) days of receipt, Contractor shall provide copies of
all Health Inspection Reports and any subsequent enforcement actions by the
County Health Department to the OCPRC Executive Officer. Each Party shall
be responsible for obtaining and maintaining its licenses for the kitchens from
the Oakland County Health Department.
8.7. Discrimination. Contractor shall not discriminate against any employee or
applicant for employment in violation of state or federal law. Contractor shall
promptly notify the County of any complaint or charge filed and/or of any
determination by any court or administrative agency of illegal discrimination
by Contractor.
8.8. Reservation of Rights. This Contract does not, and is not intended to impair,
divest, delegate, or contravene any constitutional, statutory, and/or other legal
right, privilege, power, obligation, duty, or immunity of the County.
8.9. Force Majeure. Notwithstanding any other term or condition of this Contract,
neither Party shall be liable for failure to perform contractual duties or
obligations caused by events beyond their reasonable control, including but not
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limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism;
(d) war; (e) insurrection or riot; (1) natural disasters; (g) strikes, lockouts, work
stoppages, or other labor difficulties; or (h) compliance with law. Reasonable
notice shall be given to the affected Party of such event. Contractor is
expected, through insurance or alternative temporary or emergency service
arrangements, to continue its contractual duties or obligations if a reasonably
anticipated, insurable business risk, such as business interruption or any
insurable casualty or loss occurs.
8.10. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended
(MCL 15.321, et seq.), no contracts shall be entered into between the County,
including all agencies and departments thereof, and any County Agent. To
avoid any real or perceived conflict of interest, Contractor shall identify any
Contractor Employee or relative of Contractor's Employees who are presently
employed by the County. Contractor shall give the County notice if there are
any County Agents or relatives of County Agents who are presently employed
by Contractor.
8.11. Project Managers. Each Party shall designate an employee or agent to act as a
Project Manager. The Project Managers shall serve as a contact point for all
matters related to the Services to be performed under this Contract. The
Contractor's Project Manager shall coordinate with the County's Project
Manager. Contractor shall provide the name and qualifications of its Project
Manager and an alternate.
8.12. Contract Administrator. Each Party shall designate an employee or agent to act
as Contract Administrator. The County's Contract Administrator shall be
responsible for such activities as monitoring deliverables and funding
addressing the quality of Services provided by Contractor, reviewing invoices
and submitting requests to the County's procurement authority for any contract
modification.
8.13. Dispute Resolution. All disputes arising under or relating to the execution,
interpretation, performance, or nonperformance of this Contract involving or
affecting the Parties may first be submitted to the respective Project Managers
and Contract Administrators for possible resolution. The Project Managers and
Contract Administrators may promptly meet and confer in an effort to resolve
such dispute. If the Project Managers cannot resolve the dispute in five (5)
business days, the dispute may be submitted to the signatories of this Contract
or their successors in office. The signatories of this Contract may meet
promptly and confer in an effort to resolve such dispute. Before litigation is
commenced by either Party regarding Claims arising under this Contract, the
Parties shall use their best efforts to mediate such Claims. All costs for
mediation shall be borne equally by the Parties. The Parties shall mutually
agree to the mediator.
8.14. Access and Records. Contractor will maintain accurate books and records in
connection with perfoiniance of this Contract for thirty-six (36) months after
the end of this Contract and Contractor shall provide the County with
reasonable access to such books and records, upon request.
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8.15. Audit. The County or an independent auditor hired by the County may
perform contract audits (in its sole discretion) and shall have the authority to
access all pertinent records and data and to interview any Contractor Employee
during the term of this Contract and for a period of three years after final
payment. Contractor shall explain any audit findings, questioned costs, or
other Contract compliance deficiencies to the County within thirty (30) days of
receiving the draft audit report. Contractor's written response shall include all
necessary documents and information that refute the draft audit report and an
action plan to resolve the audit findings. A copy of Contractor's response will
be included in the final report. Failure by Contractor to respond in writing
within thirty (30) days shall be deemed acceptance of the draft audit report and
will be noted in the final report.
8.16. Delegation /Subcontract/Assignment/Sublease. Contractor shall not delegate,
assign, sublease or subcontract any obligations or rights under this Contract
without the prior written consent of the County.
8.16.1. The rights and obligations under this Contract shall not be diminished in
any manner by assignment, delegation, sublease or subcontract.
8.16.2. Any assignment, delegation, sublease or subcontract by Contractor and
approved by the County, must include a requirement that the assignee,
delegee, or subcontractor will comply with the rights and obligations
contained in this Contract.
8.16.3. Contractor shall remain primarily liable for all work performed by any
subcontractors. Contractor shall remain liable to the County for any
obligations under the Contract not completely performed or improperly
performed by any Contractor delegee or subcontractor.
8.16.4. Should a Subcontractor fail to provide the established level of service as
required by this Contract, Contractor shall contract with another agency
for these services in a timely manner. Any additional costs associated
with securing a competent subcontractor shall be the sole responsibility
of Contractor.
8.17. Contractor Services to Third-Parties. No provision in this Contract limits, or is
intended to limit, in any way Contractor's right to offer and provide its services
to the general public, other business entities, municipalities, or governmental
agencies during or after the term of this Contract. Except as provided in this
Contract, this Contract shall not be construed to guarantee Contractor or any
Contractor Employee any fixed or certain number of hours, Services, or Events
at the Facilities.
8.18. No Implied Waiver. Waiver of any term or condition under this Contract must
be in writing and notice given pursuant to this Contract. No written waiver, in
one or more instances, shall be deemed or construed as a continuing waiver of
any term or condition of this Contract. No waiver by either Party shall
subsequently affect its right to require strict perfolinance of this Contract.
8.19. Severability. If a court of competent jurisdiction finds a term or condition of
this Contract to be illegal or invalid, then the term or condition shall be deemed
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severed from this Contract. All other terms or conditions shall remain in full
force and effect. Notwithstanding the above, if Contractor's promise to
indemnify or hold the County harmless is found illegal or invalid, Contractor
shall contribute the maximum it is permitted to pay by law toward the payment
and satisfaction of any Claims against the County.
8.20. Captions. Section and subsection numbers, captions, and any index to sections
or subsections contained in this Contract are intended for the convenience of
the reader and are not intended to have any substantive meaning and shall not
be interpreted to Unlit or modify any substantive provisions of this Contract. In
this Contract, for any noun or pronoun, use of the singular or plural form, use
of the nominative, possessive, or objective case, and any reference to gender
(masculine, feminine, and neuter) shall mean the appropriate form, case, or
gender as the context requires.
8.21. Notices.
8.21.1. Written Notice. All notices required under this Contract shall be in
writing. Notices shall be effective: (a) the next Business Day, if
personally delivered; (b) the third Business Day, if sent by U.S. mail,
postage prepaid, return receipt requested; (c) the next Business Day, if
sent by a nationally recognized overnight express courier with a reliable
tracking system; or (d) the next Business Day with a receipt of
confirmation, if sent by e-mail or fax.
8.21.2. Notice to County. Unless otherwise specified, notice to the County
shall be addressed to those listed on the signature page of this Contract
and to the Oakland County Compliance Officer/Purchasing Division at
2100 Pontiac Lake Road, Waterford, MI 48328.
8.21.3. Notice to Contractor. Unless otherwise specified, notice to Contractor
shall be addressed to: Katherine Farrell, 359 Metty Road, Suite 4, Ann
Arbor, MI 48103.
8.22. Contract Modifications or Amendments. Any modifications, amendments,
recisions, waivers, or releases to this Contract must be in writing, agreed to by
both Parties, and added as a change order or amendment to this Contract.
Unless otherwise agreed, the modification, amendment, recision, waiver, or
release shall be signed by an expressly authorized Contractor Employee and by
the same person who signed the Contract for the County or other County Agent
as authorized by the Oakland County Board of Commissioners.
8.23. Precedence of Documents. In the event of a conflict between the terms and
conditions in any of the documents comprising this Contract, the conflict shall
be resolved as follows: The terms and conditions contained in this main
Contract document shall prevail and take precedence over any allegedly
conflicting provisions in all other Exhibits or documents.
8.24. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be
governed, interpreted, and enforced by the laws of the State of Michigan.
Except as otherwise required by law or court rule, any action brought to
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enforce, interpret, or decide any Claim arising under or related to this Contract
shall be brought in the Sixth Judicial Circuit Court of the State of Michigan,
the 50th District Court of the State of Michigan, or the United States District
Court for the Eastern District of Michigan, Southern Division, as dictated by
the applicable jurisdiction of the court. Except as otherwise required by law or
court rule, venue is proper in the courts set forth above. The choice of forum
set forth above shall not be deemed to preclude the enforcement of any
judgment obtained in such forum or taking action under this Contract to
enforce such judgment in any appropriate jurisdiction.
8.25. Entire Contract. This Contract represents the entire agreement and
understanding between the Parties. This Contract supersedes all other prior
oral or written understandings, communications, agreements or Contracts
between the Parties. The language of this Contract shall be construed as a
whole according to its fair meaning, and not construed strictly for or against
any Party.
8.26. County Intellectual Property. Contractor shall have no copyright, patent,
trademark or trade secret rights in County Intellectual Property.
8.27. Contractor Use of County Servicemark.
8.27.1. The County grants Contractor the non-exclusive right to use its servicemark,
as it is depicted and listed in Exhibit V, on Contractor's uniforms or on
publications (in any format) related to or associated with performance of this
Contract. Peimission to use the servieemark extends to use on the
Contractor's website.
8.27.2. Contractor shall only use the servicemark in Exhibit V for the purposes
described in this Contract and not for any other purpose.
8.27.3. Contractor acknowledges that the County has certain rights in the
servicemark depicted in Exhibit V and that Contractor has no right, title or
interest in the servicemark.
8.27.4. The servicemark covered under this Section shall be provided at no cost to
Contractor.
8.27.5. Contractor's permission to use the servicemark in Exhibit V shall cease
when the entire Contract is terminated and/or cancelled. Immediately upon
termination and/or cancellation of this Contract, Contractor shall not display
or depict the servicemark on its website or display, distribute or create any
publication (in any format) or display, distribute or create other items that
contain the servicemark.
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The undersigned execute this Contract on behalf of Contractor and the County, and by doing so
legally obligate and bind Contractor and the County to the terms and conditions of this Contract.
FOR THE CONTRACTOR:
BY: DATE:
FOR THE COUNTY:
BY:
DATE:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
BY:
DATE:
Scott Guzzy, Purchasing Administrator
APPROVED AS TO SCOPE OF CONTRACTOR SERVICES:
BY: DATE:
Daniel J. Stencil, Executive Officer
and Contract Administrator
Oakland County Parks and Recreation
2800 Watkins Lake Road
Waterford, MI 48328
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MIEBIT I
CONTRACTOR INSURANCE REQUIREMENTS
Contractor shall provide and maintain, at its expense, all insurance as set forth below, protecting
the County against any Claims, as defined in this Contract. The insurance shall be written for
not less than any minimum coverage herein specified.
Commercial General Liability Occurrence Form including: a) Premises and Operations;
b) Products and Completed Operations (including On and Off Premises Coverage); c)
Personal and Advertising Injury d) Broad Form Property Damage e) Independent
Contractors; f) Broad Fain' Contractual including coverage for obligations assumed in this
Contract;
$1,000,000 — Each Occurrence Limit
$1,000,000 — Personal & Advertising Injury
$1,000,000 — Products & Completed Operations Aggregate Limit
$2,000,000 — General Aggregate Limit
$ 500,000 — Fire Damage Limit (Any One Fire)
2. Workers' Compensation insurance with limits statutorily required by any applicable
Federal or State Law and Employers Liability insurance with limits of no less than
$500,000 each accident, $500,000 disease each employee, and $500,000 disease policy
limit.
3. Commercial Automobile Liability insurance covering bodily injury or property damage
arising out of the use of any owned, hired, or non-owned automobile with a combined
single limit of $1,000,000 each accident.
4. Commercial Umbrella/Excess Liability insurance with a minimum limit of $2,000,000
each occurrence. Umbrella or Excess Liability coverage shall be no less than following
form of primary coverages or broader.
5. Commercial Property Insurance. Contractor shall be responsible for obtaining and
maintaining insurance covering their equipment and personal property against all physical
damage.
6. General Insurance Conditions: The aforementioned insurance shall be endorsed, as
applicable, and shall contain the following terms, conditions, and/or endorsements. All
certificates of insurance shall provide evidence of compliance with all required terms,
conditions and/or endorsements.
a. All policies of insurance shall be on a primary, non-contributory basis with any
other insurance or self-insurance carried by the County;
b. The insurance company(s) issuing the policy(s) shall have no recourse against the
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County for subrogation, premiums, deductibles, or assessments under any folun
c. Any and all deductibles or self-insured retentions shall be assumed by and be at the
sole risk of Contractor;
d. All policies, with the exception of Workers' Compensation, shall be endorsed to
name the County as additional insured.
e. All policies shall be endorsed to provide a written waiver of subrogation in favor of
County;
f. Contractor shall require their contractors, or sub-contractors not protected under
Contractor's insurance policies, to procure and maintain insurance with coverages,
limits, provisions, and/or clauses equal to those required in this Contract;
g. Certificates of insurance must be provided no less than ten (10) working days prior
to commencement of Contract and must bear evidence of all required terms,
conditions and endorsements; and
h. All insurance carriers must be licensed and approved to do business in the State of
Michigan and shall have and maintain a minimum A.M. Best's rating of A.
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EXHIBIT II
SCOPE OF CONTRACTOR'S SERVICES & PARTIES RESPONSIBILITIES
1. Provision of Services.
1.1. Exclusive Operation of Facilities. Contractor shall provide and shall have the
exclusive right to provide Services at and for the operation of the Conference Centers
for the Facilities.
1.2. Quality of Service. The Services provided by Contractor under this Contract shall be
of the highest quality and must be efficient and adequate to meet all reasonable
demands of persons having Events at the Facilities or persons using the Facilities.
1.3. Equipment and Supplies. Contractor is responsible for providing the equipment and
supplies to deliver the Services required by this Contract, which are not expressly
required to be provided by the County herein.
1.4. Reservations/Bookings. From October 1, 2016 to February 28, 2017, Contractor shall
continue to make reservations/bookings for Events at the Facilities, provided that
Contractor shall not make any reservations/bookings for after December 31, 2017
(these reservations/bookings will be made by OCPRC). Beginning March 1, 2017,
OCPRC shall be responsible to take reservations/bookings for Events at the Facilities.
After March 1, 2017, OCPRC shall provide the reservations/bookings to Contractor,
so Contractor may arrange to provide Services for the Events. The
reservations/bookings made through OCPRC will be codified in a separate written
agreement between OCPRC and the person/entity making the reservation/booking,
with the person/entity paying a separate facility fee directly to OCPRC.
1.5. Use of Kitchen. Upon execution of this Contract, the Parties shall create operational
procedures for use of the kitchens at the Facilities, including use of the ovens, stoves,
preparation areas, freezers, and refrigerators.
1.6. Outdoor Events. As part of providing Services, Contractor must be able to
accommodate and provide for Events outside the Facilities that are located on County
Property, e.g., outdoor weddings and parties on patios. Contractor shall be
responsible for all set-up and prompt clean-up of outside Events.
1.7. Service Report. Contractor shall prepare a monthly report regarding Services at the
Facilities. The report shall contain a computation of each month's Food and Beverage
Fee broken into separate categories by food, alcoholic beverages, and non-alcoholic
beverages; by Facility; by Event; by Conference Room; and as otherwise requested by
OCPRC. If there were no Services for a month, a monthly report still shall be
generated and submitted stating this fact. The report shall be sent to the OCPRC
Executive Officer by the 20th day of each calendar for the previous month's activity.
2. Marketing and Sale of Food and Beverages.
2.1. Contractor shall use its best efforts and take all necessary steps to further the sale of
Services and food and beverages (alcoholic and non-alcoholic) at the Facilities,
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including but not limited to marketing and taking credit cards to pay for food and
beverages.
2.2. Contractor shall prepare an annual marketing plan for the Facilities. The marketing
plan shall be delivered to the OCPRC Executive Officer or his/her designee by
October 31 for the following calendar year. The OCPRC Executive Officer or his/her
designee shall review the marketing plan and provide comments back to Contractor
about the plan.
2.3. The Oakland County Parks logo/servicemark must be included in all promotional
literature.
2.4. The County may use the Facilities for cross marketing of County Parks, including but
not limited to brochures, flyers, marketing displays, and other information.
3. Menus and Food Prices. Menus and food prices shall be reviewed by Contractor and the
OCPRC Executive Officer or his/her designee annually and shall be mutually agreed upon. The
prices must be similar to current community market pricing and, upon request; Contractor must
provide document research support.
4. Hours of Operation for Conference Centers. Contractor shall be available to provide Services
at the Conference Centers three hundred and sixty-two (362) days a year. The three (3) days
the Facilities may be closed by Contractor are Thanksgiving Day, December 25, and January 1.
5. Management and Staffing.
5.1. Contractor shall hire a manager or combination of management staff, with experience
providing Services, to manage and conduct operations at each Facility. A manager or
assistant manager shall be present at all times when the Facilities are used by the
Contractor.
5.2. Contractor shall provide an adequate number of employees and staff to efficiently and
effectively perform the Services and responsibilities required under this Contract,
including serving food and beverages to customers at the Facilities.
6. Uniforms & Training. At Contractor's sole expense, all Contractor Employees shall be issued
uniforms with Contractor's logo, shall maintain appropriate appearance, and shall be properly
trained for all customer service issues and delivery of Services, including the service of
alcoholic beverages.
7. Brand Advertising. Contractor shall not use or permit product brand identification without the
express prior written approval of OCPRC.
8. Non-Alcoholic Beverages. Contractor acknowledges that County has an exclusive contract
with a company to provide non-alcoholic beverages at the Facilities. Contractor shall purchase
its non-alcoholic beverages through the company as directed by County. Upon request of
Contractor, County shall provide a copy of the contract with the company to Contractor.
9. Alcoholic Beverages. All orders for alcoholic beverages (including beer, wine, and liquor) for
the Facilities shall be placed by OCPRC. Upon execution of this Contract, the Parties shall
create operational procedures for the purchase and storage of alcoholic beverages at and for the
Facilities. Contractor shall directly pay for its alcoholic beverages; OCPRC shall not pay for
Contractor's alcoholic beverages.
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10. Utilities and Services for the Facilities.
10.1. Services of OCPRC. OCPRC shall furnish and pay for the following services for its
sole use at the Facilities:
10.1.1. Telephone;
10.1.2. Cable/Satellite; and
10.1.3. Internet Service.
10.2. Services of Contractor. Contractor shall furnish and pay for the following services for
its sole use at the Facilities and for providing Services at the Facilities:
10.2.1. Telephone (Contractor may keep its current telephone number at the
Facilities);
10.2.2. Cable/Satellite; and
10.2.3. Internet Service.
10.3. Utilities. The County shall furnish and pay for the following utilities to all the
Facilities:
10.3.1. Electricity;
10.3.2. Gas/Heat;
10.3.3. Water/Wells/Water Filtration System:
10.3.4. Sewer/Septic;
10.3.5. Garbage Collection Services; and
10.3.6. Disposal of Used Grease and Oil.
10.4. Generator. Contractor acknowledges that there are no generators at the Facilities and
that OCPRC will not provide generators at the Facilities.
10.5. Interruption of Water Supply. If the water supply is interrupted at the Facilities, then
Contractor shall be responsible for providing and paying for water needed to provide
Services during the interruption.
11. Business Interruption Plan. Notwithstanding Section 8.9 of the Contract, Contractor shall
create a business interruption plan to ensure the continuity of Services at the Facilities during a
reasonably anticipated event, such as power outages.
12. Contract Performance Evaluation Annually or more frequently as dictated by OCPRC,
OCPRC shall perform an evaluation of the Services provided by Contractor under this Contract
and Contractor's perfoituance of its obligations contained herein. The Parties shall meet and
discuss the conclusions of such evaluations and the steps that can be taken to implement the
conclusions, if required.
13. Contractor Duties and Maintenance Responsibilities. Contractor shall perform the following
duties and maintenance responsibilities:
13.1. Point-of-Sale System. Contractor shall provide and maintain a point-of-sale system
for the purchase of Services at the Facilities.
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13.2. Disposal of Garbage. Contractor and Contractor Employees shall be responsible for
transferring and placing all garbage in the appropriate receptacle and keeping the area
immediately around such receptacles neat and clean.
13.3. Cleaning of Facility/Kitchen. After each Event, Contractor shall leave the Facility,
including the kitchen and restrooms, as it found them. Contractor shall clean the
Facility, its Kitchen, and restroorns to ensure that the Facility, its Kitchens and
restrooms were in the same condition as existed prior to the Event. Contractor shall
be responsible to provide and pay for the equipment and supplies to clean the
Facilities.
13.4. Securing Facilities. Contractor is responsible for securing the Facilities at the end of
each Event, including but not limited to locking doors, securing gates, and setting
alarms.
14. OCPRC Duties and Maintenance Responsibilities.
14.1. Grill Rooms/Mobile Food and Beverage Cart/Stands. OCPRC shall operate the Grill
Rooms and mobile food and beverage (alcoholic and non-alcoholic) carts and/or
stands at the Facilities. OCPRC shall keep all revenues generated from operation of
the Grill Rooms and mobile food and beverage (alcoholic and non-alcoholic) carts
and/or stands at the Facilities. Although OCPRC will operate the Grill Rooms at the
Facilities, Contractor may request, on a case by case basis, use of the Grill Room in
connection with its Services or Events at the Facilities. OCPRC will use its best
efforts to grant Contractor's request for use of the Grill Room, but cannot guarantee
the request will be granted.
14.2. Placement of Chairs and Tables. OCPRC shall be responsible for the placement of
chairs and tables for Events at the Facilities. Contractor must provide OCPRC with a
written diagram depicting the placement of chairs and tables three (3) business days
before the Event. If OCPRC does not receive the written diagram three (3) business
days prior to the Event, OCPRC is not responsible for the placement of the tables and
chairs for the Event.
14.3. Interior Custodial Services. Except as otherwise provided herein, OCPRC shall clean
the interior of all Facilities, including the windows, screens, exhaust hoods (outside
surface and screens), and fire places and provide all cleaning supplies and equipment
for such cleaning. OCPRC shall provide annual maintenance and an annual cleaning
for the grease traps and exhaust hoods and dispose of the used grease/oil.
14.4. Floor/Carpet Cleaning. OCPRC shall clean all carpets and all floors of the Facilities
and provide all cleaning supplies and equipment for such cleaning.
14.5. Pest Control. OCPRC shall provide and pay for pest control for the interior of the
Facilities including the kitchens located therein.
14.6. Outside Area Cleaning. On a daily basis or more frequently as needed, OCPRC shall
clean and keep free of garbage the area outside the Facilities that is designated by
OCPRC for eating and drinking.
14.7. Restroom Products & Cleaning. OCPRC shall clean all restrooms at the Facilities on
a daily basis or more frequently as needed. OCPRC shall supply all equipment and
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products for such cleaning. OCPRC shall provide and pay for all restroom supplies,
such as toilet paper, paper towel, and hand soap.
14.8. Facility Upgrades. Except as otherwise provided in this Contract, OCPRC shall be
responsible for and pay for all physical and structural upgrades to the Facilities,
including, but not limited to, replacement of bathroom fixtures, replacement of
windows and screens, and building designs that might be required for such upgrades.
14.9. Facility Maintenance/Repair. Except as otherwise provided herein, OCRPC shall be
responsible for maintenance, repair, replacement, and inspections for the Facilities
including but not limited to, repair or replacement of windows and screens, repair or
replacement of HVAC system, repair or replacement of roof, repair of electrical
system, repair or replacement of plumbing system and repair or replacement of the
restrooms fixtures, repair or replacement of fire places, and repair or replacement of
elevators.
14.10. Equipment Maintenance/Repair/Replacement. OCPRC shall be responsible for the
maintenance, inspections, repair, and replacement of the equipment affixed to the
Facilities, including kitchen equipment affixed to the Facilities, exhaust hoods, and
grease traps.
14.11. Sound System. OCPRC shall provide, pay for, (unless already provided), maintain
and replace a public address and/or sound system, including equipment, for the
Facilities.
14.12. Fire Suppression. OCPRC shall be responsible for providing, repairing, and
maintaining fire extinguishers, fire suppression systems, and/or ansul fire suppression
for the Facilities as it deems necessary and as required by law.
14.13. Locking Mechanisms for Facilities. OCPRC shall be responsible for providing,
repairing, and maintaining locking mechanisms for the doors of the Facilities.
OCPRC shall provide keys or key cards for the locking mechanisms to Contractor and
Contractor Employees pursuant to OCPRC key policy. Upon termination or
expiration of this Contract, Contractor shall return all keys or key cards to OCPRC.
14.14. Light Fixtures. OCPRC shall be responsible for providing, repairing, and maintaining
all light fixtures in, around, and outside the Facilities, including bulb replacement.
14.15. Window Treatments. OCPRC shall provide and pay for the window treatments
(blinds, drapes, etc.) at the Facilities.
14.16. Interior Decorations/Furniture. OCPRC shall provide, replace, maintain, and pay for
(in OCPRC' s sole discretion) all interior decorating and interior decorations. For
purposes of this Contract interior decorations shall mean furniture, televisions for
Grill Rooms, pictures, wall hangings, plants, seasonal decoration and other
decorations at the Facilities
14.17. Paint/Wallpaper/Wall Coverings. OCPRC shall provide, pay for and replace (in
OCPRC's sole discretion) interior paint, wallpaper and/or wall coverings at the
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14.18. Flooring/Carpet. OCPRC shall be provide and pay for (in OCPRC's sole discretion)
the repair or replacement of flooring and carpeting at the Facilities.
14.19. Exterior Maintenance/Repairs. OCPRC shall be responsible for all exterior
maintenance, repairs and replacements to and around the Facilities or to or around the
property on which the Facilities are located, including cleaning of parking lots,
exterior painting, exterior lighting, exterior window cleaning, canopy, parking lots,
snow removal, signs, decorations and landscaping.
15. Equipment Provided by OCPRC. All equipment, furniture, decorations and other items
provided by OCPRC for use by Contractor, under this Contract, shall remain the property of
the County.
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EXHIBIT HI
Lyon Oaks
Main Level — Room Name and Square Footage of each area is noted
Contractor shall have exclusive use of highlighted areas
MOM DOM CL11111011111
Page 27 of 32
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Rece iving
366 Lae
Stir s 17$ Elevato
70
can Storage
7127
Exhibit HI
Lyon Oaks
Lower Level- Room Name and Square Footage of each area is noted
Contractor shall have exclusive use of highlighted areas
Page 28 of 32
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SICRACt
468
Ullirf
162 108 local
Hallway 476
=RACE
I
62 Tiki
NTOMN
INT MIT
MLR
DANCALT
MEM
971FT BANCILET
MO ill
GRLLE ROOM
1037 1171.
Exhibit III
White Lake Oaks
Main Level — Room Name and Square Footage of each area is noted
Contractor shall have exclusive use of highlighted areas
• •
WHITE LAKE OAKS CLUBHOUSE
5E.
•
'mfr.
Page 29 of 32
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EXHIBIT IV
Lyon Oaks Equipment and Supply List
Unit Description Location MFG. Model Number
Booster heater Under dishwasher Hatco G58
Dishwasher Hobart CR6886A
Garbage disposal Near dishwasher WasteKing
4 Drawer Bun Warmer
Kitchen near 3
compartment sink Wells RWT-4
Garbage disposal Near Ice machine WasteKing 2000-3
5 Convection Ovens Under Kitchen line hood Southbend UA
4 hot serve wells and
Built-in Plate warmers
Kitchen Prep table
Island Wells 400CP
Heated 3 tray food holder Wells SMPT27
Portable plate warmer Kitchen Cres Cor HJ-531-10-240
Portable plate wanner Kitchen CreS COr HT-531-10-240
Portable plate warmer Kitchen Cres Cor HT-531-10-240
Walk-in Cooler Basement Left Chrysler & Kolpin W3684D -01-G719
Ice machine Kitchen Manitowoc IY1805W-261
Ice machine Basement walk in hall Manitowoc 1Y1805W-261
2 Built in bar beer
storage coolers Banquet Bar TM-250P
Banquet Chairs Banquet Storage - -
Banquet Tables Banquet Storage - ..
Page 30 of 32
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EXLMIT IV
White Lake Oaks Equipment and Supply List
Unit Description Location MFG. Model Number
Built-in Bun warmer Cabinet South kitchen wall Wells RW-26-HD
Built-in Plate warmers Cook line Chroma lox HR211P
3 Double Stacked convection
ovens right Under hood Southbend GS25SC
Portable plate warmers (3) Cres Cor HJ-531-10-240
Dishwasher West wall Hobart C44A
Booster heater Under dishwasher Hatco C-27
Garbage disposal Dishwasher sink Waste King 2608010P35
Garbage disposal 3 compartment sink Waste King 3000-35B
Banquet Chairs Banquet Storage - -
Banquet Tables Banquet Storage - -
Outdoor Ceremony Folding
Chairs Storage -
Right Walk-in Cooler; R-2 Hall behind kitchen Heat Craft Bohn ADT104AK
Ice Machine Hall behind kitchen Manitowoc SY1805S
Large Beer cooler Banquet Bar Glas Tender BB84R6LNA (RRR)
Page 31 of 32
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EXHIBIT V
COUNTY SERVICEMARK
OrAKLAND
COUNTY PARKS
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FISCAL NOTE (MISC . #16336) December 8, 2016
IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION - REQUEST FOR APPROVAL
TO AMEND PROFESSIONAL SERVICES CONTRACT WITH KATHERINE'S CATERING OAKLAND
COUNTY LLC FOR FOOD AND BEVERAGE SERVICES
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. At their April 14, 2015 meeting the Oakland County Parks and Recreation Commission
recommended to the Oakland County Board of Commissioners to approve and authorize a
license agreement and professional services contract with Katherine's Catering Oakland
County LLC for the operation of the Lyon Oaks Grill Room and Conference Center and the
White Lake Oaks Conference Center and Grill Room for a five-year contract beginning
January 1, 2016, with two optional five-year extensions at the Oakland County Parks and
Recreation Commission's sole discretion.
2. The first year of operation at the facilities proved that the existing model was not feasible to
continue with, and at subsequent meetings between Katherine's Catering Oakland County
LLC and OCPR staff and Parks Commissioners it was determined that splitting the grill room
operation and conference center operation would provide the best and highest level of
service to our guests and residents.
3. A contract amendment is recommended by the Oakland County Parks and Recreation
Commission to allow Oakland County Parks and Recreation to operate the grill rooms and
Katherine's Catering Oakland County LLC to provide the food and beverage service for
conference center events and banquets through December 31, 2017.
4. The original contract required reimbursement payment of utilities of $74,572 for FY 2016 by
the contractor, however the amended contract reduces the FY 2016 utility reimbursement by
50% with the remainder to be written off,
5. Contract amendment specifies that half of the outstanding unpaid FY 2016 utilities owed by
the contractor, $37,286, be paid monthly to Oakland County with $800 due on the 20")
calendar day of each month, beginning January 20, 2017.
6. Amended contract states the County will be responsible for the FY 2017 and future utility
costs with no contractor reimbursement for the FY 2017 and future utility costs.
7. A budget amendment is not required at this time, however An additional resolution and
subsequent fiscal note, expected in February 2017, will address operational changes for
taking over the grill room operations and address utility expenses to be paid by Katherine's
Catering.regarding Parks and Recreation running the grill room operations.
8. The budget amendment below reflects the adjustment to the allowance for uncollectible
accounts receivable that was set up with the FY 2016 closing process.
PARKS AND RECREATION (FUND #50800)
Revenues:
5060666-160666-665882 Planned Use of Balance
5060456-160044-670456 Prior Year Adjustments
5060426-160044-670456 Prior Year Adjustments
FY2017
($23,705)
15,892
7,813
$ - 0-
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Taub and Quarles absent.
Resolution #16336 December 8, 2016
Moved by Hoffman supported by Woodward the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Fleming, Gershenson, Gosselin, Hoffman, Jackson, Kochenderfer, KowaII, Long,
McGillivray, Middleton, Quarles, Scott, Spisz, Weipert, Zack, Bowman, Crawford. (19)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
/
GERALD D. POISSON
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO mc-I, 45.559/4(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 December 8,
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 8th day of December, 2016.
Lisa Brown, Oakland County