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HomeMy WebLinkAboutResolutions - 1994.08.18 - 24012MISCELLANEOUS RESOLUTION # 94252 August 18, 1994 BY: PUBLIC SERVICES COMMITTEE, LAWRENCE. A. OBRECHT, CHAIRPERSON IN RE: SHERIFF'S DEPARTMENT - CONTRACT FOR LAW ENFORCEMENT SERVICES AT THE MICHIGAN RENAISSANCE FESTIVAL • 1994 SEASON TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, Michigan Renaissance Festival, the operator of a summer theatre facility by the same name in Groveland Township, has requested the Oakland County Sheriff's Department to supply Patrol Officers for Law Enforcement Services for the upcoming 1994 season; and WHEREAS, the Sheriff's Department has agreed to supply such Patrol Officers on an availability overtime hourly basis, the number of man-hours to be determined by the Sheriff's Department; and WHEREAS, The County of Oakland shall be reimbursed for such services by Michigan Renaissance Festival at the hourly overtime rates for the 1994 season, as was established by Miscellaneous Resolution #93254. NOW THEREFORE, BE IT RESOLVED, that the Oakland County Board of Commissioners approve the execution of the attached contract consistent with provisions contained there) d . 4,6 Mr. Chairperson, on behalf of the Public Services Committ , I move the adoption of the foregoing resolution. SERVICES COMMITTEE i ,, 1LY Lf , CONTRACT FOP MICHIGAN RENAISSANCE FESTIVAL POLICE PROTECTION This drel-RACT FOR MICHIGAN RENAISSANCE FESTIVAL POLICE PROTECTION (hereafter the "CONTRACT") is made and entered into between the MICHIGAN RENAISSANCE FESTIVAL, INC., a Minnesota Corporation, registered and licensed to conduct business in the State of Michigan, whose local address is 700 East Maple, Birmingham, Michigan 48009 (hereafter the "COMPANY"), and the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48341 (hereafter the "COUNTY"). The COUNTY is also represented by the OAKLAND COUNTY SHERIFF, JOHN F. NICHOLS, in his official capacity as a Michigan Constitutional Officer, whose address is 1201 North Telegraph Road, Pontiac, Michigan 48341 (hereafter the "SHERIFF"). In this CONTRACT, when the COUNTY and SHERIFF are referred to jointly and collectively, they will be referred to as the "OAKLAND COUNTY SHERIFF's DEPARTMENT' or, as abbreviated, the "O.C.S.D." INTRODUCTORY STATEMENTS A. The COMPANY has approached the 0.C.S.D. about the possibility of supplementing limited, local police resources with 0.C.S.D. "DEPUTIES" (as defined in CONTRACT DEFINITIONS, Attachment A) to provide POLICE PROTECTION at the Michigan Renaissance FESTIVAL; B. The MICHIGAN RENAISSANCE FESTIVAL (hereafter FESTIVAL), is a series of one day events open to the general public and held annually on approximately fourteen (14) acres located at 12500 Dixie Highway, Holly, Michigan 48442. The FESTIVAL includes numerous performances, performers in period costumes, concerts, demonstrations, shows, ceremonies, and concessions featuring both eateries and drinking booths, and other activities in an effort to recreate the atmosphere of an old european village during the Renaissance era; C. This year the FESTIVAL will be open to the public on August 13, 14, 20, 21, 27, 28 and September 3, 4, 5, 10, 11, 17, 18, 24 and 25, 1994 (hereafter the "FESTIVAL DATE(S)"); D. The COMPANY, in recognition of the expense to the 0.C.S.D. in providing increased POLICE PROTECTION at the FESTIVAL, has offered to reimburse the COUNTY for COUNTY costs incurred in providing DEPUTIES for increased POLICE PROTECTION at the FESTIVAL. E. The 0.C.S.D. agrees to provide DEPUTIES for supplemental POLICE PROTECTION pursuant to the terms and conditions of this CONTRACT, provided that such POLICE PROTECTION services do not: (a) impair or interfere with the 0.C.S.D.'s ability to meet its other law enforcement responsibilities; (b) result in any 0.C.S.D. loss of operational efficiency or readiness; and/or (c) result in any increased financial burdens or the assumption of any additional liabilities to County taxpayers. THEREFORE, in consideration of these premises (and those contained in the ADDITIONAL ACKNOWLEDGEMENTS, Attachment B), and the promises, agreements, representations, and acknowledgments contained in this CONTRACT and all of the Attachments hereto, it is mutually agreed as follows: 1. The COMPANY, before initiating any contact with the 0.C.S.D., shall consult with the local law enforcement department regarding its ability to provide sufficient law enforcement personnel to meet the anticipated POLICE PROTECTION and law enforcement needs at the FESTIVAL and whether supplemental POLICE PROTECTION services from the 0.C.S.D. for the FESTIVAL are desirable and/or necessary. J. 1 a A10 CONTRACT FOR RENAISSANCE FESTIVAL POLICE PROTECTION 2. The 0.C.S.D., subject to the terms of this CONTRACT, shall assign a total of Five (5) DEPUTIES in the Number(s) and Rank(s) shown below to provide POLICE PROTECTION services at the FESTIVAL on each of this year's FESTIVAL DATE(S). As used throughout this CONTRACT, any reference to the Number(s) of DEPUTIES shall be defined as POLICE PROTECTION services, by any individual or combination of individual DEPUTIES of the specified Rank(s), for each DEPUTY position identified below. Number(s) Rank(s) Hourly Overtime Rate One (1) Sergeant $ 48.68 per Hour Four (4) Deputy II $ 40.60 per Hour 3. The COMPANY agrees to pay to the COUNTY, for each individual DEPUTY who provides any POLICE PROTECTION services at the FESTIVAL pursuant to this CONTRACT, an amount equal to the total number of Hour(s), including any part of any Hour(s), of POLICE PROTECTION services rendered by each individual DEPUTY, multiplied by the Hourly Overtime Rate (shown above) for each DEPUTY's Rank. This COMPANY payment obligation shall apply without regard to whether any DEPUTY'S POLICE PROTECTION services were scheduled, as provided herein, or whether such additional Hour(s) of POLICE PROTECTION services were subsequently requested by the COMPANY. The COMPANY agrees to reimburse the COUNTY for any and all Hour(s) of POLICE PROTECTION services rendered by any and all 0.C.S.D. DEPUTY to the COMPANY pursuant to this CONTRACT. After the last of the FESTIVAL DATE(S), the 0.C.S.D. shall prepare and send to the COMPANY an invoice(s) which sets forth the amount due for each DEPUTY's services rendered at the FESTIVAL. The COMPANY agrees to pay to the COUNTY the full amount due and owing on any invoice(s) within Thirty (30) days of the invoice(s) date. 4. For purposes of computing the above POLICE PROTECTION costs, the total hours worked by any DEPUTY shall include not only all hours worked in providing direct POLICE PROTECTION for the FESTIVAL, but shall also include any time spent in the following activities: (a) Travel time, on a daily basis, to or from the SHERIFF's DEPARTMENT, in Pontiac, Michigan, at the beginning or end of any shift by any DEPUTY, if that DEPUTY's shift starts or ends in Pontiac; (b) any time expended transporting any person arrested by any DEPUTY during the course of providing POLICE PROTECTION at the FESTIVAL to the Oakland County Jail, in Pontiac, Michigan, including any reasonable length of time spent at the Oakland County Jail by any DEPUTY while booking such person(s); (c) any minimum call-in or overtime hours guaranteed to DEPUTIES under any applicable union or employment contract; and/or (d) the performance of any POLICE PROTECTION related duty or obligation which takes any DEPUTY away from the FESTIVAL but which began or arose while any DEPUTY was providing POLICE PROTECTION at the FESTIVAL (i.e., hot pursuit, transporting a person for medical attention, an automobile accident occurring on the public road immediately outside FESTIVAL grounds, etc.). 5. The 0.C.S.D. agrees that upon request of any 0.C.S.D. payroll policies, payroll or attendance records, procedures, employment contracts, etc., applicable to the determination of the total costs to be reimbursed and paid to the COUNTY by the COMPANY pursuant to this CONTRACT shall be made available by appointment with the 0.C.S.D. for inspection by the COMPANY. S. In addition to the scheduled Five (5) DEPUTIES to be provided at the FESTIVAL, and subject to the SHERIFF's sole discretion and judgment as to the County-wide prioritization of his law enforcement resources and law enforcement needs, the COMPANY may request additional POLICE PROTECTION services for the FESTIVAL during the term of this CONTRACT. The SHERIFF, subject to the terms of this CONTRACT, may provide any or all such additional requested DEPUTIES at the above applicable Hourly Overtime Rate for the Rank(s) of each such additional DEPUTY provided. 2 A10 CONTRACT FOR RENAISSANCE FESTIVAL POLICE PROTECTION 7. The COMPANY acknowledges and agrees that there may be circumstances beyond the SHERIFF's control when the SHERIFF, in his sole discretion and judgment as to the prioritization of his law enforcement resources, his overall evaluation of Oakland County's immediate law enforcement needs, and his determination as to the allocation of 0.C.S.D. law enforcement personnel at that time to best serve the citizens of Oakland County, the SHERIFF and/or the 0.C.S.D. may be unable to assign any or all of the DEPUTIES contemplated to provide POLICE PROTECTION on any particular FESTIVAL DATE(S) during the term of this CONTRACT. The COMPANY acknowledges and agrees that this CONTRACT does not, and is not intended to, create either any absolute right in favor of the COMPANY or any corresponding absolute duty or obligation upon the SHERIFF or the 0.C.S.D. to guarantee that any specific Number(s) or Rank(s) of DEPUTIES will be present to provide POLICE PROTECTION services on any FESTIVAL DATE(S). The COMPANY acknowledges and agrees that the 0.C.S.D.'s good faith and reasonable efforts to cooperate with the COMPANY in providing POLICE PROTECTION and developing the necessary schedules, budgets and plans to enable it to provide the Number(s) and Rank(s) of DEPUTIES contemplated at the numerous anticipated FESTIVAL DATE(S), and the promised professionalism of the 0.C.S.D. as demonstrated throughout previous similar agreements, are appropriate and adequate consideration to justify the COMPANY's decision to enter into this CONTRACT. The COMPANY hereby agrees to waive any and all CLAIM(S) against the SHERIFF or the 0.C.S.D. which arise in connection with, or as a result of, any alleged 0.C.S.D. failure to provide adequate POLICE PROTECTION services at the FESTIVAL. 8. The SHERIFF agrees that, in the event the SHERIFF is unable to provide any or all DEPUTIES necessary to supplement the existing available local POLICE PROTECTION on any particular FESTIVAL DATE(S), he shall verbally communicate that fact to the COMPANY as soon as such fact becomes reasonably known to him. 9. The SHERIFF and the COUNTY reserve to themselves any rights and obligations relating to the provision of any and all police and/or governmental law enforcement services, and this CONTRACT does not, and is not intended to, diminish, delegate, divest, impair or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, capacity, immunity or character of office of either the SHERIFF, the COUNTY, and/or any DEPUTY. 10. The COMPANY and the 0.C.S.D. agree that neither the 0.C.S.D. nor any DEPUTY, by virtue of this CONTRACT or otherwise, shall be considered or asserted to be an employee, contractor, sub- contractor, partner, joint venturer, representative, or agent of the COMPANY, and further agree that, at all times and for all purposes under the terms of this CONTRACT, the 0.C.S.D.'s and all DEPUTIES' relationships to the COMPANY shall be controlled and governed by the terms of this CONTRACT and the 0.C,S. D. INDEPENDENT STATUS, Attachment C. 11. The COMPANY agrees that this CONTRACT does not, and is not intended to, create, by implication or otherwise, any specific, direct or indirect obligation, duty, promise, benefit, and/or special right to any POLICE PROTECTION services or governmental law enforcement protection in favor of the COMPANY, any COMPANY AGENT(S), and/or any patron or other person attending the FESTIVAL. Further, the COMPANY agrees that at all times, and for any and all purposes under this CONTRACT, the 0.C.S.D. and/or any DEPUTY present at the FESTIVAL shall be present strictly and solely to perform such POLICE PROTECTION services and governmental law enforcement functions authorized by law to and for the benefit of the general public, and under no circumstances shall any DEPUTY undertake any activity or duty on behalf of the COMPANY to provide any particular or specific service or benefit to or for the COMPANY, any COMPANY AGENT(S), or any patron or other person attending the FESTIVAL. 12. The COMPANY agrees that this CONTRACT does not, and is not intended to, transfer, delegate, or assign to the COUNTY, the SHERIFF, and/or any COUNTY AGENT(S) any civil or legal responsibility, obligation, duty, care, or liability associated with the ownership, maintenance or operation of the FESTIVAL. 3 MO CONTRACT FOR RENAISSANCE FESTIVAL POLICE PROTECTION The COMPANY agrees that it shall, at all times and under all circumstances, remain solely and exclusively responsible for any and all costs, obligations, and/or civil liabilities associated with owning and operating the FESTIVAL, including, but not limited to providing of any Emergency Medical Treatment, rendering any first aid or medical treatment, providing or implementing any fire or emergency evacuation plans or procedures, providing for basic crowd control, security services or obligations, safety functions, and/or any other activity associated with the FESTIVAL which is not within the definition of POLICE PROTECTION or otherwise a governmental law enforcement function under the terms of this CONTRACT and which is not under the control and direction of the 0.C.S.D. Tile COMPANY further agrees that it shall not reduce, eliminate, or otherwise fail to provide, in any way, the same number(s) and type(s) of security, emergency, or other personnel and/or the scope of security and emergency service(s) or protection(s) that the COMPANY normally provides to any COMPANY AGENT(S) or any person attending the FESTIVAL due to the presence of the 0.C.S.D. and/or any DEPUTY at the FESTIVAL. 13. The COMPANY agrees that no COMPANY AGENT(S) (as defined in Attachment A), either as a result of or arising out of any act(s) by any person in the performance of any duty under this CONTRACT, shall be considered or asserted to be an employee of the 0.C.S.D. The COMPANY agrees that it shall be solely and completely liable for any and all COMPANY AGENT(S)' past, present, or future wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, worker's disability compensation, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based on or in any way related to any COMPANY AGENT(S)' employment status or any alleged violation of any COMPANY AGENT(S)' statutory, contractual, or constitutional rights by the COMPANY, the COUNTY or any COUNTY AGENT(S). The COMPANY agrees to indemnify and hold harmless the COUNTY and/or any COUNTY AGENT(S) from and against any and all CLAIM(S) which are imposed upon, incurred by, or asserted against the COUNTY and/or any COUNTY AGENT(S) by any COMPANY AGENT(S) which are based upon, result from, or arise from, or are in any way related to any COMPANY AGENT(S)' wages, compensation, benefits, or other employment-related rights, including, but not limited to, those described in this Paragraph. 14. The COMPANY agrees that it shall be solely and exclusively responsible, during the term of this CONTRACT, for guaranteeing that all COMPANY AGENT(S): (a) follow all lawful orders of any DEPUTY performing any duties under this CONTRACT; (b) fully cooperate with all DEPUTIES in providing any POLICE PROTECTION services pursuant to this CONTRACT; and (c) conform their activities to comply with the terms of this CONTRACT, including, but not limited to, the understanding in Attachment C. 15. The COMPANY freely and voluntarily consents to and agrees that the 0.C.S.D. and all DEPUTIES, while providing POLICE PROTECTION services under the terms of this CONTRACT, shall have free and open access to any and all premises, areas and locations at the FESTIVAL. 16. The COMPANY agrees, at its sole cost and expense, to purchase and maintain the following coverage(s) in the minimum coverage amounts indicated, for the entire duration of this CONTRACT and to provide the COUNTY with the required Certificates of Insurance shown in the COMPANY PROVIDED INSURANCE, Attachment D. The COMPANY acknowledges that all insurance obligations, bonds, and/or certificates or proof of same required shall be subject to the approval of the COUNTY's Risk Management Division. 17. Except as otherwise provided in this Paragraph, the COMPANY agrees to defend, indemnify and hold the COUNTY and/or any COUNTY AGENT(S) harmless from and against any and all CLAIM(S) which are imposed upon, incurred by, or asserted against the COUNTY by any person and which are based upon, result from, or arise from, or are in any way related to any alleged error, mistake, negligent or intentional act(s) or omission(s) by the COMPANY and/or any COMPANY AGENT(S), including, but not limited to: 4 A10 CONTRACT FOR RENAISSANCE FESTIVAL POLICE PROTECTION (a) any alleged breach of legal duty to any person by the COMPANY and/or any COMPANY AGENT(S); (b) any alleged failure by the COMPANY or any COMPANY AGENT(S) to comply with any COMPANY duty or obligation in this CONTRACT; and/or (c) any other CLAIM(S) based in any way upon any COMPANY or COMPANY AGENT(S)' services, buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto. The COMPANY, however, shall not be obligated to pay any portion of any court ordered judgment or award for which a court has determined that the COUNTY and/or any COUNTY AGENT(S) was either solely negligent or solely at fault for any specific dollar amount of damages or loss to any person other than the COMPANY or any COMPANY AGENT(S). 18. The indemnification right(s) afforded to the COUNTY and/or any COUNTY AGENT(S) under this CONTRACT shall be excess and over and above any other valid and collectible insurance right available to the COUNTY and/or any COUNTY AGENT(S) from the COMPANY under the terms of this CONTRACT and applicable to any part of any ultimate net COUNTY and/or any COUNTY AGENT(S)' loss whether or not any such insurance coverage is stated to be primary, contributing, excess or contingent. To the extent that the COMPANY's promise to indemnify, pay and hold harmless the COUNTY and/or any COUNTY AGENT(S) as set forth in this CONTRACT may become unenforceable or uncollectible, the COMPANY shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law toward the payment and satisfaction of any CLAIM(S) against the COUNTY and/or any COUNTY AGENT(S). 19. The COMPANY agrees that all COMPANY indemnification and hold harmless promises, waivers of liability, representations, insurance coverage obligations, liabilities, payment obligations, and/or any other related obligations provided for in this CONTRACT with regard to any acts, occurrences, events, transactions, or CLAIM(S) either occurring or having their basis in any events or transactions that occurred before the cancellation or expiration of this CONTRACT shall survive the cancellation or expiration of this CONTRACT, 20. This CONTRACT does not, and is not intended to, create, by implication or otherwise, any direct or indirect obligation, duty, promise, benefit, and/or right to be indemnified, or any other right of any kind, in favor of any person, organization, alleged third party beneficiary, or any right to be contractually, legally, equitably, or otherwise subrogated to any indemnification or any other right provided under the terms of this CONTRACT. 21. The COMPANY agrees that it may not assign, delegate, contract, subcontract or otherwise transfer, promise, commit or loan any 0.C.S.D.'s or any DEPUTY's POLICE PROTECTION services or duties under this CONTRACT to any other person and/or public or private corporation, entity, or organization of any kind. 22. The COMPANY represents and warrants that it has reviewed all of its current or proposed lease and licensing agreements with its patrons, concessionaires, promoters, vendors, and other persons who are or may become contractually involved with the COMPANY for the FESTIVAL, and hereby represents and warrants that the COMPANY does not have, and will not in the future have, any other contractual agreement that will in any manner restrict, interfere with, or prohibit the COMPANY, any COMPANY AGENT(S), or any other person from complying with the COMPANY's obligations and duties as set forth in this CONTRACT. 23. The COMPANY agrees that it shall promptly deliver to the 0.C.S.D. written notice and/or copies of any CLAIM(S), complaint(s), charge(s), or any other accusation(s) or allegation(s) of negligence or other wrongdoing, whether civil or criminal in nature, that the COMPANY becomes aware of which involves in any way the 0.C.S.D. or any DEPUTY. The COMPANY agrees to cooperate with the 0.C.S.D. in any investigation conducted by the 0.C.S.D. of any act(s) or work performance of any DEPUTY. 24. Subject to the following Paragraph, this CONTRACT shall become effective on August 10, 1994, and shall remain in effect continuously until it expires without any further act or notice being required of any 5 A10 CONTRACT FOR RENAISSANCE FESTIVAL POLICE PROTECTION party at 11:59 p.m. on September 25, 1994. Either the COUNTY, the SHERIFF, or the COMPANY may cancel this CONTRACT for any reason without incurring any penalty or liability to any party as a result, before its September 25, 1994 scheduled expiration by delivering a written notice of cancellation of this CONTRACT to the other two parties at least Fifteen (15) days before the effective date of cancellation (which cancellation date shall be clearly stated in this written notice). 25. This CONTRACT and any subsequent amendments shall not become effective prior to the approval by resolution of the COUNTY Board of Commissioners. The approval and terms of this CONTRACT shall be entered into the official minutes and proceedings of the COUNTY Board of Commissioners and shall also be filed with the office of the Clerk for the COUNTY. 26. The parties shall send, by first class mail, all correspondence and written notices required or permitted by this CONTRACT to each of the signatories of this CONTRACT, or any signatory successor in office, to the addresses shown in this CONTRACT. Except as otherwise provided for herein, all correspondence or written notices shall be considered delivered to a party as of the date that such notice is deposited with sufficient postage with the U.S. Postal Service. 27. This CONTRACT is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts of this CONTRACT is intended to and, in all cases, shall be construed as a whole according to its fair meaning and not construed strictly for or against any party. As used in this CONTRACT, the singular or plural, possessive or nonpossessive, shall be deemed to include the other whenever the context so suggests or requires. 28. Absent an express written waiver, the failure of any party to pursue any right granted under this CONTRACT shall not be deemed a waiver of that right regarding any existing or subsequent breach or default under this CONTRACT. No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial exercise of any right, power or privilege preclude any other or further exercise of any other right, power or privilege. 29. The COUNTY, the SHERIFF, and the COMPANY acknowledge that this CONTRACT shall be binding upon each of them and, to the extent permitted by law, upon their administrators, representatives, subsidiaries, executors, successors and assigns, and all persons acting by, through, under, or in concert with any of them. 30. This CONTRACT, consisting of a total of Thirteen (13) pages (including Attachments A, B, and D, which are all hereby incorporated into and made part of this CONTRACT) sets forth the entire agreement for increased POLICE PROTECTION for the FESTIVAL between the 0.C.S.D. and the COMPANY and fully supersedes any and all prior agreements or understandings between them in any way related to the subject matter hereof. It is further understood and agreed that the terms and conditions herein are contractual and are not a mere recital and that there are no other agreements, understandings, contracts, or representations between the 0.C.S.D. and the COMPANY in any way related to the subject matter hereof, except as expressly stated herein. This CONTRACT shall not be changed or supplemented orally and may be amended only by concurrent resolutions of the Oakland COUNTY Board of Commissioners and the COMPANY Board of Directors. 31. For and in consideration of the mutual promises, acknowledgments, representations, and agreements set forth in this CONTRACT, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the COUNTY, the SHERIFF, and the COMPANY hereby agree and promise to be bound by the terms and provisions of this CONTRACT. 6 :41e-e4 N F. NICHOLS, kland County Sheriff CONTRACT FOR RENAISSANCE FESTIVAL POLICE PROTECTION IN WITNESS WHEREOF, JAMES H. PETERSON, President and CEO of MICHIGAN RENAISSANCE FESTIVAL, INC., hereby acknowledges that he has authority to execute this CONTRACT on behalf of MICHIGAN RENAISSANCE FESTIVAL, INC., a Minnesota Corporation, and hereby accepts and binds MICHIGAN RENAISSANCE FESTIVAL, INC., to the terms and conditions of this CONTRACT on this 9 >day of , 1994 • WITNESS: MICHIGAN RENAISSANCE FESTIVAL, INC. a Minnesota Corporation, registered in Michigan i=esident and CEO IN WITNESS WHEREOF, LARRY P. CRAKE, Chairperson of the Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this CONTRACT on behalf of the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this CONTRACT on this day of , 1994. WITNESS: COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation RRY,Pf. CRAKE, Chairperson, Board of Commissioners IN WITNESS WHEREOF, JOHN F. NICHOLS, in his official capacity as the Oakland County Sheriff, a Michigan Constitutional Officer, hereby accepts and binds the Office9f the Oakland County Sheriff to the terms and conditions of this CONTRACT on this P../ day of ,'f9qu,r 1994. VVITNESS. 7 • A10 CONTRACT FOR RENAISSANCE FESTIVAL Attachment A POLICE PROTECTION CONTRACT DEFINITIONS In addition to the terms and expressions "COUNTY", "SHERIFF", "OAKLAND COUNTY SHERIFF's DEPARTMENT or 0.C.S.D.", ''COMPANY", "FESTIVAL", and "FESTIVAL DATE(S)", which are defined in the CONTRACT, the COMPANY and the 0.C.S.D. agree that for all purposes, and as used throughout this CONTRACT and all Attachments hereto, the words and expressions below are also defined terms. The COMPANY and the 0.C.S.D. agree that whenever any defined term or expression is printed in all uppercase characters, and/or whether used in the singular or plural, possessive or nonpossessive, and/or either within or without quotation marks, it shall be defined, read, and interpreted as provided for in this CONTRACT. A 1. "POLICE PROTECTION" shall be defined to include the responsibility for the prevention and detection of crime and the enforcement of the general criminal laws of this state and the motor vehicle and traffic laws of this state, including, but not limited to, road patrol, crime detection, crime prevention, and criminal apprehension, and/or response to any emergency or non-emergency which, in the sole judgment of any DEPUTY, appears to require the presence, attention, or services of any DEPUTY to address, respond, or attend to any issue, event, or circumstance involving public safety, a breach of peace, public health, an accident or accidental injury, and related law enforcement functions as authorized and/or mandated by law but shall not include any responsibility or job duty of the COMPANY or any COMPANY AGENT(S) including, but not limited to, gate attendants, ticket sellers, ticket takers, ushers, directors, supervisors, parking attendants, managers, nurses, emergency medical personnel or technicians, security guards, safety personnel, complaint adjusters, or any other plant, operational, or administrative personnel who perform any general crowd control and supervision functions, search any packages and/or patrons for objects such as bottles, cans, cameras, weapons, or tape recorders, remove any objectionable patrons, signs or displays, determine any persons admissibility to the FESTIVAL, traffic control and supervision on COMPANY owned and operated property, become involved in any dispute resolution with any COMPANY AGENT(S) and/or patrons or any person attending the FESTIVAL, or enforce any COMPANY or FESTIVAL rule, policy, or regulation unless such activity is for the prevention of crime and the enforcement of the general criminal laws, including, but not limited to, criminal property trespass. A 2. "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, or any other amount for which the 0.C.S.D. becomes legally and/or contractually obligated to pay, or any liabilities of any kind whatsoever whether direct, indirect or consequential, whether based upon any alleged violation of the constitution (federal or state), any statute, rule, regulation or the common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. A 3. "COMPANY AGENT(S)" shall be defined to include any and all COMPANY officers, directors, board members, employees, managers, departments, divisions, volunteers, agents, and representatives of the COMPANY, as well as any COMPANY licensee, concessionaire, contractor, subcontractor, vendor, subsidiary, joint venturer or partner, and/or any such persons, successors or predecessors, agents, employees, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and/or any and all persons acting by, through, under, or in concert with any of them and/or the COMPANY. A 4. "DEPUTY" or "DEPUTIES", whether or not preceded by the term SHERIFF or 0.C.S.D., shall be defined to include the Undersheriff, any Major, Captain, Lieutenant, Sergeant, Deputy II, Deputy I, or any other person or persons of any rank, classification, or title who, pursuant to state law, is a sworn Deputy of the SHERIFF. 8 A10 CONTRACT FOR RENAISSANCE FESTIVAL POLICE PROTECTION Attachment A A 5. "COUNTY AGENT(S)" shall be defined to include the OAKLAND COUNTY SHERIFF, SHERIFF JOHN F. NICHOLS, and any and all other COUNTY elected and appointed officials, commissioners, officers, boards, committees, commissions, departments, divisions, trustees, volunteers, employees (including any and all DEPUTIES), agents, representatives, contractors, predecessors, successors, assigns, attorneys, or auditors (whether such persons act or acted in their personal, representative, or official capacities), and any and all persons acting by, through, under, or in concert with any of them. A10 CONTRACT FOR RENAISSANCE FESTIVAL Attachment B POLICE PROTECTION ADDITIONAL ACKNOWLEDGMENTS In addition to the INTRODUCTORY STATEMENTS contained at the beginning of this CONTRACT, the COMPANY, the COUNTY, and the SHERIFF further agree that this CONTRACT is premised upon the following understandings, agreements and acknowledgments: B 1. The SHERIFF, subject to the limits of available DEPUTIES and budget constraints, is authorized by law to provide law enforcement and POLICE PROTECTION throughout the jurisdiction and territorial limits of Oakland County and is authorized to maintain law and order within areas of his jurisdiction which may be inadequately policed and which may require added vigilance to monitor possible criminal activity. B 2. The COMPANY acknowledges that the same fiscal and practical restrictions which limit the availability of local police resources also limit the ability of the SHERIFF to reassign DEPUTIES to provide POLICE PROTECTION at the FESTIVAL as part of their normal shift assignments and duties. However, the COMPANY acknowledges that because of the relatively large number of DEPUTIES the 0.C.S.D. employs and because many of the DEPUTIES normal work assignments and duties, such as prisoner pick- ups, jail activity, court appearances, and all court support functions (i.e., courthouse security, escorting prisoners to trial, etc.) normally occur between the hours of 8:30 a.m. and 5:00 p.m., Monday through Friday, which is not when the FESTIVAL and consequential POLICE PROTECTION needs typically occur, and that the 0.C.S.D. may be able to provide supplemental POLICE PROTECTION at the FESTIVAL on an overtime basis. The COMPANY acknowledges and agrees that the applicable hourly rates paid to DEPUTIES under this CONTRACT are set at the overtime rates because any DEPUTY assigned to the FESTIVAL must, in fact, be replaced by the SHERIFF in the Oakland County Jail on an overtime basis. B 3. The COMPANY acknowledges that, except for the prohibitive expense to the COUNTY, the SHERIFF may be able, for the FESTIVAL, to assign on an overtime basis DEPUTIES who have already completed their normal work day and/or work week to provide POLICE PROTECTION at the FESTIVAL, without otherwise unduly interfering with efficiency, morale, and readiness of the 0.C.S.D. or its ability to meet its other law enforcement responsibilities. B 4. The COMPANY has to its satisfaction examined the 0.C.S.D.'s wage and cost structures and acknowledges and agrees the reimbursement that the COMPANY is to pay to the COUNTY under the terms of this CONTRACT is not intended to result in any net financial gain or profit for the COUNTY, but is established to guarantee that the 0.C.S.D. is fully reimbursed for any and all salary costs on an overtime basis and other fringe benefit costs and expenses that the COUNTY is required to pay to, or on behalf of, any DEPUTIES providing supplemental POLICE PROTECTION for the FESTIVAL. B 5. The 0.C.S.D. and the COMPANY agree and acknowledge that the supplemental POLICE PROTECTION services provided for under the terms of this CONTRACT are strictly limited to those governmental law enforcement functions authorized by law, that POLICE PROTECTION provided for under this CONTRACT is exclusively for governmental activities and functions of the type and nature that would be normally supported by tax dollars, and that this CONTRACT simply acknowledges the unusual circumstances and increased law enforcement needs and demands created by the FESTIVAL and the correspondingly increased financial burden on government law enforcement agencies created by such FESTIVAL. B 6. The 0.C.S.D. and the COMPANY agree and acknowledge that the sole purpose of this CONTRACT is to provide governmental law enforcement, crime prevention and POLICE PROTECTION services only, and that these activities are not engaged in primarily for profit, and that neither party expects nor anticipates that the 0.C.S.D. will realize any profit or direct financial benefit as a result of this CONTRACT. 10 ' Ath CONTRACT FOR RENAISSANCE FESTIVAL Attachment C POLICE PROTECTION 0.C.S.D. INDEPENDENT STATUS C 1. The COMPANY agrees and warrants that, at all times and for all purposes relevant to this CONTRACT, the 0.C.S.D. shall remain the sole and exclusive employer of all DEPUTIES and that the 0.C.S.D. shall remain solely and exclusively responsible for the direct payment to any DEPUTY of any DEPUTYs wages, compensation, overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses, mileage allowances, training expenses, transportation costs, and/or other allowances or reimbursements of any kind, including, but not limited to, workers' disability compensation, unemployment compensation, Social Security Act protection(s) and benefits, any employment taxes, and/or any other statutory or contractual right or benefit based in any way upon any DEPUTY's status as an employee of the 0.C.S.D. C 2. The COMPANY agrees and warrants that it shall not grant, give, allow, pay, reimburse, compensate, or otherwise provide any wages, fringe benefits, privileges, gifts, equipment, personal property, supplies, benefits, entitlement, consideration (monetary or otherwise), or any other thing of value, either directly or indirectly, to, for the use by, or on behalf of, any individual DEPUTY, except that any money paid directly to the COUNTY by the COMPANY to reimburse the COUNTY for its costs pursuant to this CONTRACT shall not be deemed consideration paid by the COMPANY to any DEPUTY. C 3. The COMPANY and the 0.C.S.D. agree that this CONTRACT does not, and is not intended to, create, grant, modify, supplement, supersede, alter or otherwise affect or control in any manner or form: (a) any right, privilege, benefit, or any other term(s) or condition(s) of employment, of any kind or nature whatsoever, in, upon or for any DEPUTY and/or any DEPUTY's agents, representatives, unions, or the successors or assigns of any of them; (b) any applicable 0.C.S.D. employment and/or union contract(s); (c) any level(s) or amount(s) of DEPUTY supervision, standard(s) of performance, training and education standard(s); and/or (d) any 0.C.S.D. rule(s), regulation(s), hours of work, shift assignment(s), order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and exclusively, govern and control the employment relationship between the 0.C.S.D. and/or all conduct and actions of all DEPUTI ES. C 4. The COMPANY and the 0.C.S.D. agree that this CONTRACT does not, and is not intended to, limit, modify, control, or otherwise affect in any manner the SHERIFF's sole and exclusive right, obligation, and responsibility to determine, establish, modify, or implement any and all operational policies, procedures, orders, rules, regulations, ethical guidelines, and/or any other judgment, policy or directive which in any way governs or controls any activity of all DEPUTIES. The COMPANY further agrees that this CONTRACT does not obligate or require the SHERIFF or the 0.C.S.D, to change, alter, modify, use, or develop any different or special POLICE PROTECTION policies, practices or procedures for use at the FESTIVAL. C 5. The COMPANY agrees that this CONTRACT does not, and is not intended to, include any 0.C.S.D. warranty, promise, or guaranty, either express or implied, of any kind or nature whatsoever, in favor of the COMPANY, any COMPANY AGENT(S), or any person attending the FESTIVAL that any POLICE PROTECTION provided by the 0.C.S.D. under the terms and conditions of this CONTRACT will result in any specific reduction or prevention of any criminal activity at the FESTIVAL, or any other such performance-based outcome. C 6. Under the terms of this CONTRACT, the COMPANY agrees and promises that no DEPUTY shall be asked or required to perform any services directly for the COMPANY or otherwise be available to perform any other work or assignments from the COMPANY or be expected to perform any acts other than governmental law enforcement functions, crime prevention or POLICE PROTECTION, and that no DEPUTY shall be employed in any manner or capacity by the COMPANY. 11 Ala CONTRACT FOR RENAISSANCE FESTIVAL Attachment C POLICE PROTECTION C 7. The COMPANY agrees that neither the COMPANY nor any COMPANY AGENT(S) shall otherwise provide, furnish or assign any DEPUTY with any job instructions, job descriptions, job specifications, or job duties, or in any manner attempt to control, supervise, train or direct any DEPUTY in the performance of any 0.C.S.D. duty or obligation to provide POLICE PROTECTION under the terms of this CONTRACT. 12 A10 CONTRACT FOR RENAISSANCE FESTIVAL Attachment D POLICE PROTECTION COMPANY PROVIDED INSURANCE D 1. The COMPANY agrees, at its sole cost and expense, to purchase and maintain the following insurance coverage(s), in the minimum coverage amounts indicated, for the entire duration of this CONTRACT and to provide the COUNTY with appropriate Certificates of Insurance. The COMPANY acknowledges that all insurance obligations, bonds, and/or certificates or proof of same required shall be subject to the approval of the COUNTY's Risk Management Division. a. Comprehensive General Liability Broad Form Endorsement in the minimum amount of $1,000,000.00 C.S. L., and with the following as minimum requirements: Broad Form Property damage; Premises/Operations; (Blanket) Broad Form Contractual; iv. Personal Injury - delete contractual exclusion "A" and employee exclusion "C"; and v. Additional Insured - The COUNTY OF OAKLAND, the 0.C.S.D. and all COUNTY AGENT(S) as defined in this CONTRACT to include, without limitation, all COUNTY elected and appointed officials and their employees and agents for CLAIM(S), actions, lawsuits, etc. b. All Certificates of Insurance or self insurance shall contain the following clauses: ''Any coverage afforded the COUNTY shall apply as primary and not excess to any insurance issued in the name of the COUNTY OF OAKLAND, et al.'; "The insurance company(s) issuing the policy or policies shall have no recourse against the COUNTY OF OAKLAND for payment of any premiums or for assessments under any form of policy."; "Any and all deductibles in the above-described insurance policies shall be assumed by, and be for the account of, and at the sole risk of, the COMPANY"; and iv. "There will be no additional exclusions running to the Additional Insured based upon any actions or activities of the named insured." c. All Certificates of Insurance are to provide 30 days notice of material change or cancellation. All Certificates of Insurance must be provided no less than ten (10) working days before commencement of date of this CONTRACT to the COUNTY's Risk Management Division. Insurance carriers, coverage(s), and policy limits are also subject to the approval of the COUNTY's Risk Management Division as to conformity with the requirements of this CONTRACT. 13 .10••••••nn••• ON L Erma attersit Comty EXeCUtiVe HERER Date In Testimony Whereof, I have hereunto set my hand and apiixed the seal of he County of Oakland at Pontiac, Michigan this 18th day oogustrablik-gholmt dev ynn/D. Allen, County Clerk • • Resolution 4t94252 August 18, 1994 Moved by Obrecht supported by McCulloch the resolution be adopted. AYES: Powers, Schmid, Taub, Wolf, Crake, Douglas, Garfield, Gosling, Huntoon, Johnson, Kaczmar, Kingzett, Kramer, Law, McCulloch, McPherson, Moffitt, Newby, Obrecht, Palmer. (20) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, 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, 1994 with the original record thereof now remaining in my office.