HomeMy WebLinkAboutResolutions - 2019.02.07 - 30975MISCELLANEOUS RESOLUTION• #19026 February 7, 2019 BY: Healthy Communities and Environment Committee, Penny Luebs, Chairperson IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/CHILDREN'S VILLAGE DIVISION — MANDY'S PLACE PLAYGROUND EQUIPMENT AND INSTALLATION SERVICES DONATION To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County Children's Village Division of the Health & Human Services Department is requesting approval to accept a donation from the Oakland County Children's Village Foundation, a separate non-profit entity, of a replacement playground structure on Mandy's Place playground; and WHEREAS in 1994, the Children's Village Foundation purchased a play structure for Mandy's Place; and WHEREAS Oakland County Department of Facilities Management deemed the play structure as hazardous and unusable, ordering a tear out; and WHEREAS the old play structure has been removed; and WHEREAS Mandy's Place currently has no outside play structure for residents; and WHEREAS Mandy's Place is an emergency shelter program that provides short-term placement services for children from birth to age 17. Mandy's Place provides a therapeutic, homelike intervention for youth; and WHEREAS outdoor play is essential to the social, emotional, cognitive, and physical well-being of children making the replacement of the playground structure at Mandy's Place a necessity; and WHEREAS the Oakland County Children's Village Foundation desires to donate a new playground structure and installation services for the benefit of children residing at Oakland County Children's Village Mandy's Place; and WHEREAS the Oakland County Children's Village Foundation plans to purchase the playground equipment from Miracle Midwest and plans to have Saf Play provide installation of the play structure and surface material surrounding the structure; and WHEREAS the value of the playground equipment and installation services being donated by the Oakland County Children's Village Foundation is $35,980; and WHEREAS a Donation Agreement between the County of Oakland and Oakland County Children's Village Foundation has been prepared by Oakland County Corporation Counsel; and WHEREAS there are no financial implications for the County beyond the normal maintenance cost, which will be covered by the existing Oakland County Children's Village Division of the Health & Human Services Department's operating budget NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the acceptance of the playground equipment and installation services donated by the Oakland County Children's Village Foundation valued at $35,980. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes its Chairperson to execute the Donation Agreement between the County of Oakland and the Children's Village Foundation. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes its Chairperson to execute the Bill of Sale document (Exhibit II of the Donation Agreement) to transfer and convey the playground structure from the Oakland County Children's Village Foundation to the County of Oakland in the amount of one dollar ($1.00). BE IT FURTHER RESOLVED that no budget amendment is required at this time. Chairperson, on behalf of the Healthy Communities and Environment Committee, I move the adoption of the foregoing resolution. jeCil Commissioner Penny Luebs, District #16 Chairperson, Healthy Communities and Environment Committee HEALTHY COMMUNITIES AND ENVIRONMENT COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Powell absent.
DONATION AGREEMENT BETWEEN THE COUNTY OF OAKLAND AND CHILDREN'S VILLAGE FOUNDATION This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Oakland County Children's Village Foundation ("Donor"), 5119 Highland Road, #3I5, Waterford, MI 48237. County and Donor may also be referred to jointly as "Parties". Whereas, the Donor desires to donate the playground equipment (Equipment) and installation services (Installation Services), which Donor will purchase from Miracle Midwest as described in Exhibit I. Whereas, the County desires to accept the Equipment and Installation Services for the benefit of the children residing at Mandy's Place at Children's Village in Oakland County. Therefore, in consideration of the mutual benefits and other good and valuable consideration exchanged between the Donor and the County, the Donor agrees to donate and the County agrees to accept the Equipment and Installation Services, upon the following terms and conditions: I. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows: 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Donor, or for which County or Donor may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. 1.4. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.5. Donor Employee means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; Page 1 of 17 DONATION AGREEMENT
joint venture; partner or agent of Donor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Donor Employee shall also include any person who was a Donor Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 2. DONORS RESPONSIBILITIES. 2.1. Donor donates to County the Equipment described and pictured in Exhibit I, which is incorporated into this Agreement to the extent that it does not conflict with the main body of this Agreement. 2.2. Donor is responsible for delivering and unloading the Equipment at a location agreed upon by the Parties. 2.3. Donor donates the Installation Services to install the Equipment. 2.4. Donor is responsible for providing all equipment and supplies to perform this Agreement. 2.5. Donor shall be responsible for obtaining and maintaining, throughout the term of this Agreement, all licenses, permits, certificates, governmental authorizations, and business/professional licenses necessary to perform this Agreement. Upon request by the County, Donor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Agreement. 2.6. The Installation Services must comply with Miracle Midwest's product literature and the most current Consumer Product Safety Commission Handbook for Public Safety Equipment. 3. DONOR EMPLOYEES. 3.1. Donor shall employ and assign qualified Donor Employees as necessary and appropriate to perform this Agreement. Donor shall ensure all Donor Employees have the knowledge, skill, and qualifications to perform this Agreement and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 3.2. Donor shall solely control, direct, and supervise all Donor Employees with respect to all Donor obligations under this Agreement. Donor will be solely responsible for and fully liable for the conduct and supervision of any Donor Employees. 3.3. Donor shall remove a Donor Employee performing work under this Agreement at the County's request provided that the County's request is based on legitimate, good-faith reasons. Replacement personnel for the removed person must be fully qualified for the position. 3.4. At the County's request, Donor Employees performing work under this Agreement shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Donor Employee's eligibility to perform work under this Agreement. Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Donor and Donor Employees shall provide all information or documents necessary to perform the background check. Page 2 of 17 DONATION AGREEMENT
3.5. Nothing in this Agreement is intended to establish an employer-employee relationship between the County and Donor or any Donor Employee. In no event, shall Donor Employees be deemed employees, agents, volunteers, or subcontractors of the County_ Donor shall ensure that Donor Employees are apprised of their status and the limitations independent contractors have of this status. 3.6. Donor and Donor Employees shall not represent themselves as County employees. Donor shall ensure that Donor Employees do not represent themselves as County employees. 4. COUNTY RESPONSIBILITIES. County shall receive and store the Equipment until it is installed. 5. TITLE TO EQUIPMENT. The Parties shall execute the Bill of Sale, which is attached and incorporated into this Agreement as Exhibit II, after the Installation Services for the Equipment are completed. Upon execution of the Bill of Sale, title and risk of loss to the Equipment shall pass to the County. Title and risk of loss shall remain with Donor until the execution of the Bill of Sale. 6. EFFECTIVE DATE OF AGREEMENT. This Agreement and any amendments shall be effective when executed by both Parties. 7. AMENDMENTS. All Amendments to this Agreement must be in writing, The Amendment shall be effective when signed by an authorized Donor Employee and an authorized County Agent. 8. ASSURANCES. 8.1. For any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 8.2. This Agreement 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 Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for the County. 8.3. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 8.4. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 9. COUNTY PROPERTY. 9.1. As set forth in this Agreement, Donor Employees have access to and the right to use County property to deliver Equipment and provide the Installation Services. Donor Employees shall not enter any facilities on County property. 9.2. Donor Employees shall not place any signs or advertisements on County property or facilities without the prior written permission of the manager of County's Director of Facilities Management and the County's Manager of Children's Village. Page 3 of 17 DONATION AGREEMENT
9.3. While performing this Agreement, Donor and Donor Employees shall keep County property or facilities and anything stored thereon in a clean, safe, and healthful condition and shall keep the property and facilities in a manner that will not prevent or interfere with the County's performance of its functions. 9.4. Upon completion of the Installation Services, Donor and Donor Employees shall leave County property in the same condition that Donor and Donor Employees found it and clean of all rubbish. Donor and Donor Employees shall remove all of their personal property within five (5) Days of completing the Installation Services. If Donor and Donor Employees do not remove their personal property within the five (5) Day period, then the County shall dispose of it and bill Donor for any costs associated with the removal and disposal. 9.5. Donor shall be responsible for any damage to any County property or a facility that is caused by Donor or Donor Employees. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third-party to make the necessary repairs or replacements, provided, however, that Donor shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 9.6. Donor shall be solely liable and responsible for any property loss or damage resulting from fire, theft, or other means to Donor's and Donor Employees' personal property located, kept, or stored on or at County property or facilities during performance of this Agreement. 10, DONOR'S WARRANTIES. 10.1. Donor warrants that all Installation Services will be performed in compliance with all applicable laws, statutes, regulations, ordinances, and professional standards. 10.2. Donor agrees to pass through to County any warranties given by its third-party vendor in connection with the Equipment and Installation Services 11. LIABILITY. Donor shall indemnify, defend, and hold the County harmless from all Claims, incurred by or asserted against the County by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of Donor or Donor's Employees. The County's right to indemnification is in excess and above any insurance rights/policies required by this Agreement. 11.2. Donor shall have no rights against the County for indemnification, contribution, subrogation, or any other right to be reimbursed by the County. 12. INSURANCE. At all times during this Agreement, Donor shall obtain and maintain insurance according to the requirements listed in Exhibit III, which is incorporated into this Agreement. 13. NO THIRD-PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 14. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or Page 4 of 17 DONATION AGREEMENT
provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 15. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Donor's promise to indemnify or hold the County harmless is found illegal or invalid, Donor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 16. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the singular or plural, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 17. FORCE MAJEURE. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 18. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first-class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 18.1. If Notice is sent to County, it shall be addressed and sent to: Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 18.2. If Notice is sent to Donor, it shall be addressed to: Kelly Lewis and Karen Joliat, Oakland County Children's Village Foundation, 5119 Highland Road, #315, Waterford, MI 48237. 18.3. If Notice is sent to Children's Village, it shall be addressed to Joanna Overall, Oakland County Children's Village, 1200 North Telegraph Road, Pontiac, MI 48341. 19. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th 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 Page 5 of 17 DONATION AGREEMENT
EXECUTED: i/ WITNESSED: court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 20. PRECEDENCE OF CONTRACT DOCUMENTS. In the event of a conflict, the terms and conditions contained in Sections 1 through 21 of this Agreement shall prevail and take precedence over any allegedly conflicting provisions in all Exhibits, Purchase Orders, Amendments, and other documents expressly incorporated herein. 21. ENTIRE AGREEMENT. 21.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific services described in the attached Exhibits. With regard to those services, this Agreement supersedes all other oral or written agreements between the Parties. 21.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS 'WHEREOF, , hereby acknowledges that she is authorized by policy of Oakland County Children's Village Foundation, to execute this Agreement on behalf of Oakland County Children's Village Foundation and hereby accepts and binds Oakland County Children's Village Foundation to the terms and conditions of this Agreement. DATE: / 1/6 DATE: IN WITNESS WHEREOF, David Woodward, Chairperson, 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 Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: Oakland County Board of Commissioners County of Oakland Page 6 of 17 DONATION AGREEMENT DATE:
tv" 6.0 g hlic14ary, rdfo. 8? OiliOt COVIC:41, EXHIBIT I QUOTATION 1:1292:018KJA TO: Oakland County Childrens Village Foundation DATE: November 28, 2018 5119 Highland Road #316 SUBJECT: Children's Village — Option #2 Waterford, I'M 48327 QUOTE FIRM: Feb 28, 2019 (per Sheedy} DELIVERY TIME ARC: 4— 6 weeks Ph: Fax; Email: PRICES QUOTED: FOB: JOBSITE TERMS: ORDER CANNOT BE PLACED WITHOUT A SIGNED QUOTE OR PURCHASE ORDER. ORDERS OVER S5.000 WILL REQUIRE A SIGNED PURCHASE ORDER BEFORE THEY WILL BE PLACED. ORDER IS NET 30 DAYS WITH APPROVED CREDIT A,1`4D WITH PURCHASE ORDER OR LL II ER OF PURCHASE. OTHERS NEED IRREVOCABLE LETTER OF CREDIT WITH PURCHASE ORDER. UNSATISFACTORYiNO CREDIT HISTORY: PAYMENT WITH ORDER. QUANTITY ITEM # DESCRIPTION Miracle — Option #2 Kids Choice Drawing #MMW 180274A-1A 28 #44012R Recycled Timbers Equipment Total Discount Sub Total SaIes Tax Freight (6,682 lbs. Vale only for 30 days) Delivered Prlce of Equipment ONLY SITE WORK SERVICES installation of Equipment Listed Above Installation of Timbers Supply and instal 1892 geo fabric Install ao cy Englineeced Wood Fiber Unload and accept delivery Total Equipment lit1allation: Site Vor I.-/y others SAFETY SURFACING Zeager 80 'us Engineered Wood Fiber Safety Surfacing 12 Compactaci TOTAL PRICE $ 31,453.00 $ 1,904.00 $ 33,357.00 S 13,342.00 $ 20,015_00 $ NA 5 2,230.00 $ 22,245.00 5 9,685.00 830.00 $ 375.00 5 880.00 400.00 5 12,170.00 $ 1,160.00 % Sales Tax S NA P.O. BOX '130 Roily. Michigan 48442 Fax {517] 34.c1-1,911 •infordWiraelehtclwest.com Page 7 of 17 DONATION AGREEMENT
EXHIBIT I L'IT.v, State Project Name Pa.F.F 2 Freight (Freight Quote is orr4 iii id for 23 days) $ 406.00 TOTALS SUMMARY: TOTAL PIROJECT COST — NET 30 DAYS $35,980.00 Thank you for the opportunity to prode this quotation. Signed: Kimberly I Alexander Miracle Midwest PLEASE NOTE THE FOLLOWING: A Sales and Use Tax form is attached if applicable. Sales tax on this quote is only an estimate, Final sales tax will be added to your invoke if a current form is not on file in our office. A Miracle Credit Application may be required, and must be completed and returned before your order is placed. If credit is not issued, Cash in Advance is required with order. Orders over $5,000 will require a Purchase Order before they will be placed. ORDERS OVER $10,0013.00 MAY REQUIRE 50% DEPOSIT BEFORE ORDER IS RELEASED. See top of quote for terms WI This quote is to supply the equipment listed above only. Any other contractual requirements/needs are the responsibility of the contractor. WI PLEASE provide 4-5 sturdy adults or appropriate unloading equipment to unload your equipment Due to fluctuating fuel and steel prices, quotes are valid for only 30 days. After 30 days, cost is only an estimate and actual charges may differ. Price was quoted site unseen, it assumes the site is reasonably fiat PLEASE DO NOT INSTALL Safety Surfacing or Edging until AFTER your play equipment has been installed PLEASE Add Sales Tax if appropriate or fax 2 copy of your Tax Exempt CERTIFICATE with Order THIS OUOTE DOES NOT INCLUDE: Equipment Sereices, Materials not specifically noted above U a loadingiStora ge/Security of equipment Site excavation/preparation Removal. of soils/excess excavated materials -from site Dewateringlexcess water removal from footings, excavations, or any other installation processes where excess water may be present Drainage Material for play area Accessible route to new play area Supply of new topsoil: seeding, landscaping or site restoration Demolition, removal OR disposal of existing equipment or debris Any permits, it required Repair of any utilitieslinrigotion system not marked by Miss Dig or the owner Te1.71inq of sod conditions Prevailing wage or tilliOrl labor/wages. Page 8 of 17 DONATION AGREEMENT
EXHIBIT I citv, at Project P.:aline Page 9. Perfoimancellal)orknaterial bonds NOTE: YOUR PLAYGROUND IS NOT ADA, COMPLIANT UNLESS YOU HAVE ADA COMPLIANT SAFETY SURFACING. SAFETY SURFACING IS REQUIRED UNDER & AROUND ALL PLAYGROUND EQUIPMENT. INSTALLATION PRICES ASSUME NORMAL SOIL CONDITIONS AND DO NOT INCLUDE ROCK EXCAVATION, TREE TRUNK EXCAVATION, ASPHALT OR 'CONCRETE REMOVAL IF ANY SUCH MATERIAL IS DISCOVERED AT A PROJECT SITE A REMOVAL FEE WILL RE ADDED TO THE PROJECT COST. PLEASE READ CAREFULLY FOR ANY RETRO-FIT PROJECTS: Adding these updated components to this structure increases the compliance of this equipment However, this equipment was manufactured prior to current CPSCiASTM guideiiriesistanclards and therefore we cannot bring every- item on the equipment to current guidelhesfstandards. WOW Backcharge Policy: Miracle Midwest (WOW) and its represented equipment manufacturers will not be responsible for any back charges without prior written authorization based on a submitted written quotation for any work the contractor lcustome.r deems necessary, including but not limited to alterations, removals, repair, painting and for reinstallation of any product purchased through Miracle Midwest for any of its manufacturers/suppliers. Any individ Lia VC ontractorkompany proceeding without written approval by MMW and or the manufacturer will assume all financial responsibility for incurred expenses & liability for any changes to the product & the project. hereby authorize Miracle Midwest to ship the equipment fisted above for which I agree to pay the total am owls specified. f will be responsible for receiving all merchandise from the truck. I agree with the Payment terms listed above. Non-taxable customers will provide proper tax exemption certificate. THIS QUOTE IS LIMITED TO AND GOVERNED BY THE TERMS CONTAINED HEREIN. Attraole obj.eots to any other terms proposed by Customer, in writing or atherveis. e, es material afte-stions, and at such proposed terhts shail be void. Customer authorizes Miracle to -ship the Equipment and agrees to pay Miracle the total amount speoTted Shipping tefms are FOB the place of -shipment via common earrierdesignated by Miracle_ Payment terms are fret-3D days from invoice dale with approved credit and elf charges are due and payable in fult at PC• Box 204757; OaJIas,DC7532174757,, unless notered otherwise *Miracle in writing. Customer agrees to pay all additional service charges for past due irrvoices. Customer most provide proper tax exemption certificates to Miracle, and chali promptly pay and discharge all otherwise applicable tares, license fees, levies and other i171paCitiOrIS on the Eqcipment at its own expense. Purchase orders and payments should be made to the order of Miracle Recreation Equipment Company. To confirm this order, please sign, complete all inforrrition below and fax to us at 517-349-1911 OR email to info(eDmirablemidwest.com Signature Date Print this addreA onyour PO, seneiquotefRafo fax fauriberienzil ?is redanove. P.O. to Miracie Recreation Equipment Co. 1-1'.yy 80, Monett., MO esna (Required for orders over 55,000), PLEASE PROVIDE (NECESSARY FOR ORDER TO BE PLACED): sHip TO ADDRESS: INVOICE TO ADDRESS: END USER ADDRESS: DELIVERY INVOICING END USER CONTACT: CONTACT: CONTACT: RHONE 4k. PHONE #: PHONE 4: Page 9 of 17 DONATION AGREEMENT
EXHIBIT I State Pro"Act same MIRACLE COLOR CHOICES (COLOR CHOICES CAN BE FOUND IN THE BACK OF THE CATALOG): (ADJUST AS P--1H!...: Es: -REMOVE THIS HOTE PRIOR TC SEPIEWIG TO CUSTOMER POSTS: SLIDES: DECKS: RAILS/CU AS E RS: R DOES: PANELS: BARREL: CANOPY: IMPORTANT: PLEASE PAX OR EMAIL ALL PAGES OF QUOTE WHEN CONFIRMING ORDER, THE POP:EGONG QUOTE'AM OFFER el= 1-=_Ealf AP:DROVED 'AND ACCEPTMBY-1,,ffitii:CLE CREATION EQUIPMENT CO/OANY bACLEflIYiFESTL By Date: Thit Quote :hall not become a binctirte contact until ste•ed and debecoredI by both Catto-a-,, andMiraol-a Recreation Equiputor.t Conmany (Tlsluiscle"). Sahe Represenrative is not autlsodeed to siim this Quote on. beltalif Miracle or Customet, and 'Quote: -cannot be acoepied*oin Sales Representative To Submit thit oat, ?Reale sign ban.' and forward a complete M.gueil copy of this Quote direcily to 'Miracle Salad rforn,,riv,on" via f.x; 235_ zi•:51 or etuail. ord ntderctrern Upou •oceptance_ Min& Toth retinal 0 thSn-r ncdoopyfth Qtate to Cantlome- tuath copy to Sales Repre_enhative) via. fan at email. TEES QUO-LT ISLIIr±ITO AND Gt. )1.TM-1ED BY TEE TER2.IS C1JNL5ENED 1-E.RED.T. Miracle cabjerts to any other ten= nropsied by Curtornes; no smiting or cilternise, ar nalterial alterariorui, and all such proixoed rerun shall be veici Customer atao rL titres-. 1.-ftracAe to ship the Banipfnoot and tpreer to tray Linde the total amount apectfied. SEIrlaina ter= are FOB the place of via coimanon earlier desimaied by Pryingrirtfir= at o Net-30 days from invoice date with approved crodit and ail charges are due araipayabIe in full at PO Box 2C4757, Dallas. TX 75-320-4757. =less notified otherwite by Miracle in voitime. Cut:tamer agrees to pay all additional titmice clitresn for pan clue icivoic.x. Custonam nunt provide pioper tax eneeption certhicates to le. and shall promptly pay and ditcharee all otherwise a_pplicable taxes., license fe, le-riler and other imposthous on the EZIkL1p1112111' at tin DWIr eatlailate Purchase ciders and payment:. should be nmile to the order of Miracle Reoreation Equipment C ompony. ADDITIONAL TERM-S & CONDITIONS OF SALE to Mnriterance_ Customer ero.no tarepiliorly inspect_ and 1...9.1iimet,ial. the Equip:la-4 and to prot:de, inspect and ra.dritain appropue sa_feiy -a r±uridor and around the ForMprnent in accot dame withMja,de's product literature end thernort zuunatt Consumer Product atfety Comunsnonl-Isindtooii tn. L`irbli.cPlaybircianct :.orety. 2_ Default, Remetl/n Z.--iDelintore.rry Curfea. Curt- niefs failure to pay any iiwoice whei c1ua or it failure tc—n themise comply with the banns CO thit QuotE, const twee default under editwoicco csgent Defaule:t Uyon an Event of Default Miracle shall have all remedies equity dudm& witittut a/wet:IL-A.'nforitesi a se,:rneameditscr undar the Uniform Con.ln-alcial Code- Customeat ayeu aildat arid cooperate with Miracle. to accnntithali fillisq Land enforcement of medial-it o's or other hens acithresced t to the alpunuit or in location or its repictsaticti of dlealuipinem.. and CustomerEsipleSTry W.Ores. all dg-in to "pOsr i.ealuitinient after on Event- of Default All remedies are cumulative andrzt alternative, :amino eaerctrebv on redo of a remedy will prchiltt or waive toe e:ce-rottse of my other 7 einady. CUL-Stan-ter shall pay all reasonable artorngyr.. fee; plus any costs of col:lei-ton incurred by NIttaele iii erifOrdrit, its rigan hereunder. :Idle= to any amitadons under law. Coot tersiulipauto Mil-2,de asdiluidzted. dant.l5a5:. and. no.t a5 a p,malty. an rn-drie equal to .15 !: per month anti payment tat is delinquent in suds naont :India not rectered by leratIe within t4tt tlirt dAys &tel.' the Late on which due Limitaticn War, anty/ laden-m-1 Ey. iCLE lyLA..EM EQ-r,.71P.I. LENT ',NAPS-A:N.1.1E5 EcunFi FOR 71-1-0•:;E ST.P•1-7DAFD [59_CECT VM1471-TE EQUIPMENT. WHICH .ARE Th:CORPOBATED-HEREN t1TI--F5 2,1170-.ACLE, PECM CALIN DECI-4:2,n ANY M.S=1.4ip W.e,..R.R.ALLITY CP 'NEE:RC NTAFI1ITO Din P171'. ...;a4; FORA PARTICULAR FURTC*E. AND ANY LIABILITY FCR E \TCITIEZ,ITAL. OR Page 10 of 17 DONATION AGREEMENT
EXHIBIT I State Project 24 anle Paee col-zi,Eou-ENTLAL DAmAGE, croz,Ey Ai3= TO DaErlID..11-7DEN.D.L.M'ATD 5AVEI,M-'aCT.:E H_ARMLM5n0.5.-r ALL CLAS:15 ANY 1.7,1, For, .:1_,Q,1Ace-4 cs RIND ...11=.70 our C.-F CUSTOMM.'S ALTERATION OF 17.5FAILIT"-,E TO lideliTh:TielE,I THE 175 FAILURE TO FRCIFMA EQI.:"LohT...NT D5E. OR In RAI:LIME TO PROVIDE :20..1-D NIA.DeTAD...7.‘12PF,OFF.14.TE fTEANDttEFhH5OFFErT fiERFAMTG BRIZEATH AND AROUND THE EQUIF5.1E-QT De ACC aRrANcE WITH IvELFACLE5 fieSTALLATI ON AND OW=.5-1...-LA.:LIAILAND THE ..\-1C*T C CON5L'Z,DFRFRMUCT3AF..7.Th. ' E.-LAbiDECOEt. FOR FVELIC P...triclicau., Until all amounts due hareunciar me paid in full. Customer shalinck: permit the Erfiipzieur to be lero:ef. upon or attached varier am legal process: di, bansfer ttle- to the Elyaipment or any of Customers rights thereby or tIll remove or permit the removal of the .Equipment to any lofitionnat sled:bed inthis Quote. 5. Ruchme Monet., 5ectibty1nteres.t. Customer hereby g.rants pledges mid as si &115 to MIracle, anal-lie-2de hereby reserve-a a purchase aymay, seoutty interest in. the Rpaproult in order to secure the and performance M full oraL MCLxronera obligtahons hereunder. alSt03:11aT apeeits that Miracle may Lila one or more &laming statements, in order to allot., it to yeti Kt, acquire and maintain a supenor aecurilyillt"elesz in the Esoipment O. Choice of Law and Jurisdistsr.L AU agreCMITAS between ciztorner and I..hiracie Mall be juke-Feted and the parties' obli g.iticors shall be Kovemed, by the laws of the State of ltassoarri roi 'Mont reference to its choice of learpsorisions. Customer-hereby consents to the peraorid judiction. of the state and feiErAl court located in the city arid oomily at' St. Losais, Missouri, Tilde; Fish r,oso; Insurer-6:e, Miracle Retains fu1 titie to all Ezpipmenit untl full payment is received by NEracle. Customer assume, all ria; rf loss or deshantdon of or diunage to the TaraVpiirent lry 'exam. or &dr. fire, water, or any other cause, and -the naturrenee of any suCh casualty shall not teliv-e the Customer tomtits obligEous ITETELE1C121 and wider any Mistacc6. Untl all amounts due hereunder are paidin full, Cu c•sh..01 insure the Pcirripment aainn alL such losses and can/lilies. O._ Waiver; havalidt.-. Tat acla may W.iiVe a default hereunder, ca under any tiavoice or of: .sat aresi-ent between Customer and Miracle or cure such a default at Customer's expense. bashed' hare no-obligation to do either. Nowaivu- shaIl. be clemed :ohm:a taken place unless it is du r...siting. aedby bracle. Any one waiver Mal.l not row:tune a waiver or otherderemit or the sum- idrod of default at another lime, or a krfaiture of any 1.:;..1d. provided to .N.arada hereunder orundor .any invoice. The irivalldi 7 ci aary. ptiol ;Ai dsta Quote ilnotachot the force ma, effen of the remaikins-,valid pordans hereof. Rrithe Argo:nerd: _4.menchLlent This ..thlir-e%eouted Quote, as annlenuaited tw Citan6e Circlets 3.r.d.vedcanuasact arrunetb esticuate3 provided hereire cons dtats the catTlete and erclusive agreement het-omen the parcies. A Change Order is a written instal:rent .U.gredlry the Castor= and Miracle stafoig.fritn• agreem.mt as to any amentiment in the terms of this c?Liate. Customer admowtedge.s that Ounge 'Orders Islay result in delays and additional costs. The pates agree that ell CD.ange'rders, shall include anuopriare adjushnonts in price and thine rianw, relating to any requested amcmairiorts. Upon fu',2 execntioa this Quote sltal be binding upolaridurure to the buiefit of the-pea-ties and their succsors and assils. 2.0. Cormtetpaxts.:Electanic Traluinin.Mon This Qua se,. any invoke, and atY: Gth2I ayeement between the parties, may be evecuted coonserparm, each of -MUM Mal c•:arc:Usti- an calginal, The fa-sin-ale or other aleenrcithc aarumission of any signer! oxVnal doc=rent„ reid ren-ansatssicta of any isigued facsimile or other elect-or& tramminsiza ihell be the s.unie as tIre transmission of an ccigml At the request of either Fart,r, theparnes will confirm fesimile or &tug alestrorricaLly transmitted rtignrng anorituial document. Please return all pages of this quote upon ordering. Thank You? Page 11 of 17 DONATION AGREEMENT
EXHIBIT I OAKLAND COUNTY CHILDREN'S VILLAGE - OPTION #2 - View 2 par: f'fAC, ML WV/130274B Page 12 of 17 DONATION AGREEMENT
EXHIBIT II BILL OF SALE This Bill of Sale, is executed and delivered as of , 20 , by Oakland County Children's Village Foundation, 5119 Highland Road, #315, Waterford, MI 48237 (the "Seller"), to and in favor of the County of Oakland, a Michigan Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 (the "Buyer"). Seller transfers and conveys to Buyer playground equipment, depicted in Exhibit I, which is attached and incorporated herein (hereinafter the "Equipment"). The Buyer shall pay consideration in the amount of one dollar ($1.00) for the Equipment transferred and conveyed pursuant to this Bill of Sale. Seller represents and warrants to Buyer that: (1) Seller owns the Equipment; (2) the Equipment is free and clear of all liens; and (3) Seller has the full right, power, and authority to sell the Equipment and to deliver this Bill of Sale. BUYER: The County of Oakland, a Michigan municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, MI 48341 SELLER: Oaldand County Children's Village Foundation 5119 Highland Road, #315 Waterford, MI 48237 By: Its: By: Its: Page 13 of 17 DONATION AGREEMENT
EXHIBIT III DONOR INSURANCE REQUIREMENTS During this Agreement, the Donor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Agreement. The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages 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; (I) Broad Form Contractual including coverage for obligations assumed in this Agreement; $1,000,000 — Each Occurrence Limit $1,000,000 — Personal & Advertising Injury $2,000,000 — Products & Completed Operations Aggregate Limit $2,000,000 — General Aggregate Limit $ 100,000 — Damage to Premises Rented to You (formally known as Fire Legal Liability) 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. 1. LI Fully Insured or State approved self-insurer. 2. 0 Sole Proprietors must submit a signed Sole Proprietor form. 3. El Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Page 14 of 17 DONATION AGREEMENT
EXMBIT III 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. This requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the performance of this Agreement. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following faun of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. Page 15 of 17 DONATION AGREEMENT
EXHIBIT III Supplemental Coverages (Required as Cheekedl 1. 0 Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 2. 0 Commercial Property Insurance. The Donor shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 3. 0 Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence shall be required when liquor is served and/or present. 4. El Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate when cleanup & debris removal are part of the services utilized. 5. 0 Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 6. LI Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 7. 0 Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 8. 0 Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. Page 16 of 17 DONATION AGREEMENT
EXHIBIT III 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. 1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; 2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; 3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Donor; 4. Donor shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property; 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6. The Donor shall require its contractors or sub-contractors, not protected under the Donor's insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Agreement; 7. Certificates of insurance must be provided no less than ten (10) Business Days prior to the County's execution of the Agreement and must bear evidence of all required terms, conditions and endorsements; and 8. 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- unless otherwise approved by the County Risk Management Department. Page 17 of 17 DONATION AGREEMENT
Resolution #19026 February 7, 2019 Moved by Weipert seconded by Gingell to amend the resolutions on the Consent Agenda to add Co-Sponsors. A sufficient majority having voted in favor, the motion to amend the resolutions on the Consent Agenda to add Co-Sponsors passed. Moved by Quarles seconded by Luebs the resolutions on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Hoffman, Jackson, KowaII, Kuhn, Long, Luebs, Markham, McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weider( Woodward, Zack, Gershenson, Gingell. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted (with accompanying reports being accepted). GERALD D. POISSON CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45,S59A(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 February 7, 2019, 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 7th day of February, 2019. Lisa Brown. Oakland County