HomeMy WebLinkAboutResolutions - 2020.12.07 - 33980MISCELLANEOUS RESOLUTION #20653 December 7, 2020
BY: Commissioner Penny Luebs, Chairperson, Health, Safety and Human Services Committee
IN RE: SHERIFF'S OFFICE — 2020 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE
SOMERSET COLLECTION LP
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Somerset Collection LP, the operator of a shopping mall located in the City of Troy, has
requested the Oakland County Sheriffs Office to supply Deputies for Law Enforcement Services for the
2020 holiday season; and
WHEREAS the Sheriffs Office has agreed to supply such Deputies on an availability overtime hourly basis,
the number of man-hours to be determined by the Sheriffs Office; and
WHEREAS this agreement has been reviewed by Corporation Counsel; and
WHEREAS the County of Oakland shall be reimbursed for such services by the Somerset Collection LP at
the hourly overtime rates established by Board of Commissioners per Miscellaneous Resolution #18423
and amended per Miscellaneous Resolution #19276.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves the attached 2020 Law Enforcement Services Agreement with the Somerset Collection LP
consistent with provisions contained therein.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes its Chairperson
to execute and enter into this agreement on behalf of the County.
BE IT FURTHER RESOLVED that the FY 2021 budget is amended as follows:
GENERAL FUND (#10100)
FY 2021
Revenue
4030601-116190-631869
Reimbursement Salaries
$2,862
Total Revenue
2 862
Expenditures
4030601-116190-712020
Overtime
$2,862
Total Expenditures
2 862
Chairperson, on behalf of the Health, Safety and Human Services Committee, I move the adoption of the
foregoing resolution.
Commissioner Penny Luebs, District #16
Chairperson, ealth, Safety and Human
Services Committee
HEALTH, SAFETY AND HUMAN SERVICES COMMITTEE VOTE:
Motion carried on a roll call vote with Kochenderfer absent.
OAKLAND COUNTY SHERIFF'S OFFICE
2020 LAW ENFORCEMENT SERVICES AGREEMENT
WITH THE SOMERSET COLLECTION LP
This CONTRACT is made and entered into between the SOMERSET COLLECTION LP, a Limited
Partnership, registered and licensed to conduct business in the State of Michigan, whose local address is
2800 West Big Beaver Road, Suite 300, Troy, Michigan, 48084 ("COMPANY"), and the COUNTY OF
OAKLAND, a Michigan Constitutional and Municipal Corporation, whose address is 1200 North Telegraph
Road, Pontiac, Michigan 48341 ("COUNTY"). The COUNTY is also represented by the OAKLAND
COUNTY SHERIFF, MICHAEL J. BOUCHARD, in his official capacity as a Michigan Constitutional Officer,
whose address is 1200 North Telegraph Road, Bldg. 38 E., Pontiac, Michigan 48341 ("SHERIFF"). In this
CONTRACT, when the COUNTY and SHERIFF are referred to jointly and collectively, they will be referred
to as the OAKLAND COUNTY SHERIFF'S OFFICE ("O.C.S.O.").
INTRODUCTION,
A. The COMPANY has a shopping mall located at 2800 West Big Beaver Road, Suite 300, Troy, Michigan,
48084, which includes locations on both the north and south side of the road.
B. The COMPANY has consulted with the local law enforcement department regarding its ability to
provide sufficient LAW ENFORCEMENT SERVICES during the upcoming holiday season ("EVENT")
regarding whether any supplemental LAW ENFORCEMENT SERVICES are desirable and/or
necessary.
C. The SHERIFF, subject to the limits of available DEPUTIES and budget constraints, is authorized by
law to provide LAW ENFORCEMENT SERVICES throughout the jurisdiction and territorial limits of
Oakland County.
D. The COMPANY has approached the O.C.S.O. about the possibility of supplementing limited, local LAW
ENFORCEMENT SERVICES with O.C.S.O. DEPUTIES to provide increased LAW ENFORCEMENT
SERVICES during the EVENT;
E. The O.C.S O. is authorized to provide LAW ENFORCEMENT SERVICES within Oakland County, but
absent an agreement such as this, the Sheriff has only a limited responsibility for law enforcement
activities at the COMPANY and is not required to assign any specific number(s) or rank(s) of DEPUTIES
to provide LAW ENFORCEMENT SERVICES at the COMPANY
F. The same fiscal and practical restrictions that limit the availability of local police resources for LAW
ENFORCEMENT SERVICES at the EVENT also limit the ability of the SHERIFF to reassign DEPUTIES
to provide LAW ENFORCEMENT SERVICES at the EVENT as part of their normal shift assignments
and duties. However, because of the relatively large number of DEPUTIES the O.C.S.O. employs, the
O.C.S.O. may be able to provide supplemental LAW ENFORCEMENT SERVICES at the EVENT on
an overtime basis
G. The COMPANY, in recognition of the expense to the O.C.S.O. in providing increased LAW
ENFORCEMENT SERVICES at the EVENT, has agreed to pay all COUNTY costs incurred in providing
DEPUTIES for increased LAW ENFORCEMENT SERVICES at the EVENT.
H. The O.C.S.O. is agreeable to providing DEPUTIES for supplemental LAW ENFORCEMENT
SERVICES at the EVENT pursuant to the terms and conditions of this CONTRACT, provided that such
LAW ENFORCEMENT SERVICES do not: (a) impair or interfere with the O.C.S.O.'s ability to meet its
other law enforcement responsibilities; (b) result in any O.0 S.O. loss of operational efficiency or
readiness; and/or (c) result in any increased financial burdens or the assumption of any additional
liabilities to County taxpayers.
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THEREFORE, it is mutually agreed as follows
Definitions. In addition to the terms and expressions defined elsewhere in this CONTRACT, the
following terms, whether used in the singular or plural, possessive or non -possessive, and/or within or
without quotation marks, shall be defined, read, and interpreted as follows:
1.1. "LAW ENFORCEMENT SERVICES" means the enforcement of the general criminal laws of this
state and the motor vehicle and traffic laws of this state, including, but not limited to, road patrol,
crime detection, crime prevention, and criminal apprehension, and/or response to any emergency
or non -emergency which, in the sole judgment of any DEPUTY, appears to require the presence,
attention, or services of any DEPUTY to address, respond, or attend to any issue, event, or
circumstance involving public safety, a breach of peace, public health, an accident or accidental
injury, and related law enforcement functions as authorized and/or mandated by law. LAW
ENFORCEMENT SERVICES shall not include any responsibility or job duty of the COMPANY
or any COMPANY AGENT including, but not limited to, gate attendants, ticket sellers, ticket takers,
ushers, directors, supervisors, parking attendants, managers, nurses, emergency medical
personnel or technicians, security guards, safety personnel, complaint adjusters, or any other
plant, operational, or administrative personnel who perform any general crowd control and
supervision functions, search any packages and/or patrons for objects such as bottles, cans,
cameras, weapons, or tape recorders, remove any objectionable patrons, signs or displays,
determine any person's admissibility to the EVENT, become involved in any dispute resolution
with any COMPANY AGENT and/or patron or any person attending the EVENT, or enforce any
COMPANY or EVENT rule, policy, or regulation unless such activity is for the prevention of crime
and the enforcement of the general criminal laws including, but not limited to, criminal property
trespass.
1.2. "CLAIM(S)" shall be defined to include any and all losses, complaints, demands for relief or
damages, suits, causes of action, proceedings, judgments, deficiencies, penalties, costs and
expenses, including, but not limited to, any reimbursement for reasonable attorney fees, witness
fees, court costs, investigation and/or litigation expenses, any amounts paid in settlement, or any
other amount for which the O.C.S.O. becomes legally and/or contractually obligated to pay, or any
other liabilities of any kind whatsoever whether direct, indirect or consequential whether based
upon any alleged violation of the constitution (federal or state), any statute, rule, regulation, or the
common law, whether in law or equity, tort, contract, or otherwise, and/or whether commenced or
threatened.
1.3. "COMPANY AGENT" means any and all COMPANY officers, directors, board members,
employees, managers, departments, divisions, volunteers, agents, and representatives of the
COMPANY, as well as any COMPANY licensee, concessionaire, contractor, subcontractor,
vendor, subsidiary, joint venture or partner, and/or any such persons, successors or predecessors,
agents, employees, attorneys, or auditors (whether such persons act or acted in their personal,
representative, or official capacities), and/or any and all persons acting by, through, under, or in
concert with any of them and/or the COMPANY.
1.4, "DEPUTY" shall be defined to include the Undersheriff, any Major, Captain, Lieutenant, Sergeant,
Deputy ll, Deputy I, or any other person of any rank, classification, or title who, pursuant to state
law, is a sworn deputy of the SHERIFF.
1.5. "COUNTY AGENT" means the OAKLAND COUNTY SHERIFF, SHERIFF MICHAEL J.
BOUCHARD, and any and all other COUNTY elected and/or appointed officials, commissioners,
officers, boards, committees, commissions, departments, divisions, trustees, volunteers,
employees (including any and all DEPUTIES), agents, representatives, contractors, predecessors,
successors, assigns, attorneys, or auditors (whether such persons act or acted in their personal,
representative, or official capacities), and any and all persons acting by, through, under, or in
concert with any of them. COUNTY AGENT shall also include any person who was a COUNTY
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AGENT at anytime during the term of this CONTRACT but, for any reason, is no longer employed,
appointed, or elected and serving as an agent.
2. Event Dates. The EVENT DATES are: November 28 and 29 of 2020 and December 5, 6, 12, 13, 19,
20, 26 and 27 of 2020. The anticipated schedule is two (2) Mounted Deputies on each date between
the hours of 1:00 p.m. and 4:00 p.m.
3. Payment.
3.1. The COMPANY agrees to pay the COUNTY for each individual DEPUTY'S LAW ENFORCEMENT
SERVICES at the EVENT pursuant to this CONTRACT in an amount equal to the total number of
work hour(s), including any part of any hour(s), rendered by each individual DEPUTY, multiplied
by the Hourly Overtime (OT) Rate indicated below for each DEPUTY's Rank.
Rank 2020 Hourly OT Rate
DEPUTY II $70.67
MOUNTED DEPUTY $28.62
3.2. The COMPANY has, to its satisfaction, examined the O.C.S.O.'S wage and cost structures and
acknowledges and agrees that the COMPANY'S payment to the COUNTY under the terms of this
CONTRACT is not intended to result in any net financial gain or profit for the COUNTY, but is
established to guarantee that the O.C.S.O. is fully reimbursed for any and all salary costs, on an
overtime basis, and other fringe benefit costs and expenses that the COUNTY is required to pay
to, or on behalf of, any DEPUTIES providing supplemental LAW ENFORCEMENT SERVICES for
the EVENT.
3.3. The O.C.S.O. will send the COMPANY an invoice that sets forth the amount due for each
DEPUTY'S services rendered pursuant to this CONTRACT. The COMPANY agrees to and shall
pay the COUNTY the full amount due on any such invoice within thirty (30) days of the invoice
date.
4 Subject to the SHERIFF's sole discretion and judgment as to the County -wide prioritization of his law
enforcement resources and law enforcement needs, the COMPANY may request from the SHERIFF
that he assign additional DEPUTIES to perform LAW ENFORCEMENT SERVICES at the EVENT. The
SHERIFF, subject to the terms of this CONTRACT, may assign any or all such additional requested
DEPUTIES at the applicable Hourly Overtime Rate for the rank of each such additional DEPUTY
assigned.
4.1. For purposes of computing the LAW ENFORCEMENT SERVICES costs, the total hours worked
by any DEPUTY shall include not only all estimated hours worked in providing direct LAW
ENFORCEMENT SERVICES for the EVENT, but shall also include any time spent on the following
activities: (a) Travel time, on a daily basis, to or from the SHERIFF'S DEPARTMENT, in Pontiac,
Michigan, at the beginning or end of any shift by any SHERIFF'S DEPUTY, if that SHERIFF'S
DEPUTY shift starts or ends in Pontiac (b) any time expended transporting any person arrested
by any DEPUTY during the course of providing LAW ENFORCEMENT SERVICES at the EVENT
to the Oakland County Jail, in Pontiac, Michigan, including any reasonable length of time spent at
the Oakland County Jail by any DEPUTY while booking such person(s); (c) any minimum call -in
or overtime hours guaranteed to DEPUTIES under any applicable union or employment contract,
and/or (d) the performance of any LAW ENFORCEMENT SERVICES related duty or obligation
which takes any DEPUTY away from the EVENT but which began or arose while any DEPUTY
was providing LAW ENFORCEMENT SERVICES at the EVENT (e.g., hot pursuit, transporting a
person for medical attention, an automobile accident occurring on the public road immediately
outside EVENT grounds, etc.),
5. The O.C.S.O. and the COMPANY agree and acknowledge that the LAW ENFORCEMENT SERVICES
provided for under the terms of this CONTRACT are strictly limited to those governmental law
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enforcement functions authorized by law and are exclusively governmental activities and functions of
the type and nature that would be normally supported by tax dollars, and that this CONTRACT simply
acknowledges the unusual circumstances and increased law enforcement needs created by the
EVENT and the corresponding increased financial burden on government law enforcement agencies
created by such EVENT.
6. 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 O.C.S.O. law enforcement personnel at that time to best
serve the citizens of Oakland County, may be unable to assign any or all of the DEPUTIES
contemplated to provide LAW ENFORCEMENT SERVICES on any particular EVENT DATE. The
COMPANY acknowledges and agrees that this CONTRACT, does not, and is not intended to, create
either any absolute right in favor of the COMPANY, or any corresponding absolute duty or obligation
upon the SHERIFF or the O.0 S.O , to guarantee that any specific number or rank of DEPUTIES will
be present to provide LAW ENFORCEMENT SERVICES. The COMPANY acknowledges and agrees
that the O.C.S.O.'s good faith and reasonable efforts to cooperate with the COMPANY in providing
LAW ENFORCEMENT SERVICES and to develop the necessary schedules, budgets and plans to
enable it to provide the numbers and ranks of DEPUTIES contemplated at the anticipated EVENT
DATES and the promised professionalism of the O.C.S.O. in these regards, as demonstrated
throughout previous similar agreements, are appropriate and adequate consideration to justify the
COMPANY'S decision to enter into this CONTRACT. The COMPANY hereby agrees to waive any and
all CLAIMS against the COUNTY, SHERIFF, or the O.C.S.O. which arise in connection with, or as a
result of, any alleged O.C.S.O. failure to provide adequate LAW ENFORCEMENT SERVICES at the
EVENT.
7. If the SHERIFF is unable to provide any or all DEPUTIES necessary to supplement the existing
available local LAW ENFORCEMENT SERVICES on any particular EVENT DATE, he will verbally
communicate that fact to the COMPANY as soon as such fact becomes reasonably known to him.
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.
9. O.C.S.O. Independent Status. The COMPANY and the O.C.S.O. agree that neither the O.C.S.O. nor
any DEPUTY, by virtue of this CONTRACT, or otherwise, shall be considered or asserted to be an
employee, contractor, sub -contractor, partner, joint venturer, representative, or agent of the
COMPANY, and further agree that:
9.1. At all times and for all purposes relevant to this CONTRACT, the O.C.S.O. shall remain the sole
and exclusive employer of all DEPUTIES and that the O.C.S.O. shall remain solely and exclusively
responsible for the direct payment to any DEPUTY of any DEPUTY'S wages, compensation,
overtime wages, expenses, fringe benefits, pension or retirement benefits, travel expenses,
mileage allowances, training expenses, transportation costs, and/or other allowances or
reimbursements of any kind, including, but not limited to, workers' disability compensation,
unemployment compensation, Social Security Act protection(s) and benefits, any employment
taxes, and/or any other statutory or contractual right or benefit based, in any way, upon any
DEPUTY'S status as an employee of the O.C.S 0.
9.2. The COMPANY shall not grant, give, allow, pay, reimburse, compensate, or otherwise provide any
wages, fringe benefits, privileges, gifts, equipment, personal property, supplies, benefits,
entitlement, consideration (monetary or otherwise), or any other thing of value, either directly or
indirectly, to, for the use by, or on behalf of, any individual DEPUTY, except that any money paid
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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.
9.3. This CONTRACT does not, and is not intended to create, grant, modify, supplement, supersede,
alter, or otherwise affect or control, in any manner or form (a) any right, privilege, benefit, or any
other term(s) or condition(s) of employment, of any kind or nature whatsoever, in, upon, or for any
DEPUTY and/or any DEPUTY'S agents, representatives, unions, or the successors or assigns of
any of them; (b) any applicable O.0 S.O. employment and/or union contract(s); (c) any level(s)
or amount(s) of DEPUTY supervision, standard(s) of performance, training and education
standard(s); and/or (d) any O.C.S.O. rule(s), regulation(s), hours of work, shift assignment(s),
order(s), policy(ies), procedure(s), directive(s), ethical guideline(s), etc., which shall, solely and
exclusively, govern and control the employment relationship between the O.C.S.O. and/or all
conduct and actions of all DEPUTIES.
9.4. This CONTRACT does not, and is not intended to, limit, modify, control, or otherwise affect in any
manner the SHERIFF's sole and exclusive right, obligation, and responsibility to determine,
establish, modify, or implement any and all operational policies, procedures, orders, rules,
regulations, ethical guidelines, and/or any other judgment, policy or directive which in any way
governs or controls any activity of all DEPUTIES. The COMPANY further agrees that this
CONTRACT does not obligate or require the SHERIFF or the O.C.S.O. to change, alter, modify,
use, or develop any different or special LAW ENFORCEMENT SERVICES policies, practices or
procedures for use at the EVENT.
9.5. This CONTRACT does not, and is not intended to include any O.C.S.O. warranty, promise, or
guaranty, either express or implied, of any kind or nature whatsoever, in favor of the COMPANY,
any COMPANY AGENT(S), or any person attending the EVENT, that any LAW ENFORCEMENT
SERVICES provided by the O.C.S.O. under the terms and conditions of this CONTRACT will result
in any specific reduction or prevention of any criminal activity at the EVENT, or any other such
performance -based outcome.
9.6. 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 LAW ENFORCEMENT SERVICES, and that no DEPUTY shall be employed in any
manner or capacity by the COMPANY
9.7. 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 O.C.S.O. duty or obligation to provide LAW ENFORCEMENT
SERVICES under the terms of this CONTRACT.
10. The COMPANY agrees that this CONTRACT does not, and is not intended to, create, by implication or
otherwise, any specific, direct or indirect obligation, duty, promise, benefit, and/or special right to any
LAW ENFORCEMENT SERVICES in favor of the COMPANY, any COMPANY AGENT(S), and/or any
patron or other person attending the EVENT. Further the COMPANY agrees that at all times, and for
any and all purposes under this CONTRACT, the O.C.S.O. and/or any DEPUTY present at the EVENT
shall be present strictly and solely to perform its governmental law enforcement function authorized by
law and for the benefit of the general public, and under no circumstances shall any DEPUTY undertake
any activity or duty on behalf of the COMPANY or provide any particular or specific service or benefit
to or for the COMPANY, any COMPANY AGENT(S), or any patron or other person attending the
EVENT.
11. The COMPANY agrees that this CONTRACT does not, and is not intended to, transfer, delegate, or
assign to the COUNTY, the SHERIFF, and/or any COUNTY AGENT(S) any civil or legal responsibility,
obligation, duty of care, or liability associated with the ownership, maintenance, or operation of the
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EVENT. The COMPANY agrees that it shall, at all times and under all circumstances, remain solely
and exclusively responsible for any and all costs, obligations, and/or civil liabilities associated with
owning and operating the EVENT, including, but not limited to, the provision of any Emergency Medical
Treatment, rendering any first aid or medical treatment facilities, providing or implementing any fire or
emergency evacuation plans or procedures, providing for basic crowd control, security services or
obligations, safety functions, and/or any other activity associated with the EVENT that is not within the
definition of LAW ENFORCEMENT SERVICES or otherwise a governmental law enforcement function
under the terms of this CONTRACT and which is not under the control and direction of the O.C.S.O.
The COMPANY further agrees that it shall not reduce, eliminate, or otherwise fail to provide, in any
way, the same number(s) and type(s) of security, emergency, or other personnel and/or the scope of
security and emergency service(s) or protection(s) that the COMPANY normally provides to any
COMPANY AGENT(S) or any person attending the EVENT, due to the presence of the O.C.S.O. and/or
any DEPUTY at the EVENT.
12 The COMPANY agrees that no COMPANY AGENT either as a result of or arising out of any act(s) by
any person in the performance of any duty under this CONTRACT, shall be considered or asserted to
be an employee of the O.C.S.O. 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.
13. The COMPANY shall be solely and exclusively responsible, during the term of this CONTRACT, for
guaranteeing that all COMPANY AGENT(S): (a) follow all lawful orders of any DEPUTY performing
any duties under this CONTRACT; (b) fully cooperate with all DEPUTIES in providing any LAW
ENFORCEMENT SERVICES pursuant to this CONTRACT; and (c) conform their activities to comply
with the terms of this CONTRACT.
14. The COMPANY freely and voluntarily consents to and agrees that the O.C.S O. and all DEPUTIES,
while providing LAW ENFORCEMENT SERVICES under the terms of this CONTRACT, shall have free
and open access to any and all premises, areas and locations at the EVENT.
15. The COMPANY agrees to defend, indemnify and hold the COUNTY and/or any COUNTY AGENTS
harmless from and against any and all CLAIMS that are imposed upon, incurred by, or asserted against
the COUNTY by any person and are based upon, result from, or arise from, or are in any way related
to any alleged error, mistake, negligent or intentional act(s) or omission(s) by the COMPANY and/or
any COMPANY AGENT(S), including, but not limited to: (a) any alleged breach of legal duty to any
person by the COMPANY and/or any COMPANY AGENTS; (b) any alleged failure by the COMPANY
or any COMPANY AGENTS to comply with any COMPANY duty or obligation in this CONTRACT; (c)
any other CLAIM(S) based, in any way, upon any COMPANY or COMPANY AGENTS' services,
buildings, equipment, or any other event, occurrence, duty, or obligation related or attendant thereto.
The COMPANY, however, shall not be obligated to pay any portion of any court ordered judgment or
award for which a court has determined that the COUNTY and/or any COUNTY AGENT(S) was either
solely negligent or solely at fault for any specific dollar amount of damages or loss to any person other
than the COMPANY or any COMPANY AGENT(S).
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15.1.The indemnification rights contained in this Contract are in excess and over and above any valid
and collectible insurance rights/policies. If the validity or collectability of the COMPANY'S
insurance is disputed by the insurance company, the COMPANY shall indemnify the COUNTY
and/or any COUNTY AGENT(S) for all CLAIMS asserted against the COUNTY and/or any
COUNTY AGENT(S), and if the insurance company prevails, the Company shall indemnify the
COUNTY and/or any COUNTY AGENT(S) for any uncollectable accounts.
15.2.To the extent that the COMPANY's promise to indemnify, pay and hold harmless the COUNTY
and/or any COUNTY AGENT(S) as set forth in this CONTRACT may become unenforceable or
uncollectible, the COMPANY shall contribute the maximum portion that it is permitted to pay and
satisfy under applicable law toward the payment and satisfaction of any CLAIM(S) against the
COUNTY and/or any COUNTY AGENT(S).
15.3.COMPANY shall have no rights against the COUNTY and/or any COUNTY AGENT(S) for any
indemnification (e.g., contractual, equitable, or by implication), contribution, subrogation, and/or
any other right to be reimbursed by the COUNTY and/or any COUNTY AGENT(S) except as
expressly provided in this CONTRACT.
16. 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.
17. The COMPANY agrees that it may not assign, delegate, contract, subcontract or otherwise, transfer,
promise, commit, or loan any O.C.S.O.'s or any DEPUTY'S LAW ENFORCEMENT SERVICES or
duties under this CONTRACT to any other person and/or public or private corporation, entity, or
organization of any kind.
18. The COMPANY represents and warrants that it has reviewed all of its current or proposed lease and
licensing agreements with its patrons, concessionaires, promoters, vendors, and other persons who
are or may become contractually involved with the COMPANY for the EVENT, and hereby represents
and warrants that the COMPANY does not have, and will not in the future have, any other contractual
agreement that will in any manner restrict, interfere with, or prohibit the COMPANY, any COMPANY
AGENT(S), or any other person from complying with the COMPANY's obligations and duties as set
forth in this CONTRACT.
19. The COMPANY agrees that it shall promptly deliver to the O C.S.O. written notice and copies of any
CLAIM(S), complaint(s), charge(s), or any other accusation(s) or allegation(s) of negligence or other
wrongdoing, whether civil or criminal in nature, that the COMPANY becomes aware of which involves
in any way the O.C.S.O. or any DEPUTY. The COMPANY agrees to cooperate with the O.C.S.O. in
any investigation conducted by the O.C.S.O. into any act(s) or work performance of any DEPUTY.
20. Term. This CONTRACT shall become effective upon being approved by resolution of the COUNTY
Board of Commissioners and signed by an authorized agent of the COMPANY and shall remain in
effect continuously until it expires without any further act or notice being required of any party at 11:59
p.m. on December 31, 2020. Notwithstanding the effective date of this CONTRACT, the LAW
ENFORCEMENT SERVICES provided under this CONTRACT will begin on November 28, 2020 and
will continue through December 31, 2020. The COMPANY agrees to pay the O.C.S.O. for each hour
of each DEPUTY'S LAW ENFORCEMENT SERVICES rendered pursuant to this CONTRACT
beginning on November 27, 2020, at the rates shown above in this CONTRACT. Either the COUNTY,
the SHERIFF, or the COMPANY may cancel this CONTRACT for any reason without incurring any
penalty or liability to any Party as a result, before its scheduled expiration, by delivering a written notice
of cancellation of this CONTRACT to the other two parties at least two (2) business days before the
effective date of cancellation (which cancellation date shall be clearly stated in the notice), and at 11:59
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P.M. on the stated effective date of cancellation, this CONTRACT shall be canceled. COMPANY will
remain obligated to reimburse the 0 C.S.O for any and all costs (e g., minimum overtime pay, minimum
contract call -in or overtime notice provisions, etc.) already incurred by the COUNTY and/or SHERIFF
prior to the cancellation effective date.
21. Any subsequent amendments to this CONTRACT, 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.
22. The parties shall send, by first class mail, or alternatively may deliver in person, 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 or delivered to such person's office during normal business hours.
23, This CONTRACT is made and entered into in the State of Michigan and shall in all respects be
interpreted, enforced and governed under the laws of the State of Michigan. The language of all parts
of this CONTRACT is intended to and, in all cases, shall be construed as a whole according to its fair
meaning, and not construed strictly for or against any party. As used in this CONTRACT, the singular
or plural number, possessive or non -possessive shall be deemed to include the other whenever the
context so suggests or requires.
24. 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.
25. 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.
26. This CONTRACT sets forth the entire agreement for increased LAW ENFORCEMENT SERVICES for
the EVENT between the O.C.S.O. and the COMPANY and fully supersedes any and all prior
agreements or understandings between them in any way related to the subject matter hereof. It is
further understood and agreed that the terms and conditions herein are contractual and are not a mere
recital and that there are no other agreements, understandings, contracts, or representations between
the O.C.S.O. and the COMPANY in any way related to the subject matter hereof, except as expressly
stated herein. This CONTRACT shall not be changed or supplemented orally and may be amended
only by concurrent resolutions of the Oakland County Board of Commissioners and the COMPANY
Board of Directors.
27. 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.
OAKLAND COUNTY SHERIFF'S OFFICE
2020 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE SOMERSET COLLECTION LP
8of9
IN WITNESS WHEREOF, John Myszak, General Manager of THE SOMERSET COLLECTION LP hereby
acknowledges that he has authority to execute this CONTRACT on behalf of THE SOMERSET
COLLECTION LP, and hereby accepts and binds THE SOMERSET COLLECTION LP to the terms and
conditions of this CONTRACT on this day of .2020.
WITNESS: THE SOMERSET COLLECTION LP
a Limited Partnership registered in Michigan
By:
John Myszak
General Manager
IN WITNESS WHEREOF, DAVID T. WOODWARD, Chairperson of the Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County
Board of Commissioners to execute this CONTRACT on behalf of the COUNTY OF OAKLAND, and hereby
accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this CONTRACT on this
day of , 2020,
WITNESS: COUNTY OF OAKLAND, a Michigan
Constitutional and Municipal Corporation
By
DAVID T. WOODWARD, Chairperson,
Board of Commissioners
IN WITNESS WHEREOF, MICHAEL J. BOUCHARD, in his official capacity as the Oakland County Sheriff,
hereby accepts and binds the Office of the Oakland County Sheriff to the terms and conditions of this
CONTRACT on this day of . 2020.
WITNESS:
By:
MICHAEL J. BOUCHARD
Oakland County Sheriff
OAKLAND COUNTY SHERIFF'S OFFICE
2020 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE SOMERSET COLLECTION LP
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Resolution #20653 December 7, 2020
Moved by Gingell seconded by Luebs the resolutions on the amended Consent Agenda be adopted.
AYES: Gingell, Hoffman, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham,
McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack,
Gershenson. (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted.
CAL-,
IHE! EF3YP a�O�ET;1f�r; S()Lt1TION
CHIEF DEFUTY COUi`tTY FXFfi,UTfifF.
11CTING PUR1.)LIANTTO N1CL 45 Cb"A (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 7,
2020, 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 Circuit Court at Pontiac,
Michigan this 7th day of December, 2020.
Lisa Brown, Oakland County