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Resolutions - 2022.08.04 - 37509
"illGOake COUNTY MICHIGAN BOARD OF COMMISSIONERS August 4,2022 MISCELLANEOUS RESOLUTION #22-275 Sponsored By:Penny Luebs Sheriffs Office -Interlocal Agreement with the Renaissance Festival for 2022-2024 Law Enforcement Services Chairperson and Membersof the Board: WHEREAS the Michigan Renaissance Festival,the operator of a summer theatre facility by the same name in Groveland Township,has requested to enter into an agreement with the Oakland County Sheriff's Office for law enforcementservices for the 2022 -2024 seasons;and ‘ WHEREAS the Sheriff's Office has agreed to provide such services on an availability overtime hourlybasis with the number of man-hours to be determined bythe Sheriff's Office:and WHEREAS this agreement has been reviewed by Corporation Counsel;and WHEREAS the County of Oakland shall be reimbursed for sac services by the Michigan Renaissance FestivalatthehourlyovertimeratesestablishedbyBoardofCommissionersandreflectedintheattachedagreement. NOWTHEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves theexecutionoftheattachedagreementconsistentwithprovisionscontainedtherein. BE IT FURTHER RESOLVED thatthe Oakland C ounty Board of Commissioners authorizes its Chairperson to execute and enterinto this agreement on behalf of the C ounty. BE IT FURTHER RESOLVED thatthe proposed agreementwill result in revenue and expenditures ofapproximately$143,452 in FY 2022,$146,292 in FY 2023 and $149,201 in FY 2024. BE IT FURTHER RESOLVED a FY2022 -FY 2024 budget amendmentis required andis detailed in theattachedScheduleA.. Chairperson,the following Commissioners are sponsoring the foregoing Resolution:Penny Luebs. Date:August 04,2022 David Woodward,Commissioner a Chandan Hilarie Chambers,Deputy County Executive |! Date:August 10,2022 (Saw Lisa Brown,County Clerk /Register of Deeds Date:August 10,2022 COMMITTEE TRACKING 2022-07-26 Public Health &Safety -Recommend to Board 2022-08-04 Full Board VOTE TRACKING Motioned by Commissioner Michael Gingell seconded _Commissioner Angela Powell to adopt the attached Interlocal Agreement:with the Renaissance Festival for 2022-2024 Law EnforcementServices. Yes:David Woodward,Michael Gingell.Michael Spisz,Karen Joliat,Eileen Kowall,Christine Long,PhilipWeipert.Angela Powell,Chuck Moss,Marcia Gershenson,William Miller III,Yolanda Smith Charles, Charles Cavell,Penny Luebs,Janet Jackson,Gary McGillivray,Robert Hoffman,Adam Kochenderfer(18) No:Kristen Nelson (1) Abstain:None (0) Absent:(0) Passed ATTACHMENTS 1.2022-2024 MI RenFestival Patrol Services Agreement SCHEDULE A 2.MI REN FESTIVAL 2022-2024 Patrol Services Agreement FINAL STATE OF MICHIGAN) COUNTYOF OAKLAND) I,Lisa Brown,Clerk of the County of Oakland,do hereby certify that the foregoing resolutionis a true andaccuratecopyofaresolutionadoptedbytheOaklandCountyBoardofCommissionersonAugust4,2022,withtheoriginalrecordthereofnowremaininginmyoffice. In Testimony Whereof,I have hereunto set my hand and‘affixed the seal of the Circuit Court at Pontiac, Michigan on Thursday,August 4,2022. fae Lisa Brown,Oakland County Clerk /Register ofDeeds OaklandCounty,MichiganSHERIFF'SOFFICE-LAWENFORCEMENTSERVICESAGREEMENTWITHTHEMICHIGANRENAISSANCEFESTIVAL2022-2024SEASONS ScheduleDETAILBudgetFundLedgerFund#Account#Program#GrantIDProjectiD#|RegionAccountFY2022FY2023FY2024feFundNameDivisionName(FND)[CostCenter(CCN)#]_(RC/SC)(PRG)(GRN)#(PROJ)(REG)(BFA)SummaryAccountTitleAmendmentAmendmentAmendmentRGeneralFundPatrolServicesFND10100CCN4030601RC631869 PRG110000630000_ReimbSala$(138,092)$(140,932)}$—_(143,841)|R GeneralFundPatrolServicesFND10100CCN4030601RC631869 PRG116186630000_ReimbSalaries143,452446,292449,201TotalRevenues$5,360_$5,360§5,360EGeneralFundPatrolServicesFND10100CCN4030601SC712010 PRG116186702000Overtime$5,360_$5,360$5,360TotalExpenditures$5,360_$5,360$5,360 OAKLAND COUNTY SHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL This AGREEMENT is made and entered into between the MICHIGAN RENAISSANCE FESTIVAL,a Corporation,registered and licensed to conduct business in the State of Michigan,whose local address is 12600 Dixie Highway,Holly,Michigan,48442 ("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 AGREEMENT,when the COUNTY and SHERIFF arereferred 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 series of one day events that are open to the general public and held annuallyonapproximatelyfourteen(14)acres located at 12500 Dixie Highway,Holly,Michigan 48442,which includes numerous performances,performers in-period costumes,concerts,demonstrations,shows,ceremonies,and concessions featuring both eateries and drinking booths,and other activities in anefforttorecreatetheatmosphereofanoldEuropeanvillageduringtheRenaissanceera(“EVENT”); B.The COMPANY has consulted with the local law enforcement department regarding its ability toprovidesufficientLAWENFORCEMENTSERVICESattheEVENTandregardingwhetherany supplemental LAW ENFORCEMENT SERVICES are desirable and/or necessary. C.The SHERIFF,subject to the limits of available DEPUTIES and budget constraints,is authorized bylawtoprovideLAWENFORCEMENTSERVICESthroughoutthejurisdictionandterritoriallimitsof Oakland County.. D.The COMPANY has approached the O.C.S.O.about the possibility of supplementing limited,local LAWENFORCEMENTSERVICESwithO.C.S!0.DEPUTIES to provide increased LAW ENFORCEMENTSERVICESattheEVENT; E.The same fiscal and practical restrictions that limit the availability of local police resources for LAWENFORCEMENTSERVICESattheEVENTalsolimittheabilityoftheSHERIFFtoreassignDEPUTIES to provide LAW ENFORCEMENT SERVICES at the EVENT as part of their normal shift assignmentsandduties.However,because of the relatively large number of DEPUTIES the O.C.S.O.employs,theO.C.S.O.may be able to provide supplemental LAW ENFORCEMENT SERVICES at the EVENT onanovertimebasis. F.The COMPANY,in recognition of the expense to the O.C.S.O.in providing increased LAWENFORCEMENTSERVICESattheEVENT,has agreed to pay all COUNTY costs incurred in providingDEPUTIESforincreasedLAWENFORCEMENTSERVICESattheEVENT. G.The O.C.S.O.is agreeable to providing DEPUTIES for supplemental LAW ENFORCEMENTSERVICESattheEVENTpursuanttothetermsandconditionsofthisAGREEMENT,provided thatsuchLAWENFORCEMENTSERVICESdonot:(a)impair or interfere with the O.C.S.0.'s ability tomeetitsotherlawenforcementresponsibilities;(b)result in any O.C.S.O.loss of operational efficiencyorreadiness;and/or (c)result in any increased financial-burdens or the assumption of any additionalliabilitiestoCountytaxpayers.‘ THEREFORE,it is mutually agreed as follows: 1.Definitions.In addition to the terms and expressions defined elsewhere in this AGREEMENT,the OAKLAND COUNTYSHERIFF’S OFFICE2022-2024 LAW ENFORCEMENTSERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE FESTIVAL Page 1 of 12 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 notlimited 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 tule,policy,or regulation unless such activity is for the prevention of crime and the enforcement of the general criminal laws including,but notlimited 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 notlimited 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 venturer or partner,and/or any such persons,successors or predecessors,agents,employees,attorneys,or auditors (whether such persons actor 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, DeputyII,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 actor acted in their personal, representative,orofficial 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 AGENT at any time during the term of this AGREEMENT but,for any reason,is no longer employed,appointed,or elected and serving as an agent. OAKLAND COUNTYSHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 2 of 12 2.Assignment of DEPUTIES.The 0.C.S.O.will-assign DEPUTIES to provide LAW ENFORCEMENT SERVICES at the EVENT as follows: 2.1 Each EVENT DATE will have two shifts,for a total of eighteen to twenty-six (18-26)DEPUTIES per EVENT DATE. DEPUTIES will be provided in accordance with the following shift schedule for August 20, 21, 27, and 28,and September 3,4,and 5 of 2022: First Shift:Second Shift: LIEUTENANT:(1)0900-1500 hours (1)1500-2000 hours SERGEANT:(1)0900-1500 hours ~(1)1500-2100 hours DEPUTY II:(3)0900-1500 hours (5)1500-2000 hours DEPUTYII:(4)1000-1500 hours (2)1500-2100 hours DEPUTIES will be provided in accordance with the following shift schedule for September 10,11, 17, 18,24,and 25 of 2022: First Shift:SecondLIEUTENANT:(1)0900-1500 hours (1)1500-2000 hoursSERGEANT:(2)0900-1500 hours (2)1500-2100 hoursDEPUTYII:(3)0900-1500 hours (8)1500-2000 hoursDEPUTYII:(7)1000-1500 hours (2)1500-2100 hours DEPUTIES will be provided in accordancewith the following shift schedule for October 1,and 2 of 2022: First Shift:Second Shift: LIEUTENANT:(1)0900-1500 hours (1)1500-2000 hours SERGEANT:(2)0900-1500 hours (2)1500-2100 hours DEPUTY II:(3)0900-1500 hours (8)1500-2000 hours DEPUTY II:(7)1000-1500 hours .(2)1500-2100 hours DEPUTIES will be provided in accordance with the following shift schedule for August 19,20,26, and 27.and September 2,3,and 4 of 2023: First Shift:Second Shift: LIEUTENANT:(1)0900-1500 hours (1)1500-2000 hours SERGEANT:(1)0900-1500 hours ©(1)1500-2100 hours DEPUTY II:(3)0900-1500 hours (5)1500-2000 hours DEPUTY II:(4)1000-1500 hours (2)1500-2100 hours DEPUTIES will be provided in accordance with the following shift schedule for September 9,10, 16,17,23, 24,and 30 of 2023: First Shift:Second Shift: LIEUTENANT:(1)0900-1500 hours (1)1500-2000 hours SERGEANT:(2)0900-1500 hours (2)1500-2100 hours DEPUTY II:(3)0900-1500 hours (8)1500-2000 hours DEPUTY II:(7)1000-1500 hours (2)1500-2100 hours FESTIVAL Page 3 of 12 OAKLAND COUNTY SHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENT SERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE DEPUTIES will be provided in accordance with the following shift schedule for October 1 of 2023: First Shift:Second Shift: LIEUTENANT:(1)0900-1500 hours _(1)1500-2000 hours SERGEANT:(2)0900-1500 hours (2)1500-2100 hours DEPUTY II:(3)0900-1500 hours (8)1500-2000 hours DEPUTY II:(7)1000-1500 hours (2)1500-2100 hours DEPUTIES will be provided in accordance with the following shift schedule for August 17,18,24, 25,and 31,and September 1 and2 of 2024:e First’Shift SecondLIEUTENANT:(4)0900-1500 hours (1)1500-2000 hoursSERGEANT:°(1)0900-1500 hours (1)1500-2100 hoursDEPUTYII:(3)0900-1500 hours (5)1500-2000 hoursDEPUTYII:(4)1000-1500 hours (2)1500-2100 hours DEPUTIES will be provided in accordancewith the following shift schedule for September 7,8,14,15,21,22,28,and 29 of 2024:7 t First Shift:Second Shift: LIEUTENANT:(1)0900-1500 hours (1)1500-2000 hours SERGEANT:(2)0900-1500 hours (2)1500-2100 hours DEPUTY II:(3)0900-1500 hours (8)1500-2000 hours DEPUTY II:(7)(2)1500-2100 hours1000-1500 hours 3.Event Dates.The EVENT DATES are:August 20,21,27,and 28 of 2022;September 3,4, 5,10, 11, 17, 18,24,and 25 of 2022;October 1 and 2 of 2022;August 19,20, 26,and 27 of 2023;September 2, 3,4,9,10, 16, 17,23,24,and 30 of 2023;October 1 of 2023;August 17, 18,24, 25,and 31 of 2024; September 1,2, 7,8,14,15,21,22,28,and 29 of 2024.. 4.Payment. 4.1.The COMPANY agrees to pay the COUNTY for each individual DEPUTY scheduled to provide LAW ENFORCEMENT SERVICES at the EVENT pursuant to this AGREEMENT an amount equal to the total number of work hour(s),including any part of any hour(s),of LAW ENFORCEMENT SERVICES to be rendered by each individual DEPUTY;multiplied by the Hourly Overtime (OT) Rate indicated below for each DEPUTY's Rank. Rank 2022 Hourly OT Rate 2023 Hourly OT Rate 2024 Hourly OT Rate LIEUTENANT $96.89 $98.83 $100.81 SERGEANT "$87.94 $89.70 $91.49 DEPUTY II $75.60 $77.09 $78.62 4.2.The PARTIES estimate that the total cost of LAW ENFORCEMENT SERVICES will be $438,945.48.The PARTIES agree that this amount is an estimate only and that actual costs for the provision of LAW ENFORCEMENT SERVICES could be more or less.The COMPANY will make payments to the COUNTY according to the following schedule: 2022-2024 LAW ENFORCEMENT SERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE 2022 Due Date Amount Due August 17,2022 $15,582.14 August 24,2022 $15,582.14 August 31,2022 $23,373.21 OAKLAND COUNTY SHERIFF’S OFFICE FESTIVAL Page 4 of12 4.3. September 7,2022 .$22,228.70 September 14,2022 $22,228.70 September 21,2022 .$22,228.70 September 28,2022 ‘$22,228.70 Estimated 2022 Total Costs $143,452.29 2023 Due Date Amount Due August 16,2023 .$15,890.56 August 23,2023 ‘$15,890.56 August 30,2023 $23,835.54 September 6,2023 :$22,668.76 September 13,2023 $22,668.76 September 20,2023 $22,668.76 September 27,2023 .$22,668.76 Estimated 2023 Total Costs $146,292.00 2024 Due Date Amount Due August 14,2024 $16,206.58 August 21,2024 $16,206.58 August 28,2024 ‘$24,309.87 September4,2024 $23,119.54 September 11,2024 :$23,119.54 September 18,2024 $23,119.54 September 25,2024 $23,119.54 Estimated 2024 Total Costs $149,201.19 If the COMPANY fails to make any of the above scheduled payments on time,the O.C.S.O.will have no further obligation to provide any LAW ENFORCEMENT SERVICES under the terms of this Agreement.If the actual cost of providing LAW ENFORCEMENT SERVICES exceeds the estimated amount,the COUNTY will submit an invoice to the COMPANY that sets forth the additional amount due for each DEPUTY’S service rendered through the end of the EVENT,and the COMPANY agrees to pay the COUNTYthe full amount due and owing on any such invoice within thirty (30)days of the invoice date.‘Alternatively,if the actual cost of providing LAW ENFORCEMENT SERVICES is less than the estimated amount,the COUNTYwill refund the difference to the COMPANY within thirty (30)days of the last scheduled EVENT DATE. 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'SDEPUTYshiftstartsorendsinPontiac(b)any time expended transporting any person arrested by any DEPUTY during the course of providing LAW ENFORCEMENT SERVICES at the EVENTtotheOaklandCountyJail,in Pontiac,Michigan,including any reasonable length of time spent attheOaklandCountyJailbyanyDEPUTYwhilebookingsuchperson(s);(¢)any minimum call-inorovertimehoursguaranteedtoDEPUTIESunderanyapplicableunionoremploymentcontract,and/or (d)the performance of any LAW ENFORCEMENT SERVICES related duty or obligationwhichtakesanyDEPUTYawayfromtheEVENTbutwhichbeganorarosewhileanyDEPUTY OAKLAND COUNTY SHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENT SERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE FESTIVAL Page 5 of 12 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.).. 4.4.Upon Company's request,any O.C.S.O.payroll policies,payroll or attendance records, procedures,employment contracts,etc.that are applicable to the determination of the total costs to be paid to thé COUNTY by the COMPANY pursuant to this AGREEMENT,shall be made available by appointment with the O.C.S.O.for inspection by the COMPANY. 4.5.The COMPANY has,to its satisfaction,examined the O.C.S.O.'S wage and cost structures and acknowledgesand agrees that the COMPANY’S payment to the COUNTY under the terms ofthis AGREEMENT is not intended to result in arly 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. 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 AGREEMENT,may assign any or all such additional requested DEPUTIES at the applicable Hourly Overtime Rate for the rank of each such additional DEPUTY assigned. The O.C.S.O.and the COMPANY agree and acknowledgethat the LAW ENFORCEMENT SERVICES provided for under the terms of this AGREEMENT arestrictly limited to those governmental law enforcement functions authorized by law-and areexclusively governmental activities and functions of the type and nature that would be normally supported by tax dollars,and that this AGREEMENT 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. 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 thisAGREEMENT,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.C.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 AGREEMENT.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. 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. 8.1 In the event of staffing shortages,a shift scheduled for a Deputy Il may be filled by a :OAKLAND COUNTY SHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENTSERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE FESTIVAL Page 6 of 12 10. Sergeant or Lieutenant to minimize forcing a DeputyII tofill the shift. 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 AGREEMENT 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. 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 AGREEMENT,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:, 10.1.At all times and for all purposes relevant to this AGREEMENT,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.O. 10.2.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 directly to the COUNTY by the COMPANY to reimburse the COUNTY for its costs pursuant to this AGREEMENT shall not be deemed consideration paid by the COMPANY to any DEPUTY. 10.3.This AGREEMENT 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.C.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 0.C.S.O.and/or all conduct and actions of all DEPUTIES. 10.4.This AGREEMENT 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 AGREEMENT 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. 10.5.This AGREEMENT 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 AGREEMENT will result in any specific reduction or prevention of any criminal activity at the ,OAKLAND COUNTY SHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENT SERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE FESTIVAL Page 7 of 12 11. 12. 13. EVENT,or any other such performance-based outcome. 10.6.Under the terms of this AGREEMENT,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. 10.7.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 AGREEMENT. The COMPANY agrees that this AGREEMENT doesnot,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 atall times,and for any and all purposes under this AGREEMENT,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 behalfof 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. The COMPANY agrees that this AGREEMENT 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 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 notlimited 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 thatis not within the definition of LAW ENFORCEMENT SERVICES or otherwise a governmental law enforcement function under the terms of this AGREEMENT and which is not under the control and direction of the O.C.S.O. The COMPANY further agrees thatit 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 presenceof the O.C.S.O.and/or any DEPUTY at the EVENT.‘ 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 AGREEMENT,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 COUNTYand/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, OAKLAND COUNTY SHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENTSERVICES AGREEMENT WITH THE MICHIGAN RENAISSANCE FESTIVAL Page 8 of 12 14, 15; 16. Whe 18. 19. including,but not limited to,those described in this Paragraph. The COMPANY shall be solely and exclusively responsible,during the term of this AGREEMENT,for guaranteeing that all COMPANY AGENT(S):(a)follow all lawful orders of any DEPUTY performing any duties under this AGREEMENT;(b)fully cooperate with all DEPUTIES in providing any LAW ENFORCEMENT SERVICES pursuant to this AGREEMENT;and (c)conform their activities to comply with the terms of this AGREEMENT. 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 AGREEMENT,shall have free and open access to any and all premises,areas and'locations at the EVENT. The COMPANY,at its sole cost and expense,agrees to comply with the insurance requirements set forth in Attachment A,which is hereby fully incorporated into and made part of this AGREEMENT. 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 oflegal 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 AGREEMENT;(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 obligatéd 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). ITA.The indemnification rights contained in this AGREEMENT 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. 17.2.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 AGREEMENT 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). 17.3.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 COUNTYand/or any COUNTY AGENT(S)except as expressly provided in this AGREEMENT. The COMPANY agreesthat 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 AGREEMENT with regardto 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 ofthis AGREEMENT,shall survive the cancellation or expiration of this AGREEMENT. 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 AGREEMENT to any other person and/or public or private corporation,entity,or OAKLAND COUNTYSHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENT SERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE FESTIVAL Page 9 of 12 20. 24... 22. 23. 24. 25. 26. 27. organization of any kind. 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 AGREEMENT. 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. Term.This AGREEMENT shall become effective on August 1,2022 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 31,2024.Either the COUNTY,the SHERIFF,or the COMPANY may cancel this AGREEMENT 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 AGREEMENT to the other twoparties 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 P.M.on the stated effective date of cancellation, this AGREEMENT shall be canceled.COMPANY will remain obligated to reimburse the O.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. This AGREEMENT,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 AGREEMENT 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. The parties shall send,by first class mail,or alternatively may deliver in person,all correspondence and written notices required or permitted by this AGREEMENT to each of the signatories of this AGREEMENT,or any signatory successor in office,to the addresses shown in this AGREEMENT. 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. This AGREEMENT is made and entered into’in the State of Michigan and shall in all respects be interpreted,enforced and governed under the laws oftheState of Michigan.The language ofall parts of this AGREEMENT is intended to and,in all cases,shall be construed as a whole according toits fair meaning,and not construedstrictly for or against any party.As used in this AGREEMENT,the singular or plural number,possessive or non-possessive shall be:deemed to include the other whenever the context so suggests or requires.. Absent an express written waiver,the failure.of any party to pursue any right granted under thisAGREEMENTshallnotbedeemedawaiverofthatrightregardinganyexistingorsubsequentbreachordefaultunderthisAGREEMENT.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 ofanyright,power or privilege preclude any other or further exercise of any other right,power or privilege. The COUNTY,the SHERIFF,and the COMPANY acknowledge that this AGREEMENT shall be bindinguponeachofthemand,to the extent permitted by law,upon their administrators,representatives,subsidiaries,executors,successors and assigns,and all persons acting by,through,under,or inconcertwithanyofthem. OAKLAND COUNTYSHERIFF'S OFFICE2022-2024 LAW ENFORCEMENT SERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE FESTIVAL Page 10 of 12 28.This AGREEMENT setsforth 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 wayrelated 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 AGREEMENT 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. 29.For and in consideration of the mutual promises,acknowledgments,representations,and agreements set forth in this AGREEMENT,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 AGREEMENT. IN WITNESS WHEREOF,JAMES H.PETERSON,President and CEO of MICHIGAN RENAISSANCE FESTIVAL hereby acknowledges that he has authority to execute this AGREEMENT on behalf of MICHIGAN RENAISSANCE FESTIVAL,and hereby accepts ‘and binds MICHIGAN RENAISSANCE FESTIVAL to the terms and conditions of this AGREEMENT on this day of i 2022.: WITNESS:‘MICHIGAN RENAISSANCE FESTIVAL a Corporation registered in Michigan By:j JAMES H.PETERSON President and CEO 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 AGREEMENT on behalf of the COUNTY OF OAKLAND,and hereby accepts and binds the COUNTY OF OAKLAND to the terms and conditions of this AGREEMENT on this day of ,2022., 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 AGREEMENT on this day of ,2022. WITNESS: By: MICHAEL J.BOUCHARD Oakland County Sheriff OAKLAND COUNTY SHERIFF’S OFFICE 2022-2024 LAW ENFORCEMENTSERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE FESTIVAL Page'11 of 12 ATTACHMENT A COMPANY PROVIDED INSURANCE 1.The COMPANY agrees,at its sole cost arid expense,to-purchase and maintain the following insurance coverage(s),in the minimum coverage amounts indicated below,protecting the COUNTY and COUNTY AGENTS from any and all CLAIMS (as defined in the AGREEMENT),for the entire duration of this AGREEMENT 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 Brodd Form Endorsement in the minimum amount of $3,000,000.00 C.S.L.,and with the following as minimum requirements: i.Broad Form Property damage; ii.Premises/Operations; iii.(Blanket)Broad Form Contractual; iv.Personal Injury -delete contractual exclusion."A"and employee exclusion "C";and v.Additional Insured -The COUNTY OF ‘OAKLAND,the O.C.S.O.and all COUNTY AGENT(S)as defined in this AGREEMENT to include,without limitation,all COUNTY elected and appointed officials and their employees and agents for CLAIM(S),actions, lawsuits,etc.,arising out of the sole acts of the COMPANY and/or COMPANY AGENT(S). b.Professional Liability (Errors and Omissions),including Police Professional Liability in the minimum amount of $1,000,000.00;and c.All Certificates of Insurance shall contain the following clauses: i."Any coverage afforded the COUNTYshall apply as primary and not excess to any insurance issued in the name of the COUNTY OF OAKLAND,et al."; ii."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."; iii."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." d.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 AGREEMENT 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 AGREEMENT. 2.The COMPANY agreesthat the COUNTY shall be legally subrogated to any rights to recover or any benefits the COMPANY may have in any insurance policy and to the full extent of any payment made under any insurance policy as may be required to make'the COUNTY whole for any CLAIM(S).The COMPANY agrees to cooperate and do any act necessary to secure such rights for the COUNTY. OAKLAND COUNTY SHERIFF'S OFFICE 2022-2024 LAW ENFORCEMENTSERVICES AGREEMENTWITH THE MICHIGAN RENAISSANCE FESTIVAL Page 12 of 12