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HomeMy WebLinkAboutResolutions - 2023.08.03 - 40458 AGENDA ITEM: Participant Agreement for Governmental Entities for the 2023 MiCareerQuest Southeast Event DEPARTMENT: Economic Development MEETING: Board of Commissioners DATE: Thursday, August 3, 2023 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3142 _ 23-129 Motion to adopt the attached suggested resolution. ITEM CATEGORY SPONSORED BY Interlocal Agreement Yolanda Smith Charles INTRODUCTION AND BACKGROUND This is the 3rd year for the MiCareerQuest event, which is an innovative, hands-on career exploration experience for thousands of high school students, along with their teachers and counselors, as they learn about today’s hottest jobs from working professionals. The Oakland County Workforce Development staff has developed a unique opportunity for businesses, students and counselors to connect through an interactive and inspirational event with the focus on career awareness. This hands-on, interactive career event will feature companies from the most in-demand fields such as health sciences, technology, advanced manufacturing and construction. Over 8,000 students from across the region are registered to attend this event and over 100 companies and organizations will be exhibiting occupations at the MiCareerQuest Southeast event.The 2023 MiCareerQuest Southeast event is scheduled for November 14, 2023 at the Suburban Collection Showplace in Novi. It is important that Oakland County features careers available in the public sector, including community colleges, universities, cities and townships, and other government entities. POLICY ANALYSIS This is a request for the approval of the Participant Agreement for Governmental Entities for the 2023 MiCareerQuest Event on November 14, 2023, and the approval of $25,000 (not to exceed) for event space, table and chairs, electrical connections, etc. These funds will be paid directly by the County. The event will be held at the Suburban Collection Showplace in Novi and this is the 3rd year for this event. This is a hands-on, interactive career fair for high school students with over 100 companies participating with exhibits that feature occupations in four, high-demand career quadrants-advanced manufacturing, construction, health sciences, and information technology. This unique and innovative event will give students a better understanding of the career options available to them within the County and the region. Approximately, 8,000 students from across the region are registered to attend the Event. Corporation Counsel has reviewed and approved the Agreement. On final approval of the Board, the Chair is authorized to execute the Agreement(s). A budget amendment is not required as the funds are available from the MiCareerQuest Southeast sponsorship funds within the General Fund Planning and Economic Development Administration budget. BUDGET AMENDMENT REQUIRED: No Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Jennifer Llewellyn, Manager Workforce Development Economic Development ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 8/3/2023 David Woodward, Board of Commissioners Approved - 8/3/2023 Hilarie Chambers, Executive's Office Approved - 8/8/2023 Lisa Brown, Clerk/Register of Deeds Final Approval - 8/8/2023 AGENDA DEADLINE: 08/14/2023 7:14 PM ATTACHMENTS 1. 2023 Government Event Participant Agreement - FINAL COMMITTEE TRACKING 2023-07-26 Economic Development & Infrastructure - Recommend to Board 2023-08-03 Full Board - Adopt Motioned by: Commissioner Ajay Raman Seconded by: Commissioner Angela Powell Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Gary McGillivray (1) Passed August 3, 2023 RESOLUTION #2023-3142 _ 23-129 Sponsored By: Yolanda Smith Charles Economic Development - Participant Agreement for Governmental Entities for the 2023 MiCareerQuest Southeast Event Chair and Members of the Board: WHEREAS the Department of Economic Development-Workforce Development Division is requesting approval of the Participant Agreement for Government Entities for the MiCareerQuest Southeast Event on November 14, 2023; and WHEREAS the Participant Agreement contains the requirements for participation in the MiCareerQuest Southeast Event; and WHEREAS the estimated cost for participation of government entities for this event will not exceed $25,000 with funding being covered from existing event sponsorship funds; and WHEREAS the agreement has been reviewed by Corporation Counsel and Risk Management. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby authorizes the Event Participant Agreement for Government Entities, a one-time expenditure cap of $25,000 for participation during the 2023 MiCareerQuest Southeast event on November 14, 2023. BE IT FURTHER RESOLVED that a budget amendment is not required as the funding for the $25,000 (not to exceed) expenditure is available from the existing MiCareerQuest Southeast sponsorship funds within the General Fund Planning and Economic Development Administration budget. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Chair of the Oakland County Board to execute the Agreement on behalf of Oakland County. BE IT FURTHER RESOLVED that the Oakland County Clerk/Register of Deeds is requested to forward copies of the adopted agreement to the Oakland County Workforce Development, the Oakland County Workforce Development Board, and the Oakland County Economic Development department. Chair, the following Commissioners are sponsoring the foregoing Resolution: Yolanda Smith Charles. Date: August 03, 2023 David Woodward, Commissioner Date: August 08, 2023 Hilarie Chambers, Deputy County Executive II Date: August 08, 2023 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2023-07-26 Economic Development & Infrastructure - Recommend to Board 2023-08-03 Full Board - Adopt Motioned by Commissioner Ajay Raman seconded by Commissioner Angela Powell to adopt the attached Interlocal Agreement: Participant Agreement for Governmental Entities for the 2023 MiCareerQuest Southeast Event . Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, Janet Jackson, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman (17) No: None (0) Abstain: None (0) Absent: Gary McGillivray (1) Passed ATTACHMENTS 1. 2023 Government Event Participant Agreement - FINAL 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 August 3, 2023, 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 on Thursday, August 3, 2023. Lisa Brown, Oakland County Clerk / Register of Deeds MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 1 MICAREERQUEST SOUTHEAST EVENT PARTICIPANT AGREEMENT (GOVERNMENT ENTITIES) This event participant agreement (the “Agreement”) is made between the County of Oakland, 1200 North Telegraph, Pontiac, Michigan, 48341 (herein the “County”) and the event participant listed below (herein the “Participant”). The County and Participant may be referred to individually as a “Party” and collectively as the “Parties.” The County and Participant enter into this Agreement pursuant to the Urban Cooperation Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of County permitting Participant to participate in the Event (defined below). Name of Government Entity (the “Participant”): Address: Contact Person: Telephone Number: E-Mail Address: The Parties agree to the following terms and conditions: 1.Definitions. In addition to the terms and expressions defined elsewhere in this Agreement, the following words and expressions are defined and interpreted throughout this Agreement as: 1.1.Art Craft Display means Art Craft Display, Inc. Art Craft Display is the exclusive contractor for display assembly at the Facility. 1.2.BOCO means BOCO Enterprises, Inc., a Michigan corporation, located at 46100 Grand River Avenue, Novi, Michigan 48374. BOCO manages and operates the Facility. 1.3.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 Participant, or for which County or Participant 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. 1.4.County means Oakland County, a Municipal 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. 1.5.Designated Area means an area within the Facility that is designated by the County for Participant to use at the Event for the purposes authorized by this Agreement. MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 2 1.6.Event means the MiCareerQuest Southeast at the Facility on November 13th and 14th of 2023. 1.7.Facility means the exhibit space, pre-function space, conference rooms, banquet rooms, hotel lobby and guest rooms, lounge areas, storage areas, maintenance rooms, common areas, parking lots, roadways and grounds, located at the Suburban Collection Showplace, 46100 Grand River Avenue, Novi, Michigan 48374 and the Hyatt Place Hotel, 46080 Grand River Avenue, Novi, Michigan 48374. 1.8.Participant means the government entity provided above, which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its commission, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. 2.Participation at Event. Participant may only participate in the Event as set forth in this Agreement. 2.1. County will permit Participant to use the Designated Area at the Event for the purposes authorized by this Agreement. 2.2. Participant is only permitted to use its Designated Area at the Event to provide an exhibit that concerns career options for high school students. 2.3. Participant is only allowed to use its Designated Area and the Facility for the Event on November 13th and 14th of 2023. 2.4. Participant shall not place any signs or advertisements outside of its Designated Area without the prior written consent of the County. 2.5. Participant shall keep its Designated Area and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 2.6. Participant shall not make any alternations, additions, or changes to the Facility, unless prior written approval is given by BOCO. 2.7. Participant acknowledges that it had the opportunity to inspect the Facility and accepts the Facility and its Designated Area “AS IS,” “AS AVAILABLE,” and “WITH ALL FAULTS.” 2.8. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. 2.9. At the expiration or termination of the Event, Participant shall leave its Designated Area in the same condition that Participant found it and clean of all rubbish. Participant shall remove of all of its personal property from the Designated Area and the Facility prior to 11:59pm on November 14, 2023. If Participant does not remove all of its personal property from the Facility prior to 11:59pm on November 14, 2023, the County may dispose of it, as County deems fit, and bill Participant for any costs associated with the disposal. 2.10. Participant will be provided with a “Vendor Kit” prior to the Event. The Vendor Kit will provide and explain, among other things, the procedures and rules for loading and unloading and setting up and dismantling the Participant’s displays and exhibits. Participant acknowledges and understands that it may be required to contract with BOCO, Art Craft MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 3 Display, or another contractor that is approved by BOCO, for services or goods that Participant may need for the Event. To the extent the Vendor Kit does not conflict with the provisions in this Agreement, Participant shall comply with all requirements, rules, and procedures in the Vendor Kit. If the Vendor Kit conflicts with the provisions of this Agreement, this Agreement and its terms and exhibits will prevail. 3.Participant Responsibilities. 3.1. Participant’s exhibit at the Event shall be a hands-on career learning experience for high school students, teachers, and counselors. 3.2. Participant and all persons performing work on behalf of Participant shall not in any manner hold themselves out to be agents or employees of the County. 3.3. Participant is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for its participation at the Event. 3.4. Participant is prohibited from performing activities that may be injurious to County property, the Facility, or any person. 3.5. Participant shall comply with the Rules and Regulations of the Facility, which is attached and incorporated into this Agreement as Exhibit A, and the City of Novi’s Fire Department Fire Prevention Practices for Exposition Events, which is attached and incorporated into this Agreement as Exhibit B. 4.Liability/Assurances. 4.1. Damage to Property. Participant shall be responsible for any damage to the Facility and the property of Art Craft Display, BOCO, and any other contractor that Participant contracts with for the Event, that is caused by Participant. 4.2. Participant shall be solely liable and responsible for any loss, damage, destruction, or liability relating to or arising out of any of Participant’s contents, equipment, displays, or participation in the Event. 4.3. Participant shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon the Facility. 4.4. Responsibility for Claims. Except as otherwise provided in this Agreement, each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees, agents, and volunteers arising under or related to this Agreement. In 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. 4.5. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AND/OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR PARTICIPANT’S PARTICIPATION IN THE EVENT, REGARDLESS OF WHETHER THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 4.6. No Indemnification. Except as otherwise provided in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 4 4.7. Reservation of Rights. 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 either Party. 5.Insurance. Participant shall maintain general liability insurance for the Event on November 13th and 14th of 2023 and property/casualty insurance for any and all items and property that it brings to the Facility along with those coverages set forth in Exhibit C, which is attached to and incorporated into this Agreement. Participant shall provide BOCO and County with evidence of the insurance required in this Agreement upon request. Nothing in this Agreement precludes the County from being covered and protected by Participant’s insurance for any and all Claims against the County. 6.Termination. Either Party may terminate this Agreement upon thirty (30) calendar days written notice to the other Party for any reason. 7.Compliance with Law. Participant must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Agreement. 8.No Interest in Property. Participant shall have no title or ownership interest to the Facility or property belonging to or owned by the Facility. Participant will not claim any such title to or any easement over the Facility or property belonging to or owned by the Facility. 9.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Participant shall not assign any portion of this Agreement without the prior written consent of the County. 10.No Employee-Employer Relationship. Nothing in this Agreement shall be construed as creating an employee-employer relationship between County and Participant. 11.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. 12.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. 13.Waiver. The failure of the County to insist upon strict performance of any covenants or conditions of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by the County, unless such waiver is in writing by the County. 14.Amendments. This Agreement cannot be modified unless reduced to writing and signed by both Parties. MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 5 15.Severability. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Agreement. 16.Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 17.Counterparts. This Agreement may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but all of which shall together constitute one instrument. 18.Entire Agreement. This Agreement sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Facility for the Event and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. 19.Effective Date. The Effective Date of this Agreement shall be the date upon which the last of the Parties listed below has signed the Agreement. 20.Authority. The Parties represent that their respective signatories have the requisite authority to execute and bind them to the duties and responsibilities contained herein. MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 6 APPROVED AND AUTHORIZED BY PARTICIPANT: The Authorized Official below hereby acknowledges that they have been authorized by Participant’s respective board, commission, council, or other governing body to execute this Agreement on behalf of Participant and hereby accepts and binds Participant to the terms and conditions of this Agreement. NAME OF GOVERNMENT ENTITY (THE “PARTICIPANT”): APPROVED AND AUTHORIZED BY PARTICIPANT PARTICIPANT SIGNATURE DATE APPROVED AND AUTHORIZED BY COUNTY: David T. 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. APPROVED AND AUTHORIZED BY COUNTY SIGNATURE David T. Woodward, Chairperson Oakland County Board of Commissioners DATE MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 7 BOCO ENTERPRISES, INC. RULES & REGULATIONS 46100 GRAND RIVER AVENUE NOVI, MICHIGAN 48374 EXHIBIT “A” 1.PROMULGATION. BOCO Enterprises, Inc., the exclusive manager and operator ("Licensor") of the Facility has promulgated these Rules and Regulations ("Rules and Regulations"), pursuant to Section 9.2 of the BOCO Enterprises License Agreement ("Agreement") under which the Licensor has agreed to allow the Licensee to use certain areas ("Authorized Area") in the Facility during those times ("License Period") and for those purposes set forth in the Agreement. If there is at any time a conflict between the provisions of these Rules and Regulations and the provisions of the Agreement, the provisions of the Agreement shall control. 2.ADVANCE OR "CASH ON DELIVERY" SHIPMENTS. Licensor shall not accept any goods shipped to the Facility for the Licensee or any person claiming under the Licensee prior to the beginning of the License Period or during the License Period if any sum is to be paid to the carrier of such goods upon his delivery thereof. Notwithstanding the foregoing, the Licensor shall not be obligated to accept any goods shipped to the Licensee during the License Period except upon prior written consent to the Licensor. Licensor shall not be liable for any damage to said property, and the Licensee releases the Licensor for any claim of loss or of damage to said property and to any damage to other persons or property caused by said property. 3.RIGHT OF INSPECTION. Licensor reserves the right to inspect all cartons, packages, and containers brought into or out of the Facility. 4.PROPERTY OF LICENSOR. Licensee may not use or operate any equipment, furnishings, or other property of the Licensor without the prior written consent of the Licensor, and under no circumstances may Licensee remove said equipment, furnishings, or other property from the Facility. 5.DESIGNATED ENTRANCES. All persons, articles, exhibits, fixtures, displays, and property of any kind and description shall be brought into and out of the Facility only at and through those entrances and exits as the Licensor may designate from time to time. 6.RESTRICTED AREAS. Restricted areas of the Facility are labeled "Authorized Personnel Only", and only the Licensor shall have access to those areas. 7.IDENTIFICATION. All persons acting for or on behalf of the Licensee must wear an identification badge provided by the Licensee. 8.PUBLIC SAFETY. In accordance with Section 3.5 of the Agreement, Licensor may prohibit Licensee or an exhibitor from bringing into the Facility, any material, substances, equipment, or object which may endanger the life of, or cause bodily injury to, any person in the Facility or which is likely to constitute a hazard to any other property therein. 9.PROHIBITION AGAINST FLAMMABLE MATERIALS. No flammable materials, such as bunting, tissue MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 8 paper, crepe paper, etc., shall be used for decorations or advertising in the Facility. All such materials to be used for decorative or advertising purposes must first be treated with a flame- retardant, and such use shall be in accordance with all applicable federal, state, and municipal fire and safety rules and regulations. 10.PROHIBITION AGAINST FLAMMABLE LIQUIDS AND GASES. Licensee shall not, without prior written consent of the Licensor, put up or operate any engine or motor or machinery in the Facility or use oils, burning fluids, camphene, liquid oxygen, ethylene, propane, kerosene, naphtha, gasoline, or other flammable gases for either mechanical or other purposes or any other agent other than gas or electricity for illuminating the Facility. Said prohibition against the use of oils, gases, and gasoline will not apply to the use of fork lifts, motor drive vehicles, cranes, etc., necessary for the installation and removal of exhibits in the Facility, but shall apply to the operation of any exhibit in the Authorized Area. Where any automobiles, trucks, or gasoline engines are to remain in the Facility during any portion of the License Period, the Licensee shall take the following precautions: (a) All battery cables are to be disconnected and taped so as to avoid any possibility of emission of sparks therefrom; (b) All gasoline tanks are to register in the Empty or E range on their gauges by order of the City of Novi Fire Marshall; (c) In the event draining of tanks and refueling must be completed outside of the Facility. Fuel is to be removed or dispensed only with safety equipment approved by the Licensor; (d) All gasoline tanks must be sealed with a locking type gasoline cap. If such a cap is not available, the tank must be sealed in accordance with all federal, state, and municipal fire and safety regulations; (e) All liquid propane tanks are to be removed from the Facility during any portion of the License Period. NOTE: Added to these Rules and Regulations and made a part hereof, is the Novi Fire Marshall requirements. All occupants will need to follow the BOCA fire protection code. 11.SMOKING. Smoking is prohibited in the Facility at all times. 12.EMERGENCY EQUIPMENT. Fire-fighting and emergency equipment shall not be blocked or obstructed under any circumstances. This includes fire hose and fire extinguisher cabinets, fire pull and alarm boxes, and all entrances and exits to first aid facilities within the Facility. 13.MOTORIZED VEHICLES. No motorized vehicle shall be operated on any carpeted or tiled areas in the Facility under any circumstances. 14.USE OF CARTS. Carts or dollies with steel wheels are not permitted in any carpeted or tiled area in the Facility. In motion, all crates moved in and out of the Facility must be handled in a manner so as to maximize the protection of and minimize the risk of damage to all carpeting, painted MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 9 surfaces, door fixtures, etc. 15.USE OF TAPE. Licensee and all of its exhibitors, is strictly prohibited from using any unauthorized style of tape or adhesive substance on any surface within the facility, including the "show floor". Duct tape, plastic double-sided tape, or masking tape is specifically prohibited! Only cloth-backed carpet tape is allowed -- the acceptable type of tape is available for purchase from the Service Desk during move in hours. 16.CRATE STORAGE. The Licensee shall remove all crates, packaging and related materials from the Authorized Area prior to the beginning of the Show Period set forth in the Agreement. Notwithstanding anything in this paragraph to the contrary, cartons and boxes may be stored under exhibitor tables as long as the cartons or boxes do not extend past the edges of the tables. 17.ADVERTISING. All advertising of the exhibition or performance to be given in the Authorized Area for which the license set forth in the Agreement was given shall be accurate and true in all respects, and the content of all such advertising must first be supplied to the Licensor for its review and comment before it is, by any means, published. 18.BROADCAST RIGHTS. The Licensor reserves all rights and privileges for outgoing radio and television broadcasts originating from the Facility during the License Period. Licensee will request prior approval from Licensor to have any media coverage (including radio or television broadcasts) at the Event and will share any of the broadcast footage of the Event that is owned or permitted to be distributed by Licensee with Licensor for public relations purposes. 19.RECORDING. No visual or audio recording of any type or kind shall be made in the Facility without the prior written approval of the Licensor. The Licensor reserves the right to charge the Licensee an additional charge that is mutually agreed to in writing by the parties to be paid in accordance with the provisions of Article III of the Agreement for that privilege. 20.FIRE DEPARTMENT. The Fire Department may exercise its right to assign a fire detail to the premises during open show hours. The financial responsibility shall be with the Licensee. 21.ATTENDANCE CAPACITY. The Licensee shall not admit into the Facility a larger number of persons than the Facility can accommodate, as determined by federal, state, and municipal fire and safety rules and regulations. Furthermore, the Licensee shall not admit into any Authorized Area a larger number of persons than can freely and safely move about therein. The decision of the Licensor, in its sole discretion, shall be final in this respect. 22.LIVE ANIMALS. The Licensee shall not permit any live animal, reptile, fish, or bird to enter, nor suffer the same to remain in the Facility unless it is a properly and safely muzzled "seeing eye" dog accompanying a blind person or is an animal, reptile, fish, or bird which the Licensor has in writing expressly consented to allow in the Facility. All such animals so admitted must at all times remain on a leash, within a pen, or under similar control. 23.EXHIBITOR'S CONTRACTS. The Licensee shall have valid, properly executed and compatible written contracts with all performers and exhibitors who are to use the Authorized Area under the Licensee's right to use such, and the Licensee shall submit the same upon demand to the Licensor. MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 10 24.PERFORMANCE AND EXHIBIT APPROVAL. The Licensor retains the final right to approve every performance and exhibit offered in the Facility and in no event shall any such performance or exhibit take place if the Licensor objects to such. 25.REFUND OF TICKET REVENUE. Licensor retains the right to determine whether the price of tickets will be refunded for cause, in keeping with the Licensor's policy of retaining the public's goodwill. 26.ANNOUNCEMENTS. Licensor reserves the right to make announcements during all intermission periods relating to advertisement of future Facility attractions, and also at any time such other announcements as the Licensor deems necessary in the interest of public safety. 27.TOURS. Licensor reserves the right to conduct public tours of the Facility and Authorized Area therein during the License Period in such a manner as to minimize any interference with the Licensee's use thereof. 28.SOLICITATIONS. No collections or donations, whether for charity or otherwise, shall be made, attempted, or announced in the Facility without the prior written approval of the Licensor. 29.LOST ARTICLES. Licensor shall have the sole right to collect and have the custody of all articles left, lost, or checked in the Facility by persons attending any performance, exhibition, or entertainment given or held in the Facility, and the Licensee shall not collect or interfere with the collection or custody of such articles. 30.KEYS. All Facility keys required by the Licensee during its use of the Authorized Area under the terms of the Agreement may be obtained from the Licensor, must be returned to the Licensor at the end of the License Period, and are subject to a ten- dollar ($10.00) deposit per key. 31.PARKING. Exhibitor Parking: All exhibitors must park in the designated exhibitor parking area only, which may be by way of an off-site shuttle program at a location to be determined by Licensor. All exhibitors will be allowed free access in and out of the parking lot during move-in and move-out periods only. No gray water may be dumped. There will be charges if a power hook up is required. Licensee understands and agrees that this Exhibitor Parking Areas may be designated at an off-site location by Licensor and accommodated via a shuttle system. Exhibitor Parking Permits: Exhibitor Parking Permits allowing unlimited access in and out of the parking lot are available through the Licensor. Exhibitor Parking Permits must be prominently displayed on the dashboard of the vehicle. Parking Areas: Licensor shall attempt to provide as many parking spaces on-site as possible. In the event that the amount of on-site parking spaces will not be sufficient for Licensee's projected attendance, the Licensor shall attempt to coordinate additional parking areas off-site, the use of which may require the implementation of an off-site shuttle program which will be utilized in the event that the on-site parking falls short of the required amount. The acceptability and determination of whether or not to proceed with arrangements with the adjacent property MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 11 owner's parking area or the development of the on-site temporary parking area would remain solely with the Licensor, but, in any event, the Licensor and Licensee shall coordinate a mutually acceptable off-site shuttle program. 32.MEETING ROOMS. Meeting Rooms, unless licensed as part of the Authorized Area, may be rented at an additional charge. 33.LOADING DOORS. Licensee shall provide, at the Licensee's expense, a door operator designated and approved by the Licensor for the operation of loading doors within the Authorized Areas. Licensee shall be financially responsible to replace or repair doors if damage occurs during the License Period. 34.CLEARANCE REQUIREMENTS. Clearance requirements for combustible materials from hanging gas-fired heating units within exposition area: Five feet (5') from any side of the heating unit; Six feet (6') from the bottom of the heating unit. 35.HANGING SIGNS, BANNERS AND STREAMERS. No hanging signs, banners, streamers or other types of materials will be allowed directly under the heating units and the same shall maintain the appropriate distances as identified in #34 above. 36.HELIUM BALLOONS. Helium balloons are specifically banned from use in the areas of the exposition center serviced by these hanging gas-fired heating units. 37.COMPLIANCE. Licensor, in cooperation with local officials, reserve the absolute right to take whatever steps are necessary to ensure the strict adherence to these provisions, and if any costs are incurred to provide compliance, these costs shall be the responsibility of Licensee. BOCO ENTERPRISES, INC. By order of its Board of Directors MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 12 Exhibit “B” MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 14 MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 15 EXHIBIT C INSURANCE REQUIREMENTS During this Contract, the Participant shall provide and maintain, at its own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in the 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; Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Broad Form Contractual including coverage for obligations assumed in this Contract; $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. Participant must also satisfy one of the following: 1. Fully Insured or State approved self-insurer: or 2. Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption upon request; or 3. Sole Proprietors must submit a signed Sole Proprietor form upon request. 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 Contract. 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 form 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. Commercial Property Insurance. Participant shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 16 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 Participant; 4. Participant shall be responsible for its own property insurance for all equipment and personal property used and/or stored at the Facility; 5. The Commercial General Liability, Commercial Automobile Liability, and Commercial Property Insurance policies along with any required 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 Participant shall require its contractors or sub-contractors that participate in the Event, not protected under the Participant’s insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract; 7. Certificates of insurance must be provided upon request 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. MICAREERQUEST SOUTHEAST | Government Event Participant Agreement 17 NAME OF ENTITY/PERSON (THE “PARTICIPANT”): ADDRESS: APPROVED AND AUTHORIZED BY PARTICIPANT APPROVED AND AUTHORIZED BY THE COUNTY SIGNATURE SIGNATURE