HomeMy WebLinkAboutInterlocal Agreements - 2023.10.17 - 40819
AGENDA ITEM: Interlocal Agreement with the Somerset Collection LP for 2023-2024 Law
Enforcement Services
DEPARTMENT: Sheriff’s Office
MEETING: Board of Commissioners
DATE: Tuesday, October 17, 2023 7:55 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-3416
Motion to approve the attached 2023-2024 Law Enforcement Services Agreement with the
Somerset Collection LP consistent with provisions contained therein and authorize the Chair of the
Board of Commissioners to execute and enter into this agreement; further to amend FY 2024 as
detailed in the attached Schedule A.
ITEM CATEGORY SPONSORED BY
Contract Penny Luebs
INTRODUCTION AND BACKGROUND
The Somerset Collection LP, the operator of a shopping mall located in the City of Troy, has
requested the Oakland County Sheriff's Office to supply Deputies for Law Enforcement Services for
the 2023-2024 seasons. The Sheriff's Office has agreed to supply such Deputies on an hourly
overtime basis, the number of work hours to be determined by the Sheriff's Office based on staffing
availability. This agreement has been reviewed by Corporation Counsel and Risk Management.
The County of Oakland will be reimbursed for such services by the Somerset Collection LP at the
hourly overtime rates established by the Board of Commissioners per MR #23123 and any
applicable holiday rate if incurred.
POLICY ANALYSIS
The previous interlocal agreement with the Somerset Collection LP for 2023 Law Enforcement
Services was passed by the Board of Commissioners on July 20, 2023 (MR #2023-2927) but it was
not signed and executed. This is a request to enter into an agreement with the Somerset Collection
LP till December 31, 2024 for services by two Deputies II positions on Fridays, Saturdays and
Sundays. In the event of staffing shortages, a shift for a Deputy II may be filled by a Sergeant or
Lieutenant.
BUDGET AMENDMENT REQUIRED: Yes
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
Curtis Childs
Gaia Piir, Sheriff Fiscal Officer
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 10/17/2023
AGENDA DEADLINE: 10/27/2023 7:55 PM
ATTACHMENTS
1. Interlocal Agreement w Somerset LES Agreement 2023-2024 SCHEDULE A
2. Somerset LES Agreement 2023-2024 FINAL
COMMITTEE TRACKING
2023-10-10 Public Health & Safety - Recommend to Board
2023-10-17 Full Board - Adopt
Motioned by: Commissioner Angela Powell
Seconded by: Commissioner Robert Hoffman
Yes: David Woodward, Michael Spisz, Karen Joliat, Kristen Nelson, Christine Long, Robert
Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, William Miller III,
Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman (15)
No: None (0)
Abstain: None (0)
Absent: Gary McGillivray, Penny Luebs, Michael Gingell, Janet Jackson (4)
Passed
Oakland County, Michigan
SHERIFF'S OFFICE - INTERLOCAL AGREEMENT WITH THE SOMERSET COLLECTION LP FOR 2023-2024 LAW ENFORCEMENT SERVICES
Schedule "A" DETAIL
R/E Fund Name Division Name
Fund #
(FND)
Cost Center
(CCN) #
Account #
(RC/SC)
Program #
(PRG)
Grant
ID
(GRN) #
Project ID #
(PROJ)
Regio
n
(REG)
Budget
Fund
Affiliat
e (BFA)
Ledger
Account
Summary Account Title
FY 2024
Amendment
FY 2025
Amendment
FY 2026
Amendment
R General Fund Patrol Services FND10100 CCN4030601 RC631869 PRG116190 PRJ-SOMERSET 630000 Reimb Salaries $198,284 $51,554 $-
Total Revenues $198,284 $51,554 $-
E General Fund Patrol Services FND10100 CCN4030601 SC712020 PRG116190 PRJ-SOMERSET 702000 Overtime $198,284 $51,554 $-
Total Expenditures $198,284 $51,554 $-
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OAKLAND COUNTY SHERIFF’S OFFICE
2023-2024 LAW ENFORCEMENT SERVICES AGREEMENT
WITH THE SOMERSET COLLECTION LP
This AGREEMENT 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
AGREEMENT, 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 AGREEMENT, 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.C.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:
1. Definitions. In addition to the terms and expressions defined elsewhere in this AGREEMENT, 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 II, 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 any time during the term of this AGREEMENT but, for any reason, is no longer
employed, appointed, or elected and serving as an agent.
2.Event Dates. The agreed upon EVENT DATES are every Friday, Saturday, and Sunday of 2023 and
2024 unless if agreed upon by both parties in a letter of understanding or amendment to change or
add days of the week to this agreement prior to December 31, 2024.
The anticipated schedule is two (2) Deputy II positions for the following requested shifts:
DAY Shift
Friday 1500-2100 hours
Saturday 1300-2100 hours
Sunday 1300-2100 hours
2.1. Mounted Deputies may be requested and are subject to availability and inclement weather
conditions to protect the safety of the horses and Deputies.
3.In the event of staffing shortages, a shift scheduled for a Deputy II may be filled by a Sergeant or
Lieutenant.
4. Payment.
4.1. The COMPANY agrees to pay the COUNTY for each individual DEPUTY’S LAW ENFORCEMENT
SERVICES at the EVENT pursuant to this AGREEMENT 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 or Hourly Holiday OT Rate (double time (DT) or triple time (TT)
whichever is applicable) using the most current rate approved by the Oakland County Board of
Commissioners at the time this contract is entered.
4.2. 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
AGREEMENT 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.
4.3. 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 AGREEMENT. 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.
5.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 or Holiday Overtime Rate for the rank of each such
additional DEPUTY assigned.
5.1. 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
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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.).
6. The O.C.S.O. and the COMPANY agree and acknowledge that the LAW ENFORCEMENT SERVICES
provided for under the terms of this AGREEMENT are strictly limited to those governmental law
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 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.
7. The COMPANY acknowledges and agrees that there may be circumstances beyond the SHERIFF's
control when the SHERIFF, in his sole discretion and judgment as to the prioritization of his law
enforcement resources, his overall evaluation of Oakland County's immediate law enforcement needs,
and his determination as to the allocation of 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 AGREEMENT, 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.
8. 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.
9. The SHERIFF and the COUNTY reserve to themselves any rights and obligations relating to the
provision of any and all police and/or governmental law enforcement services, and this 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.
10. 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 venture, 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
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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
O.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
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.
11. The COMPANY agrees that this AGREEMENT 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
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patron or other person attending the EVENT. Further the COMPANY agrees that at all 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 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.
12. 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 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 AGREEMENT 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.
13. 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 COUNTY and/or any COUNTY AGENT(S) by any
COMPANY AGENT(S) which are based upon, result from, or arise from, or are in any way related to
any COMPANY AGENT(S)' wages, compensation, benefits, or other employment-related rights,
including, but not limited to, those described in this Paragraph.
14. The COMPANY 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.
15. 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.
16. 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
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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 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 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).
16.1. 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.
16.2. 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).
16.3. 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 AGREEMENT.
16.4. The COMPANY shall obtain and maintain Commercial General Liability in the amount of
$2,000,000 each occurrence/$4,000,000 aggregate and Umbrella Liability in the amount of
$10,000,000 and shall name the County of Oakland as an additional insured and certificate
holder on its Commercial General Liability insurance policy. Evidence of such insurance shall be
provided to the COUNTY prior to the implementation of this agreement.
17. 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 AGREEMENT 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 AGREEMENT, shall survive the cancellation or
expiration of this AGREEMENT.
18. 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
organization of any kind.
19. 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.
20. The COMPANY agrees that it shall promptly deliver to the O.C.S.O. written notice and copies of any
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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.
21. Term. This AGREEMENT shall become effective upon being approved by resolution of the COUNTY
Board of Commissioners and signed by all parties 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.
Notwithstanding the effective date of this AGREEMENT, the LAW ENFORCEMENT SERVICES
provided under this AGREEMENT will begin as indicated in Paragraph 2 (Event Dates). The COMPANY
agrees to pay the O.C.S.O. for each hour of each DEPUTY'S LAW ENFORCEMENT SERVICES
rendered pursuant to this AGREEMENT at the rates shown above in this AGREEMENT. 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 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 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.
22. Any subsequent amendments to this AGREEMENT, 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.
23. All correspondence and written notices required or permitted by this AGREEMENT shall be in writing
and sent 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 effective: (a) the next business day, if personally delivered; (b)
the third business day, if sent by U.S. mail, postage prepaid, return receipt requested; (c) the next
business day, if sent by a nationally recognized overnight express courier with a reliable tracking
system; or (d) the next business day with a written response or receipt of confirmation, if sent by e-mail
or fax.
24. 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 of the State of Michigan. The language of all parts
of this AGREEMENT 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 AGREEMENT, the singular
or plural number, possessive or non-possessive shall be deemed to include the other whenever the
context so suggests or requires.
25. Absent an express written waiver, the failure of any party to pursue any right granted under this
AGREEMENT shall not be deemed a waiver of that right regarding any existing or subsequent breach
or default under this AGREEMENT. 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.
26. The COUNTY, the SHERIFF, and the COMPANY acknowledge that this AGREEMENT 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.
27. This AGREEMENT 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
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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.
28. 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.
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SIGNATURES
Kate Millea, General Manager of THE SOMERSET COLLECTION LP hereby acknowledges that she has
authority to execute this AGREEMENT on behalf of THE SOMERSET COLLECTION LP, and hereby
accepts and binds THE SOMERSET COLLECTION LP to the terms and conditions of this AGREEMENT
on this _____ day of _______________, 2023.
THE SOMERSET COLLECTION LP
a Limited Partnership registered in Michigan
By:____________________________
Kate Millea
General Manager
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
_______________, 2023.
COUNTY OF OAKLAND, a Michigan
Constitutional and Municipal Corporation
By:_________________________________
DAVID T. WOODWARD, Chairperson,
Board of Commissioners
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 ________________, 2023.
OAKLAND COUNTY SHERIFF,
By:___________________________
MICHAEL J. BOUCHARD
December 6, 2023
Michigan Department of State
Office of the Great Seal
Richard H. Austin Building, 1st Floor
430 W. Allegan
Lansing, MI 48918
Dear Office of the Great Seal:
On October 17, 2023, the Board of Commissioners for Oakland County entered into an agreement per MR #2023-3416 –
Sheriff’s Office – Interlocal Agreement with the Somerset Collection for 2023-2024 Law Enforcement Services
As required by Urban Cooperation Act 7 of 1967 - MCL 124.510(4), a copy of the signed agreement and amendment with
the County of Oakland and the Somerset Collection LP, and the authorizing Board of Commissioners Resolution are
enclosed for filing by your office.
Send confirmation of receipt of this agreement to:
Mr. Joseph Rozell, Director of Elections
Oakland County Clerk/Register of Deeds
County Service Center, Building #14 East
1200 N. Telegraph Rd.
Pontiac, MI 48341
(Please include our Miscellaneous Resolution number on the confirmation of receipt letter for filing purposes.)
Contact our office at (248) 858-0564 if you have any questions regarding this matter.
Sincerely,
COUNTY OF OAKLAND
Joseph J. Rozell, CERA
Director of Elections
Cc: Donna Dyer, Corporation Counsel, Oakland County
Erika Munoz-Flores, Corporation Counsel, Oakland County
Liz Skwarczewski, Technical Specialist, OCSO
Kate Millea, General Manager, Somerset Collection LP
Enclosures