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HomeMy WebLinkAboutAgendas/Packets - 2024.10.02 - 41501Call Meeting to Order Roll Call Pledge of Allegiance Approval of Agenda Public Comment PRESENTATIONS/RECOGNITIONS:ACTION PRESENTER(S) A Service Award - Lance Stokes Informational Ebony Bagley / 497-7991 B Service Award - Lt. Brent Miles Informational Ebony Bagley / 497-7991 COMMUNICATIONS/REPORTS:ACTION PRESENTER(S) C Monthly Financial Report Informational Kevin Syoen / 909-8764 D Community Grant Program Update Informational Donna Folland / 736-9087 E Healthy Communities Projects Update & Phasing Informational Melissa Prowse / 249-2801 F Clinton River Trail Maintenance Support Informational Melissa Prowse / 249-2801 G NR and Sustainability Grant Application Updates Informational Sarah Cook-Maylen / 343-1353 REGULAR AGENDA:ACTION PRESENTER(S) 1 Addison Oaks – Buhl Estate Plumbing Replacement Approval Zachary Crane / 240-1079 2 Red Oaks Golf Course – Clubhouse Roof Replacement Approval Zachary Crane / 240-1079 3 Fuller Oak Management Services Contract - Addison Oaks Approval & Fwd to BOC Jim Dunleavy / 343-6224 UNFINISHED BUSINESS:ACTION PRESENTER(S) NEW & MISCELLANEOUS BUSINESS:ACTION PRESENTER(S) 4 Director's Report Informational Chris Ward / 858-4944 5 Executive Committee Update Informational Ebony Bagley / 497-7991 ANNOUNCEMENTS View Recorded Meetings Here: https://www.youtube.com/playlist?list=PLKv6lUWH4IJEASENpEwjhoPSueR6nFVXp View Agenda Packets/Minutes Here: https://www.oakgov.com/community/oakland-county-parks/get-involved/parks- commission Public Access Information If you require special accommodations because of a disability, please contact the Parks & Recreation Department at (248) 858-0906, Ext. 9, at least three (3) business days in advance of the meeting. ADJOURNMENT TO: November 6, 2024 at 2:00 p.m. or to the Call of the Chair Approval of Minutes - September 4, 2024 OAKLAND COUNTY PARKS AND RECREATION COMMISSION Ebony Bagley, Chair Wednesday, October 2, 2024 @ 2:00 pm Parks Commission Room - 2800 Watkins Lake Rd, Waterford, MI 48328 Regular Monthly Meeting Agenda September 4, 2024 Chair Bagley called the meeting of the Oakland County Parks and Recreation Commission to order at 2:05 p.m. in the Glen Oaks Banquet Center, located at 30500 13 Mile Road, Farmington Hills, Michigan 48334. COMMISSION MEMBERS PRESENT: Ebony Bagley, J. David VanderVeen, Andrea LaFontaine, Lola Banks, Ann Erickson Gault, Christine Long, Jim Nash, Nancy Quarles, Yolanda Smith Charles, Shanell Weatherspoon COMMISSION MEMBERS ABSENT WITH NOTICE: None OTHERS PRESENT: PARKS AND RECREATION Chris Ward, Director Jim Dunleavy, Manager-Operations Melissa Prowse, Manager-Planning & Development Aaron Stepp, Manager-Internal Services Zach Crane, Supervisor-Parks Engineering & Development Tom Hughes, Chief-Park Operations & Maint. – North District Erik Koppin, Chief-Park Operations & Maint. – South District Bill Singleton, Chief-Business Operations Brandy Sotke-Boyd, Chief-Recreation Programs & Services Desiree Stanfield, Chief-Marketing & Communications Darryn Horvath, Project Manager Engineer Zach Zuchowicz, DEI & Community Engagement Coordinator Liz Caltagirone, Parks Data Analyst Jami Monte, Staff Assistant Simon Rivers, Associate Planner Joel Joslin, Parks Crew Chief-Addison Oaks Shannon Kenny, Technical Office Specialist FISCAL SERVICES Kevin Syoen, P&R Fiscal Coordinator APPROVAL OF AGENDA Smith Charles moved to approve the agenda, as presented. Seconded by VanderVeen. Motion carried on a voice vote. APPROVAL OF MINUTES Quarles moved to approve the minutes of August 7, 2024, as presented. Seconded by VanderVeen. Motion carried on a voice vote. OAKLAND COUNTY PARKS AND RECREATION COMMISSION 2800 WATKINS LAKE ROAD, WATERFORD, MICHIGAN 48328 Telephone: (248) 858-0906 REGULAR MEETING Ebony Bagley, Chair J. David VanderVeen Vice Chair Andrea LaFontaine Secretary Lola Banks Ann Erickson Gault Christine Long Jim Nash Nancy Quarles Yolanda Smith Charles Shanell Weatherspoon RETURN TO AGENDA September 4, 2024 Page 2 PUBLIC COMMENT None. PRESENTATIONS/RECOGNITIONS None. COMMUNICATIONS/REPORTS A. Healthy Communities Update Ms. Prowse provided an update on the Healthy Communities projects. B. Budget Status Update Mr. Ward and Mr. Syoen provided an update on the current budget as of August 30, 2024. REGULAR AGENDA ITEMS 1. Proposed FY 2025-2027 Budget a. FY 2025-2027 Operating Budget b. Capital Improvement Plan c. Capital Equipment Plan d. Maintenance Management and Natural Resources Plan Quarles moved to approve the Proposed FY 2025-2027 Budget, as presented. Seconded by Erickson Gault. Motion carried unanimously on a roll call vote. 2. Independence Oaks, Orion Oaks & Waterford Oaks Maintenance Area Improvements Smith Charles moved to approve the Independence Oaks, Orion Oaks & Waterford Oaks Maintenance Area Improvements, as presented. Seconded by Weatherspoon. Motion carried unanimously on a roll call vote. 3. Southfield Oaks Site Plan Approval and Status Update Smith Charles moved to approve the Southfield Oaks Site Plan Approval and Status Update, as presented. Seconded by Erickson Gault. Motion carried unanimously on a roll call vote. 4. Tax Increment Financing Reform Smith Charles moved to approve the Tax Increment Financing Reform, as presented. Seconded by VanderVeen. Erickson Gault moved to amend the resolution to add the word “future” as follows: “NOW THEREFORE BE IT RESOLVED that the Oakland County Parks and Recreation Commission calls upon members of Oakland County’s delegation to the Michigan Legislature to introduce and support legislation that would exempt future millages dedicated to support the activities of a County Parks and Recreation Commission organized under PA 261 of 1965.” Seconded by Smith Charles. Motion to amend carried on a roll call vote with VanderVeen abstaining. September 4, 2024 Page 3 Main motion, as amended, carried on a roll call vote with VanderVeen abstaining. UNFINISHED BUSINESS None. NEW & MISCELLANEOUS BUSINESS 5. Director’s Report Director Ward provided an overview of his report. Ms. Stanfield provided an update on millage efforts and Ms. Prowse provided information regarding a Charging & Fueling Infrastructure Grant application. 6. Executive Committee Update Chair Bagley provided an update from the Executive Committee meeting that was held on August 26, 2024. ANNOUNCEMENTS/ADJOURNMENT Commissioner Weatherspoon thanked the Mobile Recreation staff for their participation at an event in Pontiac, and expressed her appreciation for the archery program at Independence Oaks. At 3:13 p.m., there being no further business to come before the Commission, the meeting was adjourned to October 2, 2024, or to the Call of the Chair. Andrea LaFontaine, OCPRC Secretary Jami Monte, Recording Secretary NOTE: The foregoing minutes are subject to Commission approval. Fund Balance Adopted Amended Actual Favorability/UNF Percentage $38,261,932.00 $38,710,932.00 $41,185,686.26 $2,474,754.26 106.46% $38,261,932.00 $38,710,932.00 $35,346,549.07 $3,364,382.93 96.24% Adopted Amended Actual Favorability/UNF Percentage $5,640,411.00 $5,640,411.00 $6,543,984.00 $903,573.00 116.02% $5,746,018.00 $5,729,318.00 $5,802,705.00 ($73,387.00)106.36% Adopted Amended Actual Favorability/UNF Percentage $2,011,215.00 $2,011,215.00 $1,865,836.99 $145,378.01 92.77% $2,889,676.00 $2,889,676.00 $2,380,014.69 $509,661.31 82.79% Adopted Amended Actual Favorability/UNF Percentage $2,290,877.00 $2,290,877.00 $2,118,677.48 $172,199.52 92.48% $3,581,207.00 $3,542,984.00 $3,302,673.00 $240,311.00 93.66% Adopted Amended Actual Favorability/UNF Percentage $463,500.00 $463,500.00 $263,930.25 $199,569.75 51.58% $435,072.00 $519,970.00 $334,821.99 $185,148.01 63.00% Awarded Amount Paid Out $2,270,216.00 $970,500.00 $36,437,250.66 $690,004.86 2.220% Expenses Amount Remaining $1,349,716.00 $456,700.22 1.314% FY 2023 FY 2024 YTD The County strategy is to invest in longer term Agencies and Treasuries. Before the unprecedented rise in short term rates this strategy consistently outpreformed the short term investments (CDs and High Yeild Savings accounts). The quick rise in rates has led to current Pool yeild lagging behind short term rates. Next Fiscal Year will be a turning point where the current investment Pool will become competitive again. FY 2022 - 2024 YTD Expenses Investment Income Summary of Community Grant Program Revenue Parks and Recreation Summary of Waterpark Programs Summary of Golf Programs FY 2024 YTD Revenue Expenses Summary of Parks and Recreation FY 2024 YTD Revenue Expenses As of 9/30/2023 Current $32,739,363.66 FY 2024 YTD Revenue FY 2024 YTD Expenses Summary of Campground Programs Summary of ORV Park Operations FY 2024 YTD Revenue* *Revenue payments from corporate rentals still outstanding aprox ($85,000) Expenses RETURN TO AGENDA 1 October 2, 2024 – Update Oakland County Parks and Recreation Commission Community Grant Programs RETURN TO AGENDA 2 Summary Oakland County Parks is committed to finding innovative ways to partner with local cities, villages and townships (CVTs) to provide improved recreation opportunities in Oakland County. Leveraging millage funding, OCP created the Community Grant Program to assist Oakland County municipalities with planning, preliminary engineering/design and construction costs directly related to local park improvement and trail projects. 2022 Community Park & Trail Capital Grant Program This program awarded more than $1.1 million in grants to Oakland County CVTs to support local park and trail projects in the following communities: ° Auburn Hills Hawk Woods Nature Themed Playground - $100,000 (Closed) ° Birmingham Adams Park Development - $100,000 (Closed) ° Commerce Township Trailhead/Non-Motorized Trail Connect - $152,000 (Complete) ° Farmington Shiawassee Park Playscape Fence Replacement - $30,000 (Closed) ° Ferndale Wilson Park Accessibility Development - $100,000 (In Process) ° Hazel Park Bob Welch Baseball Field Moderniza�on Project - $46,000 (Closed) ° Leonard Nature Park Development Planning - $22,800 (Closed) ° Novi Northwest Park Development - $100,000 (Closed) ° Oxford Farmers Market - $100,000 (Closed) ° Pon�ac Ma�e McKinney Hatchet Park Redevelopment - $100,000 (In Process) ° Rochester Paint Creek Trail Bridge 31.7 Design Engineering - $25,000 (In Process) ° Royal Oak Enhancing Public Access to the Royal Oak Arboretum - $71,250 (In Process) ° South Lyon Downtown South Lyon Park - $100,000 (In Process) ° West Bloomfield Trail/Nature Preserve Restroom - $100,000 (Complete) 2023 Community Park & Trail Capital Grant Program This program awarded more than $600,000 in grants to Oakland County CVTs to support local park and trail projects in the following communities: ° Beverly Hills Beverly Park Playground Restora�on - $100,000 (In Process) ° Birmingham Trail Improvements on Booth Park Sec�on of the Rouge River Trail Corridor - $25,000 (In Process) ° Commerce Township Bicentennial Park Renova�ons - $100,000 (In Process) ° Farmington Dinan Pocket Park - $100,000 (Closed) ° Ferndale Mar�n Road Park Revitaliza�on Project - $64,000 (In Process) ° Leonard Polly Ann Trail Moderniza�on and Safety Improvements - $25,000 (In Process) ° Madison Heights Basketball Court Replacement at Civic Center Park - $22,500 (Complete) ° Oakland Township Gallagher Trail - $63,750 (In Process) ° Orion Township Civic Center Sand Playground Phase 1 - $7,916 (Complete) ° Royal Oak Hamer Finch Wilkins Park - $50,000 (Complete) ° Southfield Lahser Woods Park Improvement Project Phase 1: Dog Park - $50,000 (In Process) 2024 Strategic Partnerships Grant Program This program awarded more than $650,000 in grants to support the following projects: ° Pon�ac Schools Hawthorne School Property Acquisi�on - $150,000 (On Hold) ° Nine Mile Corridor Pathway Plan Development and Branding (Mul�jurisdic�onal)- $125,000 (In Process) ° Mill Pond Dam Recrea�on Improvements in Springfield Township- $115,000 (In Process) ° Innova�on Hills Restrooms in Rochester Hills - $250,000 (In Process) ° Rosie’s Park Pickleball Courts in Madison Heights - $75,000 (In Process) Project Status Key In Process Fully executed agreement in place and project is underway. Completed Project work is complete and CVT is completing grant close out process. Closed Project work and grant close out process is complete. On Hold Project is open but paused. 3 Auburn Hills Hawk Woods Nature Themed Playground 2022 Community Park & Trail Capital Grant Project Scope The completed project includes new playground equipment, concrete ADA ramp and wood fiber safety surfacing. Status - Closed 4 Beverly Hills Beverly Park Playground & Surface Renovation 2023 Community Park & Trail Capital Grant Photo credit: Village of Beverly Hills Parks and Recreation website. Project Scope Renovate the Beverly Park playground to allow people of all abilities to enjoy outdoor recreation more fully at the park. The new playground will offer unique play experiences with sensory play panels, bridges, slides, climbers and ground level musical instruments. Additionally, the plan includes resurfacing the entire area to increase ease of movement for all visitors. The playground designer and equipment manufacturer were both chosen due to their experience in planning accessible playgrounds. Status – In Process The Village of Beverly Hills received the fully executed OCP agreement in 2023 and has since been awarded a Spark Grant through the DNR, which will require several additional steps to meet those program guidelines. The design of the new playground has been completed and the Village has completed a bid and selection of an engineer to finalize the playground plans. Next, they will create a bid package for the demolition, equipment and installation that must be approved by the DNR before it is posted. Anticipated timeline for project completion is Spring 2025. 5 Birmingham Adams Park Development 2022 Community Park & Trail Capital Grant Project Scope The completed project includes a new play area, basketball court, garden seating plaza, landscaping and trees, and a reserved large grassy area for a soccer field and space for track and field activities. Status – Closed 6 Birmingham (continued) Trail Improvements to Booth Park Section 2023 Community Park & Trail Capital Grant Project Scope Develop the Booth Park corner feature/entry plaza and implement trail improvements at Booth Park, which is the trailhead for the Rouge Trail. Status – In Process The City of Birmingham’s consultant – Grissim, Metz, Andriese Associates – was selected for design work in late March 2024. Designs for construction are currently underway for the Booth Park Entry Plaza and Trail Improvements Project. A public input session was held at the Birmingham Parks and Recreation Board in May 2024, and a survey was available on the City's public input online forum, Engage Birmingham. Various City Boards, including the Multi-Modal Transportation Board and the Planning Board, also reviewed the plan. All feedback was carefully considered as designs have progressed over the past few months. The City Commission reviewed and approved the preliminary landscape plan (above) at their August 12, 2024 meeting and authorized moving forward with plans for construction, which are currently in the works. Anticipated timeline for project completion is December 2024. 7 Commerce Township Trailhead/Trail Connect – 14 Mile to Metro Trail 2022 Community Park & Trail Capital Grant Project Scope The completed project includes resurfacing the existing lot at Robert H. Long Nature Park and constructing a paved pathway along the north side of 14 Mile Road connecting to MDOT’s Metro Trail, as well as new landscaping, trees and green infrastructure. Status – Complete Bicentennial Park Renovations 2023 Community Park & Trail Capital Grant Project Scope Create a 6-8’ wide asphalt pathway to connect the existing path in Glengary Hills subdivision to the existing path at Bicentennial Park. It also includes renovating the two existing/unusable tennis courts, renovating and expanding the basketball court and resurfacing the existing parking lot. The parking lot will be restriped to include two van accessible parking spots. A 6’ wide accessible pathway will also be constructed to connect the parking area to the tennis and basketball courts. Status – In Process The project is nearing completion. The pathway, basketball courts, tennis court and pickleball courts are in and are being enjoyed by the community. The parking lot has also been completed. The only outstanding component is handrails for the bridge along the pathway, which are anticipated to be installed by mid-October 2024. 8 Farmington Shiawassee Park Playscape Fence Replacement 2022 Community Park & Trail Capital Grant Project Scope The completed project replaced a 20+ year old wooden fence with new aluminum fencing, providing sturdier, lower-maintenance safety feature between playscape and Rouge River. Status - Closed Dinan Pocket Park 2023 Community Park & Trail Capital Grant Project Scope The completed project created an inviting, accessible social gathering space for all. The pocket park uses environmentally friendly, low-maintenance materials and furniture, and features barrier-free conditions, multiple seating options, trees, plants, string lights and natural gas firepits. Status – Closed 9 Ferndale Wilson Park Accessibility Development 2022 Community Park & Trail Capital Grant Project Scope Install a six-foot ADA-accessible walking path that will connect park amenities with surrounding sidewalks and neighborhoods. Other scope items include augmenting playgrounds with accessible features, van accessible parking spaces and installing new amenities such as benches with companion seating, accessible picnic tables, a new drinking fountain and bottle filler, shade structures and interpretive signage. Status – In Process Project design and construction drawings were completed by landscape design firm, Smith Group. Received a GameTime grant – as part of the 2023 mParks Statewide Funding Initiative – for up to $100,000. These funds went towards the purchase of play equipment. MDNR is also providing funding. The project kicked off construction in June and is currently nearing completion. The walking path, parking lot improvements, and some field grading and restoration have been completed. In addition, majority of the amenities have been installed, including the drinking fountain, park benches and trash/recycling bins. Currently, the construction company is completing the install of the playground components and field restoration. The pavilion and picnic tables still need to be installed. Estimated timeline for project completion is end of September 2024. 10 Ferndale (continued) Martin Road Revitalization Project 2023 Community Park & Trail Capital Grant Figure: Stormwater management options for Martin Road Park – (A) Site for bioswale; (B) Site for large native grow area; (C) Site for large rain garden; (D) Site for bioswale Project Scope Add new ADA-compliant playground equipment to expand play area and replace outdated equipment. Renovate the park’s picnic area with new picnic tables (including some accessible picnic tables), new trash and recycling bins and new grills. The plan also includes installing green infrastructure to improve stormwater management. Status – In Process Ferndale is currently working with their partners at the Clinton River Watershed Council (CRWC) to develop an action plan for addressing various stormwater problem areas in the park. CRWC has provided a report to help identify potential stormwater management options for the site, which is currently under review. A rain garden and other landscaping is planned to be installed this fall to assist with mitigating ponding water. Outstanding components include finalizing a design plan for stormwater management, ordering playground equipment, completing the bid process and completing construction. They expect to begin construction in Spring 2025. 11 Hazel Park Bob Welch Baseball Field Modernization Project 2022 Community Park & Trail Capital Grant Project Scope The completed project includes replacement of three sets of badly deteriorated bleachers and a scoreboard that has not worked properly for close to three decades. Hazel Park has a long history and deep commitment to baseball and its local field is dedicated to Bob Welch, a former MLB player and former resident of Hazel Park. Baseball is the most popular youth sport in the community and Bob Welch Field is its most utilized park amenity. Modernizing the field will have a significant and long-lasting positive impact for residents. Status – Closed 12 Leonard Leonard Nature Park Design Project 2022 Community Park & Trail Capital Grant Project Scope The completed project included contracting with local firms to evaluate the site and create preliminary design and engineering plans for enhancements to the existing infrastructure at the Leonard Nature Park. Completed design plans focus on upgrading the trails (surfaces and potential for interpretive signage) and amenities to be ADA-compliant and accessible to people of all ages and abilities, while protecting and conserving the integrity of the natural resources of the park. The plans also include improving the connection to the adjacent Polly Ann Trail and the installation of a small parking lot to make the site easier to access, as well as upgrading the picnic area and adding accessible tables, new bike racks and waste receptacles. Status – Closed Polly Ann Trail Modernization Design Project 2023 Community Park & Trail Capital Grant Project Scope Work with a contractor to develop design and engineering plans for improvements to the Polly Ann Trail within Oakland County. Status – In Process An amendment was made to the original agreement to change the scope of the project. The change of scope was due to the higher than anticipated engineering design estimates received in response to their RFP. The revised scope aims to focus on specific areas on the Polly Ann Trail deemed most in need of improvements, reducing the portion of the trail included in the project from the full 16.9 miles to 4.1 miles of trail from Hosner Road to Elmwood Street. This section was prioritized based on the existing trail surface condition, the need to make stormwater improvements and proposed safety enhancements at the roadway crossings. A modified RFP – based on the amended change of scope – was approved by the Polly Ann Trailway Management Council. The engineering plans are still on target and the PATMC is working with the MDNR and other funding sources to proceed with RFPs as needed for the successful completion of the project. 13 Madison Heights Basketball Court Rehabilitation at Civic Center Park 2023 Community Park & Trail Capital Grant Project Scope Tear out the existing asphalt courts and apply new asphalt with a liquid acrylic resurfacing application to increase longevity, boost curb appeal and improve court grip. Project will also involve striping the new court. Status – Complete The basketball court has been completely refurbished. The City is currently gathering the documentation to request reimbursement and close out the grant. 14 Madison Heights (continued) Rosie’s Park Pickleball 2024 Strategic Partnerships Grant Project Scope Construction of pickleball courts at Rosie’s Park. Status – In Process The pickleball courts were designed by Brad Brickle of NF Engineers and awarded to Frank Rewold and Sons for construction. In addition to the OCP grant, the City has entered into an agreement with the Southeast Michigan Pickleball Association for multi-generational programming and additional funding of approximately $16,000 for the project. The Madison Heights Community Foundation is also providing additional funding to put in trees around the courts. Electrical work for this project (lights need to be moved) started this week and – depending on weather – the anticipated timeline for completion is mid-September to late October or 95% complete with only surfacing remaining to be finished in Spring 2025. 15 Nine Mile Corridor – Multijurisdictional Nine Mile Corridor Phase 2 Feasibility Study and Branding 2024 Strategic Partnership Grant Project Scope In 2023, Oakland County Parks facilitated (and matched) a grant from SEMCOG to develop a feasibility study for a Nine Mile Pathway corridor in southern Oakland County. The initial project focused on communities between I-275 and I-75, and included: Farmington, Farmington Hills, Oak Park, Southfield, Ferndale and Hazel Park. The study, completed by OHM Advisors, provides a framework for the development of an inter-connected pathway spanning these six communities. OCP would like to continue the momentum of this project by:  Con�nuing the pathway planning to the western border of the county, adding Novi, Novi Township, South Lyon and Lyon Township to the plan  Working with all the Nine Mile communi�es to develop a brand and logo for the pathway, so that as projects come online, they can be designed and signed in a way that reflects coordinated branding for the corridor. The interac�ve project will include naming the pathway, developing a logo (or logos), determining applica�on (signage, fixtures) for the en�re county-wide length of the pathway, and developing a brand style guide for the communi�es.  Con�nuing to u�lize OHM Advisors to support the Nine Mile Pathway project through as-needed grant research and grant applica�on support, map development and project support. Status – In Process The Phase 2 feasibility study is underway and should be completed by the end of the year. The brand and logo development portion of the project is also underway. OCP has contracted with Crimson and has been holding meetings with the ten Nine Mile Corridor communities. A Memorandum of Understanding is slated to be approved by the Oakland County Board of Commissioners on Sept. 19, 2024, and the board chair will appoint two commissioners to serve on the committee for the project. 16 Novi Northwest Park Development 2022 Community Park & Trail Capital Grant Photo credit (playground): Novi.org. Project Scope The completed project includes a parking lot at trailhead, new playground equipment, an accessible path, landscaping, green infrastructure and site furnishings (bench, bike rack, trash receptacle, recycle bin and bike repair station). Status – Closed 17 Oakland Township Oakland Township Gallagher Trail Gap 2023 Community Park & Trail Capital Grant Project Scope Install a new trail to fill a 390’ gap in an existing trail network located along Gallagher Road between Silverbell Road and Orion Road. This new trail connection will provide safe access to the regional trail network and a regional destination for the most populated area of the Township and surrounding communities. Status – In Process The Township has signed a contract for final engineering services and obtained permits. It plans to have the bid for construction go out by Spring 2025 at the latest, after which they will review bids, select a contractor and move forward with building the trail. 18 Orion Township Civic Center Sand Playground Phase 1 2023 Community Park & Trail Capital Grant Project Scope The completed project includes installation of a 6-foot accessible concrete walkway, a two-basin accessible sand and water table and two EZ-Diggers (one standard and one accessible). Status – Complete 19 Oxford Township Davis Family Farmers Market 2022 Community Park & Trail Capital Grant Project Scope The 4,000-square-foot, open-air pavilion was completed in October 2022 and provides lighting and access for vendors to water and electricity. It will house market vendors and shelter park patrons during the spring, summer and fall. Status – Closed 20 Pontiac Mattie McKinney Hatchett Park Redevelopment 2022 Community Park & Trail Capital Grant Photo credit: ClickOnDetroit website. Project Scope Redevelop Mattie McKinney Hatchett including new outdoor fitness equipment, updated playground equipment, new and repaired walking paths, park seating and updated general amenities. Status – In Process The City of Pontiac is in the process of awarding a contract for the design and construction of Mattie McKinney Hatchett Park (MMHP). They expect the contract to be in place in September and for the construction to be completed during Fall 2024. Already completed components include a community outreach effort, including engaging residents with project plans and surveying resident priorities for the park. The City also completed fundraising campaigns raising nearly half a million dollars to support the project and successfully filled the former funding gap. All renovation site plans are complete and have been approved by the City’s acting engineer. The project has experienced significant delays mostly due to staff turnover, however, new leadership is in place for several departments directly involved in managing this project going forward and the project is actively progressing at this time. The City plans to host a grand opening once the project is complete. Hawthorn Property Acquisition (2024 Strategic Partnership Grant) Project Scope OCP to partner with City of Pontiac to purchase the former Hawthorne School property, a 19-acre property adjacent to Pontiac Oaks County Park. Status – On Hold The project is on hold and will be revisited early 2025. 21 Rochester Paint Creek Trail Bridge Design Engineering 2022 Community Park & Trail Capital Grant Photos: Existing bridge (left) to be replaced with single-span, 70’ steel truss bridge like Paint Creek Trail Bridge 33.7 (right) Project Scope Develop engineering plans and construction documents required for the Paint Creek Trailways Commission to put the project to reconstruct Bridge 31.7 on the Paint Creek Trail out to bid. A 2016 structural inspection determined the bridge had extensive deterioration of the timber superstructure, piers and abutments and recommended vehicular loads be limited until repairs could be completed. Long term goals for the replacement project include improving accessibility and safety for trail users, improving access for maintenance and emergency vehicles, reducing erosion along the Paint Creek and improving the fisheries habitat of the Paint Creek. Status – In Process The construction plans, project specifications, cost estimate and traffic control plans are 80% complete. The City received Soil Erosion Approval on 9/18/2023 and EGLE Permit on 6/12/2023. They anticipate finalizing the construction plans, project specifications, cost estimates and traffic control plan in October 2024. 22 Rochester Hills Innovation Hills Restroom 2024 Strategic Partnership Grant Project Scope In partnership with the Oakland County Board of Commissioners, OCP will support the development of restrooms at the Innovation Hills park in Rochester Hills. Since opening in 2021, the playground at Innovation Hills has become one of the most popular recreational destinations in Oakland County, drawing an estimated 400,000 visitors annually. The regional draw of the park has forced the city to build an additional rustic parking lot across the street. Grant funding will facilitate the completion of much needed restroom facilities that will serve the playground area and enhance the visibility of Oakland County parks to a wide audience. Status – In Process The Innovation Hills Park Restroom project is moving along smoothly. The plans are currently being reviewed internally by the City’s permitting departments for final approval. The construction team has started leveling and fencing off the construction area. They are hoping to get a foundation permit expedited, so the construction team can start laying the foundation of the building before the weather starts to get too cold. Anticipated timeline for completion is Spring 2025. 23 Royal Oak Enhancing Public Access to Royal Oak Arboretum 2022 Community Park & Trail Capital Grant Project Scope Upgrade 1,300’ of trails within the Arboretum to hard-surface trails (current trail system is not accessible to people with limited mobility) and install two ADA-compliant benches and an ADA picnic table to encourage relaxing in the park. The City has also committed to adding two ADA-compliant parking spaces at the trailhead. Status – In Process Final design is completed with some new components added since the August 2023 update, including a maintenance shed and an additional trail connection. The project is being implemented simultaneously with another grant project to plant 100 trees in the Arboretum, courtesy of the Erb Family Foundation. The coordination of planning, install elements, resources, etc. has culminated with major groundbreaking the last week of August (photo above). The initial bid process that took place earlier this year resulted in quotes that were well above projections. After discussing with several vendors, it came to light that the high costs were partially due to trying to get the projects on the very busy spring calendar. The projects were rebid with a fall construction date and they came back within budget so the project is on track to be completed December 2024. 24 Royal Oak (Continued) Hamer Finch Wilkins Park 2023 Community Park & Trail Capital Grant Project Scope Create a garden with picnic tables, pathways, benches, new landscaping and educational components. Status – Complete In 2023, Hamer Finch Wilkins Park (formerly Beechwood Park) was remade, creating a peaceful, reflective garden that tells the story of the City’s early black pioneers, Henry and Elizabeth Hamer. New ADA-compliant pathways, a seating area and a picnic area – with an accessible picnic table – were constructed. Six trees and more than 300 perennials were planted, creating beautiful, pollinator-friendly gardens. This fall a bronze sculpture of Elizabeth Hamer was installed and the City held a ribbon cutting for the park on Sept. 23, 2024. 25 South Lyon Downtown South Lyon Park 2022 Community Park & Trail Capital Grant Figure: 100x70’ parcel at 390 S. Lafayette St. in downtown South Lyon (Images: City of South Lyon Parks & Rec Master Plan) Project Scope Creation of a 7,000 sq. ft. mini park at 390 S. Lafayette in downtown South Lyon. Potential ideas for the site include a passive park with sitting areas and landscaping, swings, a gazebo or an art park. Status – In Process The South Lyon DDA was also awarded approximately $300,000 through a grant with Main Street Oakland County. Outstanding components include electrical installation and park construction. The City is working with their engineers and landscape architect to develop a bid proposal. The project is expected to be completed within the next 12-18 months. A tentative conceptual plan for the site is above. 26 Southfield Lahser Woods Park Improvement Project: Dog Park 2023 Community Park & Trail Capital Grant Project Scope Bring Southfield residents their first dog park, providing recreational fitness equipment, creating a solar-lit walking path and installing a renovated gravel parking lot. Phase 1 of the project focuses on the park entrance, parking lot and dog park. Status – In Process Southfield is completing the design phase of the dog park with Hubbel, Roth and Clark. They have met with stakeholders, Southfield Schools and the Synagogue regarding the project and to discuss the possibility of adding a paved, connecting walking path and are working on securing additional funding for the pathway. Construction is slated to begin around September/October with a projected completion timeline of April 2025. 27 Springfield Township Rotary Park and Mill Pond Park Connecting Pathway 2024 Strategic Partnership Grant Project Scope Construction of a boardwalk and pathway connecting Rotary Park and Mill Pond Park now that the Davisburg Mill Pond Dam has been removed and the new open bottom culvert has been installed. The proposed design would allow for a new, safe and convenient pathway connecting the two parks and provide the public with access to the restored Shiawassee River. Status – In Process Design engineering on the project began in August. Outstanding components include completing design engineering and constructing the pathway. The project is expected to be completed in 2027. 28 West Bloomfield Township West Bloomfield Trail/Nature Preserve Restroom 2022 Community Park & Trail Capital Grant Project Scope Replace two porta-john restrooms at the Trail head of the West Bloomfield Trail and Nature Preserve with a prefabricated accessible restroom facility. A drinking fountain and bottle-filling station will also be added. The trail head has parking for 60 cars and acts as the main hub for the West Bloomfield Trail and Nature Preserve. Status – Complete This project is complete. The underground site work was completed in March and April of this year and the prefabricated building was delivered April 24. Building is installed, all electrical, plumbing and mechanical components have been completed and tested. All outside site restoration is completed. A ribbon-cutting for the new restroom was held on Sept. 18, 2024. Oakland County Parks and Recreation Commission Agenda Item Memo Agenda #: E Department: Administration From: Melissa Prowse Subject: Healthy Communities Projects Update & Phasing INTRODUCTION AND HISTORY As staff have been working on the design and development of our Healthy Communities parks, we have come to the conclusion that additional funding is needed to fully complete a few of the projects to the scope and scale needed to ensure they are impactful, successful projects that benefit the communities and all Oakland County residents. Specifically, the development of Red Oaks (Gary McGillivray Play Garden) and Oak Park Woods have designs that cannot be fully funded with the ARPA and OCPR match funding currently dedicated to the Healthy Communities plan. Staff and the design teams have worked to develop phasing plans for these two parks, so that the initial phase funded through ARPA completes key elements of the projects and ensures immediate improvements and new recreation amenities. Currently, subsequent phases will be needed to fully build-out the vision for these parks. At the meeting staff will provide cost estimates for fully completing these projects, so that the Commission can consider the potential of funding the remaining improvements with additional millage revenue should the millage pass on November 5. This would allow one bid process and one construction project/process for each park and would remove the need to phase subsequent development at these parks (creating an overall cost savings). If this is something the Commission would like to consider, staff would come back for full approval at the November 6th Commission meeting. RETURN TO AGENDA Oakland County Parks and Recreation Commission Agenda Item Memo Agenda #: F Department: Administration From: Melissa Prowse Subject: Clinton River Trail Maintenance Support INTRODUCTION AND HISTORY In July this year a major storm event caused a flooding and 100-foot-long complete washout of the Clinton River Trail, rendering a portion of the trail un-usable in Rochester. This portion of the trail has been closed since July with a posted detour that takes pedestrians and bikers onto roads around the trail. The Clinton River Trail is one of the most heavily used trails in Oakland County. The development of the trail was funded in large part by grants. Unfortunately, there is less funding available for maintenance and repairs of existing trails – especially emergency repairs. The repair of this large washout is currently estimated at $1.97M, as it requires major excavation and reinstallation of earthen embankment and culverts to ensure that the trail is secure and stable into the future. Oakland County (Economic Development) is working with the city of Rochester to find funding to complete this project as quickly as possible so the trail can be reopened. As part of our millage planning, we have been discussing ways in which OCP can better support our regional trails and water trails in Oakland County. This project may be a way we can provide support to ensure that these trails remain safe and open for county residents. There is no specific funding request at this time. RETURN TO AGENDA Oakland County Parks and Recreation Commission Agenda Item Memo Agenda #: G Department: Natural Resources and Sustainability From: Sarah Cook-Maylen: Chief, Natural Resources and Environmental Sustainability Subject: Update on Natural Resources and Sustainability Related Grants INTRODUCTION AND HISTORY Oakland County Parks (OCP) and other County departments, including the Executive Office’s Office of Sustainability (OOS) and Water Resources Commissioners Office (WRC), have applied for several grants over the past six months to advance natural resources and sustainably related goals in Oakland County. Many of these grants are funded by Inflation Reduction Act (IRA) or Bipartisan Infrastructure Law (BIL) dollars passed through the federal government to either federal or state agencies. OCP staff are providing an update on all submitted grant opportunities including potential project funds and match requirements for grant requests. Grant Name Funding Agency Dept. Applying Funding Request Match Amount Status Project Wetland Conservation Program Ducks Unlimited OCP $425,000 $5,000 Submitted Property acquisition at Pontiac Oaks Southeast Michigan Resilience Fund National Fish and Wildlife Foundation OCP $400,000 $50,000 Submitted GSI at Catalpa Oaks Inflation Reduction Act Community Change Grants Program (CCG) US Environmental Protection Agency WRC $1,530,000 $0 Submitted GSI at Catalpa Oaks and Oak Park Woods Charging and Fueling Infrastructure Grant Program (CFI) US Department of Transportation Executive Office OOS $1,408,165 $352,041 Submitted EV chargers across ARPA funded parks IRA Urban and Community Forestry Grant Program Michigan Department of Natural Resources OCP $224,500 $0 Submitted Tree planting and maintenance at ARPA funded parks Sustain Our Great Lakes (SOGL) National Fish and Wildlife Foundation OCP $300,000 Submitted Floodplain restoration at Southfield Oaks Michigan Invasive Species Grant Program (MISGP) Michigan Department of Natural Resources OCP $70,000 $0 Due November 1 OC CISMA operational support $4,357,665 $407,041 RETURN TO AGENDA Oakland County Parks and Recreation Commission Agenda Item Memo Agenda #: 1 Department: Development & Engineering From: Zach Crane, Supervisor Parks Development & Engineering Subject: Addison Oaks – Buhl Estate Plumbing Replacement INTRODUCTION AND HISTORY 1.Summary Replacement of Addison Oaks Buhl Estate underground sanitary infrastructure. Camera inspection was completed in May 2024.The existing system is in a failed state. 2. Scope a.Install all new underground sewer main b.Install new connections to branch lines and restroom c.Basement concrete replacement d.Drainage improvements around building exterior 3.Project Budget ATTACHMENTS 1.Attachment A – Planning Review STAFF RECOMMENDATION Staff recommends approval of project expenditure Not to exceed $58,043 for Addison Oaks Buhl Estate plumbing improvements. MOTION Move to approve expenditure Not to exceed $58,043 for Addison Oaks Buhl Estate plumbing improvements. RETURN TO AGENDA PLANNING REVIEW Addison Oaks Buhl Estate Plumbing Improvements Page 1 of 2 Updated 9/24/24 Project Budget Project Description Problem Statement The Buhl Estate was constructed in 1927 and the cast iron drain lines in the basement are original to the building and are chronically backed up. Camera evaluation in May 2024 revealed rotting pipes with holes throughout the system. Some areas were blocked and inaccessible to the camera. Project Scope Replace the full underground drain infrastructure. This will require breaking up and repouring areas of the concrete basement floor. Some of the concrete work can be done in-house for a cost savings. Alternatives  The contractor provided an alternate proposal to replace only the main and the two branch lines for a $14K cost savings. However, with the floor demolition that needs to happen in either proposal, staff recommends doing the full replacement. Additionally, the option of doing the concrete in-house will likely bring the project in under budget.  Do nothing and continue to accrue deferred maintenance would pose a health and safety hazard for users of the building.  Divestment and removal of facility is not a consideration. Site Characteristics  CVT: Addison Township  Parcel ID: 05-33-100-004  Watershed /subwatershed: Clinton River watershed/Paint and Stony subwatershed  Lease: NA  Grant agreement: Multiple grant agreements. Project does not impact recreation purpose and compliant.  Eastern Massasauga Rattlesnake managed land: Not managed  Conservation or wetland easement: NA  Environmental assessments and/or due care plan: NA  Utility easements: NA  Infrastructure: See project description  Trail connectivity: NA  Historical asset evaluation: Structure is over 50 years old and historically significant. Project does not impact the historical aspect and is needed to maintain the building. ID Budget Budget Center Fiscal Year Available Budget 2469 CIP ADD FY2025 Buhl Estate Plumbing Improvements 50,000$ PLANNING REVIEW Addison Oaks Buhl Estate Plumbing Improvements Page 2 of 2 Updated 9/24/24 Maintenance Considerations Project Category Notes Plumbing System Replacement of drainage system will lower maintenance costs by eliminating costly efforts to maintain a broken system and is needed for the health and safety of the users of the building. Project Photos Photos below are from Rolls Mechanical Service Report (5/23/2024). Oakland County Parks and Recreation Commission Agenda Item Memo Agenda #: 2 Department: Development & Engineering From: Zach Crane, Supervisor Parks Development & Engineering Subject: Red Oaks Golf Course – Clubhouse Roof Replacement INTRODUCTION AND HISTORY 1.Summary Replacement of Red Oaks Golf Course Clubhouse asphalt shingle roof. Roof Asset is due for replacement and past useful life cycle. Staff has been making repairs to this roof over the past two years. 2. Scope a.Remove existing 4,000 sqft roof and replace with new asphalt roof b.Remove/replace failing gutter/downspouts 3.Project Budget ATTACHMENTS 1.Attachment A – Planning Review STAFF RECOMMENDATION Staff recommends approval of project expenditure Not to exceed $75,620 for Red Oaks Golf Course Clubhouse Roof Replacement MOTION Move to approve expenditure Not to exceed $75,620 for Red Oaks Golf Course Clubhouse Roof Replacement RETURN TO AGENDA PLANNING REVIEW Red Oaks Golf Clubhouse Roof Replacement Page 1 of 3 Updated 9/24/24 Project Budget Project Description Problem Statement The Red Oaks Golf Clubhouse was constructed in 2004 on land leased from the George W. Kuhn Drainage District (CIP 28-2004 CLUB). The existing asphalt shingle roof is original to the building and at 20 years old is coming to the end of its lifecycle. The roof has been leaking and repairs made in the past 2 years. Project Scope Remove existing roof and replace with new asphalt shingle roof – approximately 4,000 SF. Project Standards Building Roof Replacements: Replace building roofs with identification of projects based on expected life cycle, repair record, and ongoing staff inspections of more than 230 building roofs in the park system. For each roofing project, prepare a standard conceptual budget that includes options for green roofs and metal roofs and minimizes asphalt shingle/petroleum-based roofing options. Initial budget estimates for most roofs will be based on metal roof unit costs. Alternatives  Roof alternatives o Green roof is not feasible for sloped roof o A solar roof installation is a potential option as the roof is not shaded. However, it was not considered due to the limited budget. A solar installation could be considered in the future. o A standing seam metal roof is a more sustainable option and has a longer warranty – generally 35 years as opposed to 15-20 years for the asphalt shingle roof. Metal roof estimate of $119,880 exceeds available budget by $19,880. o Mechanically fastened metal roof is less sustainable because it requires more maintenance and has a shorter warranty. May be appropriate for smaller cold storage pole barns and lean-to sheds.  Doing nothing and continuing to accrue deferred maintenance is not feasible because it will result in structural damage and higher project costs in the future.  Divestment and removal of the facility is not under consideration. Site Characteristics  CVT: City of Madison Heights  Parcel ID: 25-12-301-010  Watershed /subwatershed: Clinton River Watershed / Red Run Subwatershed / George W. Kuhn Drainage District  Lease: Land is under a 50-year lease from the George W. Kuhn Drainage District (8/24/2004). OCP is responsible for all maintenance, repairs, replacement or other activity in relation to the golf course facilities. Approval in writing from lessor is required for any expansion of facilities.  Grant agreement: NA  Eastern Massasauga Rattlesnake managed land: Not on managed land  Conservation or wetland easement: NA 2408 CIP RDP FY2025 Golf Clubhouse Roof Replacement 100,000$ PLANNING REVIEW Red Oaks Golf Clubhouse Roof Replacement Page 2 of 3 Updated 9/24/24  Environmental assessments and/or due care plan: Due care plan is in place for this property. However, it is not applicable because no soil is being disturbed with this project.  Utility easements: NA  Infrastructure: All underground structures associated with the George W. Kuhn Drain are located to the southeast of the Clubhouse; closest line is 50’ away. The closest golf course irrigation lines are 60’ from the Clubhouse will not be impacted by roof replacement.  Trail connectivity: NA  Historical asset evaluation: Project impacts assets that are less than 50 years old. Appendix A – Project Aerial Photograph PLANNING REVIEW Red Oaks Golf Clubhouse Roof Replacement Page 3 of 3 Updated 9/24/24 Appendix B – Roof Plan Oakland County Parks and Recreation Commission Agenda Item Memo Agenda #: 3 Department: Park Operations From: Jim Dunleavy, Manager-Park Operations Subject: Fuller Oak Management Services Contract – Addison Oaks INTRODUCTION AND HISTORY Over the years, food and beverage services for the Oakland County Parks and Recreation Commission has had many operational changes relating to how we operate our concessions and banquet centers. We now operate our own food and beverage services at Springfield Oaks, White Lake Oaks, Lyon Oaks and Red Oaks Water Park. Fuller Oak Management has a contract with the County, which commenced on January 1, 2016, to provide food and beverage services at Addison Oaks and Glen Oaks until December 31, 2025. At the expiration of the existing Fuller Oak Management Contract, staff would like to extend the contract for the provision of food and beverage services at Addsion Oaks for an additional 2 years. This would extend their contract through the end of 2027 at Addison Oaks only. The existing contract would stay the same with Fuller Oak Management paying the utilities and providing equipment maintenance fees. There would also be additional revenue shared if they exceed over $1,500,000.01. In addition, staff would not like to extend the contract for the provision of food and beverage services at Glen Oaks. Glen Oaks staff would rent the Banquet Center; thus, allowing guests to hire a caterer of their choice for their event. The food and beverage services for the golf course would be managed by park staff. ATTACHMENTS 1.Fuller Oak Management Services Contract – Clean Version 2.Fuller Oak Management Services Contract – Redlined Version STAFF RECOMMENDATION Staff recommends approving the proposed contract and forwarding it to the Board of Commissioners for approval. MOTION Move to approve the proposed services contract with Fuller Oak Management, LLC for Addsion Oaks as presented and forward to the Board of Commissioners for approval. RETURN TO AGENDA OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 1 FINAL VERSION 09-18-24 Buyer: KJW CONTRACT NUMBER: 011086 Event # NPC CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR The County and the Contractor may be referred to individually as a “Party” or collectively as the “Parties.” The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN: FOR THE COUNTY: SIGN: SIGN: Contract Administrator Aaron F Wagner, Chief Procurement Officer Not To Exceed Amount: $1.00 Effective Date: 1/1/2026 Expiration Date:10/31/2027 Contract Description: Conference Centers & Grill Room Services - P Contractor Address: Contract Administrator Information: Oak Management Corp 1480 W Romeo Rd Leonard, MI 48367 Vendor No: 00738 Janet Lekas janet@oakmanagement.com 248-693-8305 Buyer and Purchasing Information: County Contract Administrator and Using Department: Kevin Walter Oakland County Purchasing 2100 Pontiac Lake Rd 41W Waterford, MI 48328-2762 (248) 858-0511 purchasing@oakgov.com Christopher C Ward Director - Oakland County Parks and Recreation 2800 Watkins Lake Rd 12 E Waterford MI 48328 (248) 858-4944 wardcc@oakgov.com xxx OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 2 FINAL VERSION 09-18-24 This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1. Contract Definitions Section 2. Contract Term and Renewal Section 3. Contract Administration and Amendments Section 4. Contract Termination Section 5. Scope of Deliverables and Financial/Payment Obligations Section 6. Contractor’s Warranties and Assurances Section 7. Liability Section 8. Insurance and Bond Requirements Section 9. Intellectual Property Section 10. Confidential Information Section 11. County Data Section 12. Information Technology Standards Section 13. General Terms and Conditions §1. CONTRACT DEFINITIONS The following words when printed with the first letter capitalized shall be defined and interpreted as follows, whether used in the singular or plural, nominative or possessive case, and with or without quotation marks: 1.1. “Amendment” means any change, clarification, or modification to this Contract. 1.2. “Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated holidays. 1.3. “Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the County or for which the County may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. 1.4. “Confidential Information” means all information and data that the County is required or permitted by law to keep confidential, which includes computer software, cybersecurity assessments and plans and measures to protect the County’s security. 1.5. “Contract” means this document and any other documents expressly incorporated herein. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 3 FINAL VERSION 09-18-24 1.6. “Contractor” means the entity or person listed under “Contractor” on the first page of this Contract and Contractor Employee. 1.7. “Contractor Employee” means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture; partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. “Contract Documents” mean the following documents, which this Contract includes and incorporates: Exhibits (Applicable if Checked) 1.8.1. ☒ Exhibit I: Contractor Insurance Requirements 1.8.2. ☒ Exhibit II: Scope of Contractor’s Services & Parties Responsibilities 1.8.3. ☒ Exhibit III: Description and Depiction of Facility 1.8.4. ☒ Exhibit IV: Description of County Personal Property 1.8.5. ☒ Exhibit V: Servicemark 1.9. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and “County Agents” as defined below. 1.10. “County Agent” means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. “County Agent” shall also include any person who was a “County Agent” anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.11. “County Data” means information or data collected, used, processed, stored, or generated in any format, by or on behalf of the County, in connection with the Deliverables, which shall include, but not be limited to: (a) personal health information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA) and Exhibit II, (b) personally identifiable information (PII) as defined in Exhibit III, and (c) Criminal Justice Information defined in Exhibit IV if the Exhibit(s) are incorporated into the Contract. County Data includes Confidential Information as defined in this Contract. 1.12. “County Network” means County owned, leased, or licensed equipment, hardware, and software that is interconnected via fiber optic, wireless, or other communication mediums for the purposes of County hosting, processing, using, sharing, and/or transporting data, video, voice, or any other form of information. 1.13. “Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m. 1.14. “Deliverables” means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in the Exhibits. 1.15. “Effective Date” means midnight on the date listed on the first page of this Contract. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 4 FINAL VERSION 09-18-24 1.16. “Expiration Date” means 11:59.59 p.m. on the date listed on the first page of this Contract. 1.17. “E-Verify ” means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their newly hired employees. Information and the registration process are found at the E-Verify website: https://e-verify.uscis.gov/enroll. 1.18. “Event” means a function, gathering, meeting, party, wedding, or other assembly of persons or entities at or around the Facility. 1.19. “Facility” means the following real property, personal property, buildings, and the parking lots for the buildings, which are used by Contractor or Contractor Employees in the performance of this Contract and are further described in and depicted in Exhibit III: Addison Oaks Conference Center. 1.20. “Fiscal Year” means the three hundred and sixty-five (365) day period beginning on October 1 and ending the following year on September 30; except for the first year of this Contract when the fiscal year shall begin on January 1, 2026 and end on September 30, 2026. 1.21. “Gross Revenue/Receipts” means the total dollar aggregate of the selling price plus all other fees for any Services provided by Contractor at the Facility or elsewhere, including deposits from all events including those that cancel (as long as the food and beverages were prepared at the Facility), excluding only taxes and gratuity (which is voluntarily paid by customers to Contractor), whether made by cash, check, credit card, credit account, exchange, coupon redemption or other value. 1.22. “Intellectual Property” means any developments, improvements, designs, innovations, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes, but is not limited to, ideas, concepts, inventions, and processes related to the development and operation of computer software and systems. 1.23. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 1.24. “Not to Exceed Amount” means the dollar amount listed on the first page of this Contract, unless amended. The “Not to Exceed Amount” is not the County’s financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract. 1.25. “Oakland County Parks and Recreation Commission” or “OCPRC” means the county parks and recreation commission created by the county board of commissioners pursuant to Public Act 261 of 1965. 1.26. “Property” means the real property and personal property owned by the County which is listed, described, and depicted in Exhibit III and IV. 1.27. “Purchasing” means the Purchasing Division of Oakland County. 1.28. “Service(s)” means all food and beverage (alcoholic and non-alcoholic) products and services and all other products or services provided by Contractor or Contractor Employees at the Facility or elsewhere when the food and beverages are prepared at the Facility. Services shall include, but not be limited to, OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 5 FINAL VERSION 09-18-24 the purchase, preparation, transportation, and service of food and beverages (alcoholic and non- alcoholic) by the Contractor or Contractor Employees; clean-up after Events; rental of linens, tableware, glassware, paper ware, decorations, tables, chairs, special equipment and inflatables provided by or through the Contractor or Contractor Employees; valet services provided by or through the Contractor or Contractor Employees; coat-check services provided by or through the Contractor or Contractor Employees; and operation of mobile food and beverage carts or stands by the Contractor or Contractor Employees. §2. CONTRACT TERM AND RENEWAL 2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date. 2.2. Contract Renewal. The Parties are under no obligation to renew or extend this Contract after the Expiration Date. There shall be no further renewals or extensions of this Contract beyond Expiration Date set forth herein. At the expiration of the Contract, the Contract shall be bid through Purchasing, according to its policies and procedures in effect at that time. 2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this Contract have been met. §3. CONTRACT ADMINISTRATION AND AMENDMENTS 3.1. Contract Issuance. Purchasing shall issue this Contract. Purchasing is the sole point of contact in the County regarding all procurement and contractual matters relating to this Contract. Purchasing is the only County office/department authorized to make any Amendments to this. 3.2. Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed, along with their duties, in Exhibit II. Unless otherwise stated in Exhibit II, the County’s Project Manager has no authority to amend this Contract. 3.3. Contract Administrators. The County shall designate an employee or agent to act as Contract Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s). The Contract Administrators shall be listed on the first page of this Contract. The County’s Contract Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing. The County’s Contract Administrator(s) have no authority to amend this Contract. 3.4. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, purchase order, invoice, click-through license agreement, or Contractor policies or agreements published on Contractor’s website or otherwise. Amendments to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 6 FINAL VERSION 09-18-24 3.5. Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the change is executed according to the procedures described in this Contract. If the Contractor is directed to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor must notify Purchasing that it believes the requested work is a change to the Contract before performing the requested work. If Contractor fails to notify Purchasing before beginning the requested work, then Contractor waives any claims for additional compensation for performing the requested work. If Contractor begins work that is outside the scope of this Contract or begins work before an Amendment is executed and then stops performing that work, Contractor must, at the request of the County, undo any out-of-scope work that the County believes would adversely affect the County. 3.6. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in Sections 1 through 13 of this Contract shall prevail and take precedence over any allegedly conflicting provisions in all Contract Documents, Exhibits, purchase orders, and other documents expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips, receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms and conditions of this Contract. §4. CONTRACT TERMINATION 4.1. County Termination. The County may terminate and/or cancel this Contract (or any part thereof) at any time upon three hundred and sixty-five days (365) days written notice to the Contractor, if Contractor defaults in any obligation contained herein and within the three hundred and sixty-five days (365) notice period Contractor failed or did not attempt to cure such default. Cancellation or continuation of the Contract once a default occurs requires approval from the Board of Commissioners. The effective date for termination or cancellation shall be clearly stated in the written notice. 4.2. Contractor Termination. Contractor may terminate and/or cancel this Contract (or any part thereof) at any time upon three hundred and sixty-five days (365) days written notice to the County, if the County defaults in any obligation contained herein and within the three hundred and sixty-five days (365) notice period the County failed or did not attempt to cure such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 4.3. Obligations Upon Termination. 4.3.1. In the event of termination and/or cancellation by either Party for any reason, Contractor shall pay the County all fees as set forth herein until the effective date of termination. 4.3.2. In the event, this Contract is terminated before the expiration date, Contractor shall cancel the scheduled Events at the Facility and Contractor shall refund the deposits for the Events at the Facility. The Parties acknowledge that this provision has been inserted into the Contract at Contractor’s request. The County shall have no liability related to the cancellation of the scheduled Events, as required by this Section. 4.3.3. Upon termination and/or cancellation of this Contract, Contractor's use of County Property shall cease as of the effective date of termination, this shall include at the sole option of the County, cancellation of all Events Contractor scheduled at the Facility after the effective date of termination. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 7 FINAL VERSION 09-18-24 4.3.4. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. §5. SCOPE OF SERVICES AND FINANCIAL/PAYMENT OBLIGATIONS 5.1. Performance of Services. Contractor shall perform all Services identified and described in this Contract and the Exhibits. Contractor and the County, through OCPRC, shall perform all responsibilities as listed and described in this Contract and Exhibits. 5.2. Equipment and Supplies. Contractor is responsible for providing the equipment and supplies to deliver the Services required by this Contract, which are not expressly required to be provided by the County herein. 5.3. Financial Obligations. 5.3.1. Equipment Fee. For the use of County-owned equipment, Contractor shall pay the County an annual fee that shall be paid as set forth in this Section (hereinafter “Equipment Fee”); the Equipment Fee shall be $13,439.00 from January 1, 2026 to December 31, 2026 and $13,842.00 from January 1, 2027 to December 31, 2027. 5.3.2. Flat Fee. For the use of the Facility, Contractor shall pay the County an annual fee that shall be paid as set forth in this Section (hereinafter “Flat Fee”); the Flat Fee shall be $77,275 in 2026 and $79,593 in 2027. 5.3.3. Food and Beverage Fee. Contractor shall pay the County the following percentages of the Gross Receipts/Revenue for the Facility per Fiscal Year as a “Food and Beverage Fee”: 5% for Gross Receipts from $1,500,000.01 to $1,750,000.00; 6% for Gross Receipts from $1,750,000.01 to $2,000,000.00; and 7% for Gross Receipts over $2,000,000.00. 5.3.4. Due Date. The Equipment Fee, Flat Fee and Food and Beverage Fee are due and payable on October 31 each year for the previous Fiscal Year’s Equipment Fee, Flat Fee, and Food and Beverage Fee. 5.3.5. Annual Increases. On October 1 of each year, the Equipment Fee and Flat Fee shall be increased by three percent (3%) of the previous years’ fees. 5.3.6. Utilities. The utilities for the Facility shall be paid by Contractor pursuant to Exhibit II. 5.3.7. Payment. All costs and fees due to the County herein shall be payable to the “County of Oakland” and sent to: Oakland County Parks and Recreation, Attention: Director, 2800 Watkins Lake Road, Waterford MI 48328. 5.3.8. Late Charge. If the County does not receive the fees, utilities, or any other sum owed by Contractor under this Contract within thirty (30) days of its due date, Contractor shall pay the County a late charge equal to ten percent (10%) of any such overdue amount. Such late charge represents a fair and reasonable estimate of the costs the County will incur by reason of late payment by the County. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 8 FINAL VERSION 09-18-24 Acceptance of such late charge by the County shall in no event constitute a waiver of Contractor's default with respect to such overdue amount, nor prevent the County from exercising any of its other rights and remedies. 5.3.9. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct, indirect, special, incidental or consequential damages incurred or suffered by Contractor in connection with or resulting from the Contractor's providing any Services under this Contract. 5.3.10. Off-Set. The County has the right to offset any amounts due and owing to the Contractor should the County incur any cost associated with this Contract that is the obligation of Contractor under this Contract. 5.3.11. In-Kind Services. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein. §6. USE OF COUNTY FACILIITY AND PROPERTY 6.1. Contractor may use and have full access to the Facility described and depicted in Exhibit III, provided, however, Contractor shall in no way be involved in the operation and maintenance of the golf courses at the Facility. Contractor's use and access to the golf courses at the Facility applies only to the sale and service of alcoholic beverages and the operation of mobile food and beverage carts or stands. 6.2. Contractor may use the County's personal property, which may or may not be affixed to the Facility, that is listed in Exhibit IV. All personal property listed in Exhibit IV (whether it is affixed or not affixed to the Facility) is deemed to be the personal property of the County. 6.3. Contractor shall only use the Facility and the personal property listed in Exhibit III and IV for the purpose of providing Services at the Facility or for preparing food and beverages to be served elsewhere. 6.4. The County may access the Facility at any time for the purpose of examining and inspecting the Facility and evaluating the Services provided pursuant to this Contract. If the County determines that the Facility are not maintained pursuant to this Contract or Services are not provided pursuant to this Contract, it shall immediately notify Contractor in writing to correct the unsatisfactory conditions or Services. Contractor shall take immediate steps to correct such conditions or Services. 6.5. Contractor shall not place any signs or advertisements on the Facility without the prior written consent of the OCPRC Executive Officer or his or her designee. 6.6. Except as otherwise provided in this Contract, Contractor shall not make any structural alterations, additions, or changes to the Facility, unless prior written approval is given by OCPRC Executive Officer or his/her designee. 6.7. At the expiration or termination of this Contract, Contractor shall leave the Facility in the same condition that Contractor found them, less ordinary wear and tear, and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) days of expiration or termination of this Contract. If Contractor does not remove its personal property within the thirty (30) day period, the County shall dispose of it as it sees fit. Upon receipt of an invoice from the County, Contractor shall reimburse the County for all costs associated with the removal and disposal of Contractor’s personal property. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 9 FINAL VERSION 09-18-24 6.8. Damage/Destruction of Facility or County Property. 6.8.1. If any damage or destruction occurs to the Facility or other County-owned property, Contractor shall notify the County immediately 6.8.2. Contractor shall be responsible for any damage or destruction to the Facility or other County-owned property, which arise out of the acts or omissions of Contractor or Contractor Employees. 6.8.3. The County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements to the Facility or other County-owned property, provided, however, that Contractor shall reimburse the County for all costs associated with repairing and/or replacing the Facility or other County owned property (which costs arise out of the acts or omissions of Contractor or Contractor Employees). Contractor shall pay such costs within fourteen (14) days of receiving an itemized invoice from the County; unless the County makes a claim for such damage or destruction under its property insurance and it is covered and paid for by the County’s property insurance, in which case Contractor shall reimburse the County for any deductible the County must pay in connection with the damage or destruction. 6.8.4. In the event, any Facility is partially damaged or destroyed by fire or other casualty, the damage to such Facility shall be promptly repaired or rebuilt by the County and this Contract shall continue, except that if any Facility is damaged or destroyed by fire or other casualty to such a degree that it would prevent the Contractor from providing the Services as required by this Contract (in the County’s reasonable discretion), then the County may elect to either repair or rebuild such Facility or to terminate the portion of this Contract as it relates to the particular Facility damaged or destroyed, by giving written notice to Contractor within thirty (30) days after the occurrence of such damage or destruction. Contractor will have thirty (30) days from the date of the notice to vacate such Facility. 6.8.5. While a Facility is being repaired or rebuilt, the Equipment Fee, the Flat Fee, and the Food and Beverage Fee owed by Contractor shall be reduced in proportion to the fraction of the Facility rendered unusable. If any one Facility is damaged or destroyed to such a degree that it would prevent Contractor from providing Services as required by this Contract (in the County’s reasonable discretion), then Contractor may elect to remain at the Facility or to vacate the Facility, without further liability to the County. 6.9. Damage to Contractor Property. Contractor shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Contractor’s personal property located, kept, or stored on or around the Facility during this Contract. 6.10. Liability for Claims. Contractor shall be solely liable and responsible for any Claims, occurring at or around the Facility, which arise out of Contractor’s or Contractor’s Employees use of the Facility or performance of Services under this Contract. 6.11. Contractor acknowledges that it has no title in or to the Facility or any portion thereof and will not claim any such title to the Facility. 6.12. Eminent Domain. If the Facility is entirely taken by any public authority under the power of eminent domain, then this Contract shall be terminated on the day the public authority takes possession of such Facility. If less than the whole, but more than thirty-five percent (35%) of a Facility is taken by any public OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 10 FINAL VERSION 09-18-24 authority under the power of eminent domain, then either Party may terminate this Contract, as it relates to the specific Facility only, upon thirty (30) days written notice to the other Party. In the event neither Party elects to terminate this Contract, this Contract shall terminate on the date the public authority takes possession of a specific Facility. Neither Party shall have any future liability or obligation under this Contract, if it is terminated under this Section. 6.13. Alcoholic Beverages. 6.13.1. Alcoholic beverages may be sold, provided and served only by Contractor and Contractor Employees at the Facility as part of the Services provided under this Contract. 6.13.2. The liquor licenses from the State of Michigan for the Facility shall be held by the County and Contractor as co-licensees. 6.13.3. The County shall be responsible for obtaining and maintaining the liquor licenses for the Facility, including paying all costs and fees associated with obtaining and maintaining the liquor licenses and hiring and paying for the attorneys to assist with licensing from the State of Michigan. 6.13.4. Contractor and Contractor Employees shall be responsible for operating the Facility in strict accordance with the Michigan Liquor Control Code, as amended and all rules and regulations promulgated thereunder ("the Code"). 6.13.5. The County and Contractor expressly acknowledge and confirm their joint responsibilities pursuant to the provisions of the Code for any and all violations under the Code at the Facility, which may arise through acts or omissions of the County or Contractor or Contractor Employees. 6.13.6. Except as stated herein, Contractor or Contractor Employees shall have no right or interest in the liquor licenses for the Facility. 6.13.7. Upon termination and/or cancellation of this Contract, or termination and/or cancellation of a portion of this Contract effecting a liquor license, all rights of the Contractor as co-licensee for the Facility or a Facility shall terminate automatically, subject only to the approval of the Michigan Liquor Control Commission. Contractor and Contractor Employees agree to cooperate in all matters necessary to cause a transfer of its interest to the County, including the execution of all documents and forms required by the Michigan Liquor Control Commission. 6.13.8. Only Contractor and Contractor Employees may serve alcoholic beverages at the Facility. All persons serving alcoholic beverages must be trained and certified as required by the Code. §7. CONTRACTOR’S WARRANTIES AND ASSURANCES 7.1. Full Knowledge of Contract Expectations. Contractor warrants that before entering into this Contract, it had a full opportunity to review all County requirements and/or expectations for this Contract. Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform the Contract as specified herein. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 11 FINAL VERSION 09-18-24 7.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances, records, and materials submitted to the County in connection with seeking and obtaining this Contract have been truthful, complete, and accurate. 7.3. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 7.4. Contractor Employees. 7.4.1. Number and Qualifications of Contractor Employees. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 7.4.2. Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees. 7.4.3. Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a Contractor Employee performing work under this Contract at the County’s request provided that the County’s request is based on legitimate, good-faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the removal of a Contractor Employee results in an unanticipated delay, which is attributable to the County, then this delay shall not be considered a breach of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted accordingly. 7.4.4. Background Checks. At the County’s request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee’s eligibility to perform work under this Contract. Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check. 7.4.5. Contractor Employee Expenses. All Contractor Employees shall be employed at the Contractor’s sole expense (including employment-related taxes and insurance). Contractor warrants that all Contractor Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely liable for all applicable Contractor Employees’ federal, state, or local payment withholdings or contributions and/or all Contractor Employee related pension or welfare benefits plan contributions under federal or state law. Contractor shall indemnify, defend, and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer- employee relationship between Contractor and any Contractor Employee including, but not limited to, Worker’s Compensation, disability pay, or other insurance of any kind. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 12 FINAL VERSION 09-18-24 7.4.6. Contractor’s Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the fee, tax, or fine is assessed against the Contractor or the County. 7.5. Acknowledgment of Independent Contractor Status. 7.5.1. Independent Contractor. Nothing in this Contract is intended to establish an employer-employee relationship between the County and Contractor or any Contractor Employee. In no event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County. Contractor shall ensure that Contractor Employees are apprised of their status and the limitations independent contractors have of this status. 7.5.2. Contractor/Contractor Employee Representations. Contractor and/or Contractor Employees shall not represent themselves as County employees. Contractor shall ensure that Contractor Employees do not represent themselves as County employees. 7.5.3. County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in any County employee benefit plans and programs, including but not limited to, retirement, deferred compensation, insurance (including without limitation, health, disability, dental, and life), and vacation pay. This limitation includes access to benefit plans and programs that are not described by a written plan. However, Contractor Employees who are retired County Employees may receive vested post- employment benefits such as retiree health care and pension benefits from Oakland County. 7.5.4. County Reliance. The County entered into this Contract in reliance of the representations made by Contractor regarding its understanding of the role of independent contractors, its stated relationship to Contractor Employees, and other representations Contractor has made regarding the management and performance oversight of Contractor Employees. 7.6. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, certificates, governmental authorizations, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 7.7. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 13 FINAL VERSION 09-18-24 by the Contractor. Breach of this term or condition is considered a material breach of this Contract. Contractor’s execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. 7.8. Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business. Contractor must promptly notify the County, if Contractor becomes an Iran-Linked Business at any time during this Contract. 7.9. Ta xes. 7.9.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind. 7.9.2. County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax, and real property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon request. 7.10. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regulations, ordinances, requirements and specifications in the Exhibits, industry best practices and care, professional standards, and in a diligent, workmanlike, and expeditious manner. Contractor acknowledges and agrees that time is of the essence for all Deliverables that are services. 7.11. ADA and Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or the public to use a software application or to access a website, Contractor warrants that end users can utilize the software or access the website in accordance with the accessibility requirements of the ADA and the Rehabilitation Act of 1973. Contractor’s Deliverable will conform, where relevant, to level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.1. Any additional compliance requirements shall be specified in Exhibit II. §8. LIABILITY 8.1. CONTRACTOR INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD THE COUNTY HARMLESS FROM ALL CLAIMS, INCURRED BY OR ASSERTED AGAINST THE COUNTY BY ANY PERSON OR ENTITY, WHICH ARE ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY FROM THE ACTS OR OMISSIONS OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES. THE COUNTY’S RIGHT TO INDEMNIFICATION IS IN EXCESS AND ABOVE ANY INSURANCE RIGHTS/POLICIES REQUIRED BY THIS CONTRACT. DURING THE TERM OF THIS CONTRACT, IF THE VALIDITY OR COLLECTABILITY OF THE CONTRACTOR'S INSURANCE IS DISPUTED BY THE INSURANCE COMPANY, THE CONTRACTOR SHALL INDEMNIFY THE COUNTY FOR ALL OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 14 FINAL VERSION 09-18-24 CLAIMS ASSERTED AGAINST THE COUNTY AND IF THE INSURANCE COMPANY PREVAILS, THE CONTRACTOR SHALL INDEMNIFY THE COUNTY FOR UNCOLLECTABLE ACCOUNTS. 8.2. NO INDEMNIFICATION FROM THE COUNTY. CONTRACTOR SHALL HAVE NO RIGHTS OR CLAIMS AGAINST THE COUNTY FOR INDEMNIFICATION, CONTRIBUTION, SUBROGATION, OR ANY OTHER SIMILAR RIGHT TO BE REIMBURSED BY THE COUNTY. 8.3. CONTRACTOR WAIVES AND RELEASES ALL ACTIONS, LIABILITIES, LOSS AND DAMAGE INCLUDING ANY SUBROGATED RIGHTS IT MAY HAVE AGAINST THE COUNTY BASED UPON ANY CLAIM BROUGHT AGAINST THE COUNTY SUFFERED BY A CONTRACTOR EMPLOYEE. 8.4. COUNTY LIMITATION OF LIABILITY. 8.4.1. COUNTY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, RELIANCE, REMOTE, SPECULATIVE, PUNITIVE, EXEMPLARY, LIQUIDATED, TREBLE, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, OPPORTUNITY, USE, REVENUE, DATA, OR GOODWILL, WHETHER BASED IN WHOLE OR IN PART IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CONTEMPLATED AND EVEN IF COUNTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. §9. INSURANCE REQUIREMENTS 9.1. Contractor Provided Insurance. At all times during this Contract, Contractor shall obtain and maintain insurance according to the requirements listed in Exhibit I. §10. INTELLECTUAL PROPERTY 10.1. Contractor License to Use County Servicemarks. Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit V. Contractor shall only use the servicemarks as directed by the County in Exhibit V. §11. CONFIDENTIAL INFORMATION 11.1. Contractor Use of Confidential Information. Contractor and Contractor Employees shall use appropriate safeguards to protect the confidentiality and integrity of Confidential Information. Contractor shall not reproduce, provide, disclose, or give access to Confidential Information to any Contractor Employee or third party not having a legitimate need to know. Contractor and Contractor Employees shall only use the Confidential Information for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information, if required by law, statute, or other legal process; provided that Contractor: (a) gives the County prompt written notice of the impending disclosure; (b) provides reasonable assistance to the County in opposing or limiting the disclosure; and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect to any Confidential Information which Contractor can establish by legally sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third-party having the right to disclose it, without an obligation to keep such information confidential. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 15 FINAL VERSION 09-18-24 11.2. County Confidentiality Obligations. County has no obligation to Contractor to keep confidential any information or records that are required to be disclosed by County under the Michigan Freedom of Information Act, 1976 PA 442, as amended (the “FOIA”) nor shall County be obligated to inform or provide notice to Contractor regarding the disclosure of information or records that are required to be disclosed under the FOIA. Furthermore, County may disclose Confidential Information to third parties if required by law, statute, subpoena, court order, or other legal process. §12. C OUNTY DATA . If Contractor uses or possesses County Data in the performance of this Contract, then the following provisions contained in this section apply: 12.1. Use of County Data. Contractor and Contractor Employees shall have a limited license to County Data, including a license to collect, process, store, generate, and display County Data but only to the extent necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell, rent, share, transfer, distribute, or otherwise disclose or make available County Data to any third-party, for Contractor’s own purposes, or for the benefit of anyone other than the County, without the County’s prior written consent, unless otherwise provided for within an Exhibit to this Contract. 12.2. Unauthorized Access/Disclosure or Theft of County Data. Contractor shall notify the County ’s Chief Information Officer as soon as practicable but no later than forty-eight (48) hours of “Discovery ” of suspected unauthorized access, acquisition, disclosure, or theft of County Data (a “Security Breach”). “Discovery” means the first day on which the Security Breach is known to Contractor. Upon Discovery of a Security Breach, Contractor shall do the following: (a) take reasonable measures to promptly cure the deficiencies relating to the Security Breach in order to secure County Data; (b) cooperate with the County in investigating the occurrence, including making available all relevant records, logs, files, and data reporting materials required upon request by the County; and (c) comply with all applicable federal or state laws and regulations pertaining to unauthorized disclosures or as otherwise directed by the County. If Contractor uses or possesses County Data described in Exhibit II (HIPAA), Exhibit III (PII), or Exhibit IV (CJIS), Contractor shall follow the procedures in the applicable Exhibits governing the unauthorized access/disclosure or theft of County Data. 12.3. Storage of County Data. Contractor shall only possess, access, store, host, and/or process County Data at and from data centers located within the United States of America (the “U.S.”). Contractor shall not permit Contractor Employees to possess, access, store, host, and/or process County Data on portable devices, including, but not limited to, personal computers, tablets, laptops, and phones, except for portable devices that encrypt County Data at rest, have up-to-date firewall and antivirus protection, require multi-factor authentication to access, and are used and kept within the U.S. Contractor may permit its Contractor Employees to access County Data remotely within the U.S. but only as required to provide the Deliverables. 12.4. Requirements for PCI Data. If Contractor possesses, accesses, stores, hosts, processes, or transmits County Data that is considered Payment Card Industry (PCI) Data by the PCI Security Standards Council, Contractor shall comply with PCI Data Security Standard (DSS) and shall provide the County with a copy of its PCI DSS Attestation of Compliance and its Certificate of Compliance with PCI Data Security Standard on or before the Effective Date. Contractor warrants that it will keep its OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 16 FINAL VERSION 09-18-24 Certification of Compliance with PCI Data Security Standard current and will provide evidence that the Certification of Compliance is current to County upon request. 12.5. Response to Legal Request for County Data. If the County receives a Court Order, a Freedom of Information Act (FOIA) request, or other legal request to provide County Data held by Contractor, then Contractor shall provide County Data to the County, in a format directed by the County, within the time frame required by law. 12.6. Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County Data as directed by County. §13. GENERAL TERMS AND CONDITIONS 13.1. County’s Right to Suspend Contract Performance. Upon written notice, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with any federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County’s right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this Contract under this Section. 13.2. Discrimination. Contractor, and its subcontractors under this Contract, shall not discriminate against an employee or an applicant for employment in hiring, any terms and conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial status, marital status or any other reason, that is unrelated to the person's ability to perform the duties of a particular job or position, in accordance with applicable federal and state laws. 13.3. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall disclose to the County the identity of all Contractor Employees and all Family Members of Contractor Employees who: a) are employed by the County on the date the Contract is executed; and b) become employed by the County during the term of the Contract. Contractor shall also disclose to the County the identity of all County Agents and all Family Members of County Agents who: a) are employed by Contractor on the date the Contract is executed; and b) become employed by Contractor during the term of the Contract. For the purposes of this section, “Family Member” means a person's spouse or spouse's sibling or child; a person's sibling or sibling's spouse or child; a person's child or child's spouse; or a person's parent or parent's spouse, and includes these relationships as created by adoption, marriage, or law. 13.4. Access and Records. The Contractor shall keep full and accurate books of accounts, cash receipts, and other pertinent data customarily used in Contractor's type of operation, showing Contractor's activities under this Contract. The Contractor shall only utilize those record keeping devices, including without limitation, cash registers, tapes, books, ledgers, journals, sale slips, guest checks, invoices, and cash register maintenance logs OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 17 FINAL VERSION 09-18-24 which are acceptable to the County and by which every sale or other transaction related to catering services are recorded. Contractor will maintain accurate books and records in connection with the services provided under this Contract for thirty-six (36) months after end of this Contract and provide the County with reasonable access to such book and records. 13.5. Audit. Contractor shall allow the County or an independent auditor hired by the County, to perform contract compliance audits with the authority to access all pertinent records reasonably required to verify Gross Revenue/ Receipts and interview any Contractor Employee throughout the term of this Contract, and for a period of three years after final payment. Contractor shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County within thirty (30) business days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report, and an action plan to resolve the audit findings. A copy of the Contractor's response will be included in the final report. Failure by the Contractor to respond in writing within 30 business days shall be deemed acceptance of the draft audit report and will be noted in the final report. 13.6. Assignments/Delegations/Subcontracts. 13.6.1. Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or subcontract any of its duties, obligations, or rights under this Contract without the prior written consent of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide adequate written assurances to the County that the affiliate or subsidiary can perform this Contract. The County may withhold consent, if the County determines that the assignment, delegation, or subcontract would impair performance of this Contract or the County’s ability to recover damages under this Contract. Contractor shall also provide the County with adequate information to allow the County to make a determination regarding the assignment, delegation, or subcontract. 13.6.2. Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must include a requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair performance of any term or condition of this Contract. 13.6.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact regarding all matters under this Contract and shall remain liable for performance of this Contract. Contractor is solely responsible for the management of assignees, delegees, and subcontractors. 13.6.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this Contract, Contractor shall contract with another entity for such performance. Any additional costs associated with securing another assignee, delegee, or subcontractor shall be the sole responsibility of Contractor. 13.7. No Third-Party Beneficiaries. Except as expressly provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties’ right in this Contract, or any other right in favor of any other person or entity. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 18 FINAL VERSION 09-18-24 13.7.1. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations, Section 6. Contractor’s Warranties and Assurances, Section 7. Liability, Section 8. Insurance and Bond Requirements, Section 9. Intellectual Property, Section 10. Confidential Information, and Section 12. General Terms and Conditions. 13.8. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. 13.9. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, executive orders, insurance policy requirements, and requirements applicable to its activities under this Contract. Contractor shall comply with all applicable laws and regulations related to the import, export, re-export, transfer, shipping, sale, re-sale, and/or use of goods, services, information, data, and equipment involving or related to this Contract. 13.10. Force Majeure. Notwithstanding any other term or condition of this Contract, neither Party shall be liable for failure to perform contractual duties or obligations caused by events beyond their reasonable control, including but not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d) war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor difficulties; or (h) compliance with law. Reasonable notice shall be given to the affected Party of such event. Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its contractual duties or obligations if a reasonably anticipated, insurable business risk, such as business interruption or any insurable casualty or loss occurs. 13.11. Notices. 13.11.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be 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. 13.11.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the first page of this Contract. 13.11.3. Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed to Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed on the first page of this Contract. 13.12. Captions. Section and subsection numbers, captions, and any index to sections or subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 19 FINAL VERSION 09-18-24 nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the context requires. 13.13. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 13.14. Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 13.15. Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor’s promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 13.16. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Manager (if applicable) and Contract Administrators for possible resolution. 13.17. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan, excluding Michigan’s conflict of law principles. Except as otherwise required by law or court rule, any action, complaint, lawsuit, or other legal or equitable proceeding brought to enforce, interpret, or decide any Claim, matter, provision, dispute, or issue arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District 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 and shall be in the applicable court set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction. 13.18. Entire Contract. This Contract represents the entire agreement and understanding between the Parties. This Contract supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties regarding the subject matter of this Contract. The language of this Contract shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 20 FINAL VERSION 09-18-24 EXHIBIT I CONTRACTOR INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at Contractor’s expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be written for not less than any minimum coverage herein specified. Limits of insurance required in no way limit the liability of the Contractor. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) 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 for each accident, $500,000 for a disease for each employee, and $500,000 for a disease policy limit. Contractor must comply with the following: 1. ☒ Be a Fully Insured or State approved self-insurer; 2. ☐ Sole Proprietors must submit a signed Sole Proprietor form; or 3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Evidence of workers’ compensation insurance is not necessary if neither Contractor nor any Contractor Employees come onsite to any County real property, land, premises, buildings, or other facilities in the performance of this Contract. 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. This coverage shall be in excess of the scheduled underlying General Liability, Automobile Liability, and Employer’s Liability Insurance policies with exclusions that are not broader than those contained in the underlying policies. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 21 FINAL VERSION 09-18-24 Supplemental Coverages. The following supplemental coverages are required if selected (checked): 1. ☐ Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 2. ☐ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 3. ☒ Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 4. ☒ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence. 5. ☐ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 6. ☐ Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 7. ☐ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 8. ☒ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the conditions, and/or endorsements below. 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 Contractor. 4. Contractor shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property. 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 22 FINAL VERSION 09-18-24 supplemental coverages shall be endorsed to name the County of Oakland and its officers, directors, employees, appointees, and commissioners as additional insured where permitted by law and policy form. 6. If the Contractor’s insurance policy has higher limits than the minimum coverage requirements stated in this document the higher limits shall apply and in no way shall limit the overall liability assumed by the Contractor under contract. 7. The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract. 8. Certificates of insurance must be provided prior to the County’s execution of the Contract and must bear evidence of all required terms, conditions and endorsements; and provide thirty (30) days’ written notice of cancellation/material change endorsement to the insurance coverages required by this Exhibit. 9. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the Contractor’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management Department. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 23 FINAL VERSION 09-18-24 EXHIBIT II SCOPE OF CONTRACTOR’S SERVICES & PARTIES RESPONSIBILITIES §1. Provision of Services. 1.1. Exclusive Operation of Facilities. Contractor shall provide and shall have the exclusive right to provide Services at and for the operation of the Facility (Conference Centers and Grill Rooms). 1.2. Quality of Service. The Services provided by Contractor under this Contract shall be of the highest quality and must be efficient and adequate to meet all reasonable demands of persons having Events at the Facility or persons using the Facility. 1.3. Equipment and Supplies. Contractor is responsible for providing the equipment and supplies to deliver the Services required by this Contract, which are not expressly required to be provided by the County herein. 1.4. Reservations. Contractor shall be responsible for making reservations and booking Events to be held at the Facility. 1.5. Outdoor Events. As part of providing Services, Contractor must be able to accommodate and provide for Events outside the Facilities that are located on County Property, e.g., outdoor weddings and parties on patios. Contractor shall be responsible for all set-up and prompt clean-up of outside Events, including but not limited to, chairs, tables, decorations, and sound system/equipment. 1.6. 1.7. Service Report. The Contractor shall prepare a monthly report regarding Services at the Facility. The report shall contain a computation of each month's Food and Beverage Fee, broken into separate categories for food and beverages, by Facility, by Event, and other details as may be requested by OCPRC. If there were no Services for a month, a monthly report still shall be generated and submitted stating this fact. The report shall be sent to the OCPRC Director by the 20th day of each calendar for the previous month’s activity. 1.8. Historic or Cultural Events at Facilities by OCPRC. 1.8.1. OCPRC may hold up to twelve historic or cultural events at the Facility per calendar year. 1.8.2. OCPRC shall be responsible for planning such events and for all costs associated with such events. Contractor acknowledges that OCPRC may use another vendor to provide food or beverages (alcoholic or non-alcoholic) for the historic or cultural events. If Contractor is not providing food and beverages for a historic or cultural event, OCPRC shall clearly indicate this fact in all materials (electronic or written) marketing or advertising the historic or cultural event. 1.8.3. The Parties shall work together to schedule the historic or cultural events at the Facility to avoid date conflicts with Events at the Facility. The calendar for the historic or cultural events shall be provided to Contractor by November 1 each year for the following year’s historic or cultural events. §2. Marketing and Sale of Food and Beverages. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 24 FINAL VERSION 09-18-24 2.1. Contractor shall use its best effort and take all necessary steps to further the sale of Services and food and beverages (alcoholic and non-alcoholic) at the Facility, including but not limited to marketing, taking credit cards to pay for food and beverages, and when applicable, using mobile stands and carts to sell food and beverages (alcoholic and non-alcoholic). 2.2. Contractor shall prepare an annual marketing plan for the Facility. The marketing plan shall be delivered to the OCPRC Director or his/her designee by October 31 for the following calendar year. The OCPRC Director or his/her designee shall review the marketing plan and provide comments back to Contractor about the plan. Contractor shall have at least a ten thousand dollar ($10,000.00) annual budget to implement the marketing plan for the Facility. 2.3. The Oakland County Parks logo must be included in all promotional literature. 2.4. The County may use the Facility for cross marketing of County Parks, including but not limited to brochures, flyers, marketing displays, and other information. §3. Menus and Food Prices. Menus and food prices shall be reviewed by Contractor and OCPRC annually and shall be mutually agreed upon. The prices must be similar to current community market pricing and, upon request; Contractor must provide document research support. §4. Hours of Operation. 4.1. Conference Centers. Contractor shall be available to provide Services at the Conference Centers three hundred and sixty-two (362) days a year. The three (3) days the Facility may be closed by Contractor are Thanksgiving Day, December 25, and January 1. §5. Management and Staffing. 5.1. Contractor shall hire a manager or combination of management staff, with experience providing Services, to manage and conduct day-to-day operations at the Facility. A manager or assistant manager shall be present at all times when the Facility are open for business. 5.2. Contractor shall provide an adequate number of employees and staff to efficiently and effectively perform the Services and responsibilities required under this Contract, including serving food and beverages to customers at the Facility. §6. Uniforms & Training. At Contractor's sole expense, all Contractor Employees shall be issued uniforms with Contractor’s logo, shall maintain appropriate appearance and shall be properly trained for all customer service issues and delivery of Services, including the service of alcoholic beverages. §7. Brand Advertising. Contractor shall not use or permit product brand identification without the express prior written approval of OCPRC. §8. Utilities and Services for the Facility. 8.1. Contractor Furnished Services. Contractor shall furnish and pay for the following services to the Facility (including the Grill Rooms, but excluding the Golf Courses and Pro-Shops): 8.1.1. Garbage collection service; OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 25 FINAL VERSION 09-18-24 8.1.2. Telephone; 8.1.3. Cable/Satellite; and 8.1.4. Internet Service. 8.1.5. Bills for the above-listed services shall be placed in Contractor’s name. Contractor shall be solely responsible for and promptly pay for all services, when due. 8.2. OCPRC Furnished Services. OCPRC shall furnish and pay for the following services to the Facility for OCPRC use: 8.2.1. Garbage collection service 8.2.2. Telephone 8.2.3. Cable/Satellite 8.2.4. Internet Service 8.3. Utilities. The County shall furnish the following utilities to the Facility: 8.3.1. Electricity; 8.3.2. Gas/Heat; 8.3.3. Water/Wells/Water Filtration System; and 8.3.4. Sewer/Septic. 8.3.5. Bills for the above-listed utilities shall be placed in the Contractor’s name and the bills for the utilities shall be paid by Contractor. OCPRC shall be responsible for the costs of operation, maintenance, repair, and replacement of any septic systems, wells, or water filtration systems located at the Facility. 8.4. Generator—Addison Oaks Conference Center. Addison Oaks Conference Center has a County-owned diesel generator, which Contractor may use. OCPRC shall be responsible for the maintenance and repair of the generator. OCPRC shall provide and pay for the diesel fuel to operate the generator, but Contractor shall reimburse OCPRC for the costs of the diesel fuel. The costs for the diesel fuel shall be included with the quarterly billings for the utilities (as set forth in Section 5 of the Contract). If the generator becomes obsolete or repair is not possible, then OCPRC is not responsible to replace the generator, but may do so in its sole discretion. 8.5. Interruption of Water Supply. If the water supply is interrupted at Addison Oaks Conference Center or is not potable, then OCPRC shall be responsible for providing and paying for the supply of potable water and clean ice needed to provide Services during the interruption. §9. Business Interruption Plan. Notwithstanding Section 8.9 of the Contract, Contractor shall create a business interruption plan to ensure the continuity of Services at the Facility during a reasonably anticipated event, such as power outages. §10. Contract Performance Evaluation. Annually or more frequently as dictated by OCPRC, OCPRC shall perform an evaluation of the Services provided by Contractor under this Contract and Contractor's OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 26 FINAL VERSION 09-18-24 performance of its obligations contained herein. The Parties shall meet and discuss the conclusions of such evaluations and the steps that can be taken to implement the conclusions, if required. §11. Contractor Duties and Maintenance Responsibilities. Contractor shall perform the following duties and maintenance responsibilities: 11.1. Point-of-Sale System. Contractor shall provide and maintain a point-of-sale system for the purchase of Services at the Facilities. OCPRC will provide the software and software maintenance for the point-of-sale system; however, this obligation is contingent upon OCPRC receiving approval of the software vendor for Contractor’s use of the software. If OCPRC does not receive approval from the software vendor, then Contractor shall be responsible for providing the software for the point-of-sale system. 11.2. Floor/Carpet Cleaning. Contractor shall clean all carpets and all floors of the Facility and provide all cleaning supplies and equipment for such cleaning on a daily basis or more frequently as needed. The carpets and floors shall be professionally cleaned at least once a year or more frequently as needed. Upon OCPRC request, Contractor shall provide documentation evidencing the professional cleaning. 11.3. Interior Custodial Services. Contractor shall clean the interior of all Facility, including the windows, screens and fireplaces, and provide all cleaning supplies and equipment for such cleaning on a daily basis or more frequently as needed or required; provided that OCPRC shall clean the grease traps and exhaust hoods and dispose of the grease. 11.4. Pest Control. Contractor shall provide and pay for pest control for the interior of the Facility including the kitchens located therein. 11.5. Sound System. Except for the golf courses located at the Facility, Contractor shall provide, pay for, (unless already provided), maintain and replace a public address and/or sound system, including equipment, for the Facility. 11.6. Outside Area Cleaning. On a daily basis or more frequently as needed, Contractor shall clean and keep free of garbage the area outside the Facility that is designated by OCPRC for eating and drinking, including but not limited to cleaning the furniture located in such areas, rinsing the grounds in such areas, and picking up and disposing of the garbage in such areas. The cleaning shall be completed pursuant to OCPRC standards, which shall be provided to Contractor upon execution of this Contract and annually thereafter. 11.7. Restroom Cleaning. Contractor shall clean all restrooms at the Facility on a daily basis or more frequently as needed and supply all equipment and products for such cleaning. Cleaning shall include but not limited to mopping and sanitizing of floors, scrubbing of urinals and toilets, disinfecting the counters, sinks, dispensers, doors, and door handles, incorporation of automatic air fresheners, and hourly checks for cleanliness and neatness documented. The cleaning shall be completed pursuant to OCPRC standards, which shall be provided to Contractor upon execution of this Contract and annually thereafter. Contractor shall provide all toilet paper, facial tissue, hand towels, and hand soap for all restrooms at the Facility. 11.8. Disposal. Contractor and Contractor Employees shall be responsible for transferring and placing all garbage in the appropriate receptacle and keeping the area immediately around such receptacles neat and clean. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 27 FINAL VERSION 09-18-24 11.9. Alarm System. Contractor shall provide own alarm system and security cameras, if desired. Contractor shall in no way change or tamper with either the door lock mechanisms or alarm systems provided by OCPRC. 11.10. Securing Facility. Contractor is responsible for securing the Facility every day, including but not limited to locking doors, securing gates, and setting alarms after Events. §12. OCPRC Duties and Maintenance Responsibilities. 12.1. Facility Upgrades. Except as otherwise provided in this Contract, OCPRC shall be responsible for and pay for all physical and structural upgrades to the Facility, including, but not limited to, replacement of bathroom fixtures, replacement of windows and screens, and building designs that might be required for such upgrades. 12.2. Facility Maintenance/Repair. Except as otherwise provided herein, OCRPC shall be responsible for maintenance, repair, replacement, and inspections for the Facility including but not limited to, repair or replacement of windows and screens, repair or replacement of HVAC system, repair or replacement of roof, repair of electrical system, repair or replacement of plumbing system and repair or replacement of the restrooms fixtures, repair or replacement of fireplaces, and repair or replacement of elevators. 12.3. Equipment Maintenance/Repair/Replacement. OCPRC shall be responsible for the maintenance, inspections, repair, and replacement of the equipment affixed to the Facility, including kitchen equipment affixed to the Facility, exhaust hoods, and grease traps. 12.4. Fire Suppression. OCPRC shall be responsible for providing, repairing, and maintaining fire extinguishers, fire suppression systems, and/or ansul fire suppression for the Facility as it deems necessary and as required by law. 12.5. Odors. If any unusually strong odor develops due to sewer gases or other reasons which are not caused by Contractor, OCPRC will take the necessary measures to expeditiously mitigate such odors at its expense. 12.6. Locking Mechanisms for Facilities. OCPRC shall be responsible for providing, repairing, and maintaining locking mechanisms for the doors of the Facility. OCPRC shall provide keys or key cards for the locking mechanisms to Contractor and Contractor Employees pursuant to OCPRC key policy. 12.7. Light Fixtures. OCPRC shall be responsible for providing, repairing, and maintaining all light fixtures in, around, and outside the Facility, including bulb replacement. 12.8. Window Treatments. OCPRC shall provide and pay for the window treatments (blinds, drapes, etc.) at the Facilities. OCPRC shall repair and replace the window treatments regardless whether the window treatments were provided by OCPRC or Contractor. Upon execution of this Contract, all window treatments shall be deemed the property of the County regardless of who provided or paid for the window treatments. Upon termination and/or cancellation of this Contract, all window treatments shall be the property of the County. 12.9. Interior Decorations/Furniture. OCPRC shall provide, replace, maintain, and pay for (in OCPRC’s sole discretion) all interior decorating and interior decorations. For purposes of this Contract, interior decorations shall mean furniture, pictures, wall hangings, plants, seasonal decoration and other OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 28 FINAL VERSION 09-18-24 decorations at the Facility. Upon execution of this Contract, all interior decorations currently located in or around the Facility shall be deemed the property of the Party who purchased them, except for the interior decorations listed in Exhibit IV, which are the property of the County. Upon expiration of this Contract, all interior decorations located in or around the Facility shall be the property of the County, regardless of who purchased or paid for the interior decorations. 12.10. Paint/Wallpaper/Wall Coverings. OCPRC shall provide, pay for and replace (in OCPRC’s sole discretion) interior paint, wallpaper and/or wall coverings at the Facility. 12.11. Flooring/Carpet. OCPRC shall be provide and pay for (in OCPRC’s sole discretion) the repair or replacement of flooring and carpeting at the Facility. 12.12. Exterior Maintenance/Repairs. OCPRC shall be responsible for all exterior maintenance, repairs and replacements to and around the Facility or to or around the property on which the Facilities are located, including cleaning of parking lots, exterior painting, exterior lighting, exterior window cleaning, canopy, parking lots, snow removal, signs, decorations and landscaping. §13. Equipment Provided by OCPRC. All equipment, furniture, decorations and other items provided by OCPRC for use by the Contractor, under this Contract, shall remain the property of the County. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 29 FINAL VERSION 09-18-24 EXHIBIT III Addison Oaks Conference Center Main Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 30 FINAL VERSION 09-18-24 Addison Oaks Conference Center Upper Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 31 FINAL VERSION 09-18-24 Addison Oaks Conference Center Lower Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 32 REV June 2024 EXHIBIT IV Park: Addison Oaks Facility: Banquet Center Quantity Item Description Manufacturer Model # Serial # - Books & Bookshelves Located in Brides Room, Grooms Room, Bar Areas & Main Level NA NA NA 26 Speakers Ceiling Speakers NA NA NA 1 set China 250 Units NA NA NA 1 set Flatware 250 Units NA NA NA - Various Small ware Ladles, Spatulas, Tongs, etc. NA NA NA 1 Ice Machine 1100 Series, 208/230v Manitowac CD1103W 83014352 1 Toastmaster Bun Warmer 4 Drawer, 120v, 1.4Kw Toastmaster 3D8XD 2-20269-95 2 2 Door Reach-in Refrigerator NA Victory NA NA 1 Keg Cooler NA Perlick 1005AUL NA 1 Food Warmer Plated food keeper/warmer Carter/Hoffman BB96 111104-80200- 0400-26-G-01 1 Coffee Station Stainless Steel Coffee Stand NA NA NA 1 Dishwasher 208v, 15Kw Hobart CRS66A 85-1019884 1 Heater Booster Heater for Dishwasher Hatco C45 5402580825 1 Mixer 20 Qt. w/ 2'x20' table, 2 accessories Hobart NA NA 1 Safe Located in Office, Approx. 1 Cub. Ft. NA NA NA 1 Walk-in Cooler NA Forma-kool NA NA 1 Walk-in Freezer NA Forma-kool NA NA 1 Deep Fryer Deep fryer Pitco Frialator NA 1 Oven/Stove 10 Burner natural gas stove top with 2 door oven Garland NA NA 1 Oven/Broiler Char broiler stacked on oven Southbend NA NA 6 Chafing Dishes Stainless Steel NA NA NA 16 Racks of Misc. Glasses NA NA NA NA 2 Prep Tables w/Sinks NA Tabco NA NA 1 Phone System 6 phones wired in building office areas NA NA NA - Storage Racks 12'x16'x18' 4-6' tall-for walk-in cooler/freezer NA NA NA OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 33 REV June 2024 1 Keg Cooler Single Keg Cooler Kegco NA NA EXHIBIT IV OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 34 REV June 2024 EXHIBIT V LICENSE FOR USE OF COUNTY SERVICEMARK County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter “Mark”), described and listed in the Servicemark Guidelines (below), for programs and activities that are directly related to the Deliverables and governmental services provided by Oakland County. The Mark may be used on: (Applicable if Checked): ☐ Printed materials ☐ Electronic materials ☐ Contractor’s website: [insert website address] Contractor shall not use the Mark for any other purpose. The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action that will interfere with County’s rights in the Mark. The County may terminate Contractor’s rights under this Exhibit, if County notifies Contractor it has breached the terms of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or website authorized for use above. Contractor shall provide County with written confirmation that such actions have been taken. Upon termination of the Contract, Contractor shall cease all use of the Mark. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 35 REV June 2024 Exhibit V Servicemark Guidelines The Guidelines for proper use of the Mark provided to the Contractor are as follows: Do not provide copies to a third-party of any artwork provided to you by County and referenced in this Exhibit without the express consent of County. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 1 DRAFT 09-17-24REV June Buyer: CONTRACT NUMBER: [Contract Number] Event # [Event ID] CONTRACT between the COUNTY OF OAKLAND and CONTRACTOR The County and the Contractor may be referred to individually as a “Party” or collectively as the “Parties.” The Parties agree to the attached terms and conditions: FOR THE CONTRACTOR: SIGN: FOR THE COUNTY: SIGN: SIGN: Contract Administrator Paula S. Reyes, Chief of Purchasing Not To Exceed Amount: $[NotToExceed] Effective Date: [Contract Effective Date] Expiration Date:[Expire Date] Contract Description: Contractor Address: Contract Administrator Information: Vendor No: [Vendor Number] Buyer and Purchasing Information: County Contract Administrator and Using Department: (Buyer) OAKLAND COUNTY PURCHASING 2100 Pontiac Lake Rd 41W Waterford, MI 48328-2762 248-858-0511 purchasing@oakgov.com OAKLAND COUNTY xxx OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 2 DRAFT 09-17-24REV June This Contract is organized and divided into the following Sections for the convenience of the Parties. Section 1. Contract Definitions Section 2. Contract Term and Renewal Section 3. Contract Administration and Amendments Section 4. Contract Termination Section 5. Scope of Deliverables and Financial/Payment Obligations Section 6. Contractor’s Warranties and Assurances Section 7. Liability Section 8. Insurance and Bond Requirements Section 9. Intellectual Property Section 10. Confidential Information Section 11. County Data Section 12. Information Technology Standards Section 13. General Terms and Conditions §1. CONTRACT DEFINITIONS The following words when printed with the first letter capitalized shall be defined and interpreted as follows, whether used in the singular or plural, nominative or possessive case, and with or without quotation marks: 1.1. “Amendment” means any change, clarification, or modification to this Contract. 1.2. “Business Day” means Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding County designated holidays. 1.3. “Claims” means any loss; complaint; demand for relief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs or other liability of any kind which is imposed on, incurred by, or asserted against the County or for which the County may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. 1.4. “Confidential Information” means all information and data that the County is required or permitted by law to keep confidential, which includes computer software, cybersecurity assessments and plans and measures to protect the County’s security. 1.5. “Contract” means this document and any other documents expressly incorporated herein. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 3 DRAFT 09-17-24REV June 1.6. “Contractor” means the entity or person listed under “Contractor” on the first page of this Contract and Contractor Employee. 1.7. “Contractor Employee” means any employee; officer; director; member; manager; trustee; volunteer; attorney; licensee; contractor; subcontractor; independent contractor; subsidiary; joint venture; partner or agent of Contractor; and any persons acting by, through, under, or in concert with any of the above, whether acting in their personal, representative, or official capacities. Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. “Contract Documents” mean the following documents, which this Contract includes and incorporates: Exhibits (Applicable if Checked) 1.8.1. ☒ Exhibit I: Contractor Insurance Requirements 1.8.2. ☒ Exhibit II: Scope of Contractor’s Services & Parties Responsibilities 1.8.3. ☒ Exhibit III: Description and Depiction of Facility 1.8.4. ☒ Exhibit IV: Description of County Personal Property 1.8.5. ☒ Exhibit V: Servicemark 1.9. “County” means the County of Oakland, a Municipal and Constitutional Corporation, its departments, divisions, authorities, boards, committees, and “County Agents” as defined below. 1.10. “County Agent” means any elected and appointed officials; directors; board members; council members; commissioners; employees; and volunteers of the County; whether acting in their personal, representative, or official capacities. “County Agent” shall also include any person who was a “County Agent” anytime during the term of this Contract but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.11. “County Data” means information or data collected, used, processed, stored, or generated in any format, by or on behalf of the County, in connection with the Deliverables, which shall include, but not be limited to: (a) personal health information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA) and Exhibit II, (b) personally identifiable information (PII) as defined in Exhibit III, and (c) Criminal Justice Information defined in Exhibit IV if the Exhibit(s) are incorporated into the Contract. County Data includes Confidential Information as defined in this Contract. 1.12. “County Network” means County owned, leased, or licensed equipment, hardware, and software that is interconnected via fiber optic, wireless, or other communication mediums for the purposes of County hosting, processing, using, sharing, and/or transporting data, video, voice, or any other form of information. 1.13. “Day” means any calendar day, which shall begin at 12:00:00 a.m. and end at 11:59:59 p.m. 1.14. “Deliverables” means goods and/or services provided under this Contract, whether tangible or intangible, and may be more specifically described in the Exhibits. 1.15. “Effective Date” means midnight on the date listed on the first page of this Contract. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 4 DRAFT 09-17-24REV June 1.16. “Expiration Date” means 11:59.59 p.m. on the date listed on the first page of this Contract. 1.17. “E-Verify ” means an Internet based system operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) that allows participating employers to electronically verify the employment eligibility of their newly hired employees. Information and the registration process are found at the E-Verify website: https://e-verify.uscis.gov/enroll. 1.18. “Event” means a function, gathering, meeting, party, wedding, or other assembly of persons or entities at or around the Facility. 1.19. “Facility” means the following real property, personal property, buildings, and the parking lots for the buildings, which are used by Contractor or Contractor Employees in the performance of this Contract and are further described in and depicted in Exhibit III: Addison Oaks Conference Center. 1.20. “Fiscal Year” means the three hundred and sixty-five (365) day period beginning on October 1 and ending the following year on September 30; except for the first year of this Contract when the fiscal year shall begin on January 1, 2026 and end on September 30, 2026. 1.21. “Gross Revenue/Receipts” means the total dollar aggregate of the selling price plus all other fees for any Services provided by Contractor at the Facility or elsewhere, including deposits from all events including those that cancel (as long as the food and beverages were prepared at the Facility), excluding only taxes and gratuity (which is voluntarily paid by customers to Contractor), whether made by cash, check, credit card, credit account, exchange, coupon redemption or other value. 1.22. “Intellectual Property” means any developments, improvements, designs, innovations, and materials that may be the subject of a trademark/servicemark, copyright, patent, trade secret, which includes, but is not limited to, ideas, concepts, inventions, and processes related to the development and operation of computer software and systems. 1.23. “Iran-Linked Business” is defined in the Michigan Compiled Laws (MCL), specifically MCL 129.312, being Section 2 of Public Act 517 of 2012. 1.24. “Not to Exceed Amount” means the dollar amount listed on the first page of this Contract, unless amended. The “Not to Exceed Amount” is not the County’s financial obligation under this Contract, but the maximum amount that can be paid to Contractor during the term of this Contract. 1.25. “Oakland County Parks and Recreation Commission” or “OCPRC” means the county parks and recreation commission created by the county board of commissioners pursuant to Public Act 261 of 1965. 1.26. “Property” means the real property and personal property owned by the County which is listed, described, and depicted in Exhibit III and IV. 1.27. “Purchasing” means the Purchasing Division of Oakland County. 1.28. “Service(s)” means all food and beverage (alcoholic and non-alcoholic) products and services and all other products or services provided by Contractor or Contractor Employees at the Facility or elsewhere when the food and beverages are prepared at the Facility. Services shall include, but not be limited to, OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 5 DRAFT 09-17-24REV June the purchase, preparation, transportation, and service of food and beverages (alcoholic and non- alcoholic) by the Contractor or Contractor Employees; clean-up after Events; rental of linens, tableware, glassware, paper ware, decorations, tables, chairs, special equipment and inflatables provided by or through the Contractor or Contractor Employees; valet services provided by or through the Contractor or Contractor Employees; coat-check services provided by or through the Contractor or Contractor Employees; and operation of mobile food and beverage carts or stands by the Contractor or Contractor Employees. §2. CONTRACT TERM AND RENEWAL 2.1. Contract Term. This Contract shall begin on the Effective Date and shall end on the Expiration Date. 2.2. Contract Renewal. The Parties are under no obligation to renew or extend this Contract after the Expiration Date. There shall be no further renewals or extensions of this Contract beyond Expiration Date set forth herein. At the expiration of the Contract, the Contract shall be bid through Purchasing, according to its policies and procedures in effect at that time. 2.3. Legal Effect. This Contract shall be effective and binding when all of the following occur: (a) this Contract is signed by a Contractor Employee, legally authorized to bind Contractor; (b) this Contract is signed by an authorized County Agent; (c) all Contractor certificates of insurance, required by this Contract, are submitted and accepted by Purchasing; and (d) any other conditions precedent to this Contract have been met. §3. CONTRACT ADMINISTRATION AND AMENDMENTS 3.1. Contract Issuance. Purchasing shall issue this Contract. Purchasing is the sole point of contact in the County regarding all procurement and contractual matters relating to this Contract. Purchasing is the only County office/department authorized to make any Amendments to this. 3.2. Project Managers. Each Party may designate an employee or agent to act as a Project Manager. If Project Managers are selected, they shall be listed, along with their duties, in Exhibit II. Unless otherwise stated in Exhibit II, the County’s Project Manager has no authority to amend this Contract. 3.3. Contract Administrators. The County shall designate an employee or agent to act as Contract Administrator(s). Contractor may designate its employee or agent to act as Contract Administrator(s). The Contract Administrators shall be listed on the first page of this Contract. The County’s Contract Administrator(s) shall be responsible for monitoring and coordinating day-to-day activities under this Contract, reviewing Deliverables and invoices, and submitting requests for Amendments to Purchasing. The County’s Contract Administrator(s) have no authority to amend this Contract. 3.4. Contract Amendments. All Amendments to this Contract must be in writing. This Contract shall not be amended by any packing slip, purchase order, invoice, click-through license agreement, or Contractor policies or agreements published on Contractor’s website or otherwise. Amendments to this Contract shall be issued only by Purchasing. The Amendment shall be effective when signed by an authorized Contractor Employee and an authorized County Agent. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 6 DRAFT 09-17-24REV June 3.5. Unauthorized Changes. Contract changes shall not be effective until an Amendment containing the change is executed according to the procedures described in this Contract. If the Contractor is directed to perform work that Contractor believes is a change in the Contract/Deliverables, then Contractor must notify Purchasing that it believes the requested work is a change to the Contract before performing the requested work. If Contractor fails to notify Purchasing before beginning the requested work, then Contractor waives any claims for additional compensation for performing the requested work. If Contractor begins work that is outside the scope of this Contract or begins work before an Amendment is executed and then stops performing that work, Contractor must, at the request of the County, undo any out-of-scope work that the County believes would adversely affect the County. 3.6. Precedence of Contract Documents. In the event of a conflict, the terms and conditions contained in Sections 1 through 13 of this Contract shall prevail and take precedence over any allegedly conflicting provisions in all Contract Documents, Exhibits, purchase orders, and other documents expressly incorporated herein. Terms and conditions contained in Contractor invoices, packing slips, receipts, acknowledgments, click-through licenses, and similar documents shall not change the terms and conditions of this Contract. §4. CONTRACT TERMINATION 4.1. County Termination. The County may terminate and/or cancel this Contract (or any part thereof) at any time upon three hundred and sixty-five days (365) days written notice to the Contractor, if Contractor defaults in any obligation contained herein and within the three hundred and sixty-five days (365) notice period Contractor failed or did not attempt to cure such default. Cancellation or continuation of the Contract once a default occurs requires approval from the Board of Commissioners. The effective date for termination or cancellation shall be clearly stated in the written notice. Contractor’s failure to obtain/receive four (4) million dollars in Gross Receipts/Revenues from the Facility at the end of each Fiscal Year of this Contract, commencing with the 2021 Fiscal Year, shall be considered a default under this Contract. 4.2. Contractor Termination. Contractor may terminate and/or cancel this Contract (or any part thereof) at any time upon three hundred and sixty-five days (365) days written notice to the County, if the County defaults in any obligation contained herein and within the three hundred and sixty-five days (365) notice period the County failed or did not attempt to cure such default. The effective date of termination and/or cancellation and the specific alleged default shall be clearly stated in the written notice. 4.3. Obligations Upon Termination. 4.3.1. In the event of termination and/or cancellation by either Party for any reason, Contractor shall pay the County all fees as set forth herein until the effective date of termination. 4.3.1.4.3.2. In the event, this Contract is terminated before the expiration date, Contractor shall cancel the scheduled Events at the Facility and Contractor shall refund the deposits for the Events at the Facility. The Parties acknowledge that this provision has been inserted into the Contract at Contractor’s request. The County shall have no liability related to the cancellation of the scheduled Events, as required by this Section. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 7 DRAFT 09-17-24REV June 4.3.2.4.3.3. Upon termination and/or cancellation of this Contract, Contractor's use of County Property shall cease as of the effective date of termination, this shall include at the sole option of the County, cancellation of all Events Contractor scheduled at the Facility after the effective date of termination. 4.3.3.4.3.4. Under no circumstances shall the County be liable for any future loss of income, profits, any consequential damages or any loss of business opportunities, revenues, or any other economic benefit Contractor may have realized but for the termination and/or cancellation of this Contract. The County shall not be obligated to pay Contractor any cancellation or termination fee if this Contract is cancelled or terminated as provided herein. §5. SCOPE OF SERVICES AND FINANCIAL/PAYMENT OBLIGATIONS 5.1. Performance of Services. Contractor shall perform all Services identified and described in this Contract and the Exhibits. Contractor and the County, through OCPRC, shall perform all responsibilities as listed and described in this Contract and Exhibits. 5.2. Equipment and Supplies. Contractor is responsible for providing the equipment and supplies to deliver the Services required by this Contract, which are not expressly required to be provided by the County herein. 5.3. Financial Obligations. 5.3.1. Equipment Fee. For the use of County-owned equipment, Contractor shall pay the County an annual [INSERT CORRECT AMOUNT] fee that shall be paid as set forth in this Section (hereinafter “Equipment Fee”); except that for the first Fiscal Year (January 1, 2026 to September 30, 2026), the Equipment Fee shall be $13,439.00 from January 1, 2026 to December 31, 2026 and $13,842.00 from January 1, 2027 to December 31, 2027. [INSERT CORRECT AMOUNT]. 5.3.2. Flat Fee. For the use of the Facility, Contractor shall pay the County an annual [INSERT CORRECT AMOUNT] fee that shall be paid as set forth in this Section (hereinafter “Flat Fee”); except for the first Fiscal Year (January 1, 2026 to September 30, 2026), the Flat Fee shall be $77,275 in 2026 and $79,593 in 2027.[INSERT CORRECT AMOUNT]. 5.3.3. Food and Beverage Fee. Contractor shall pay the County the following percentages of the Gross Receipts/Revenue per eachfor the Facility per Fiscal Year as a “Food and Beverage Fee”: 5% for Gross Receipts from $1,500,000.01 to $1,750,000.00; 6% for Gross Receipts from $1,750,000.01 to $2,000,000.00; and 7% for Gross Receipts over $2,000,000.00. 5.3.4. Due Date. The Equipment Fee, Flat Fee and Food and Beverage Fee are due and payable on October 3120 each year for the previous Fiscal Year’s Equipment Fee, Flat Fee, and Food and Beverage Fee. 5.3.5. Annual Increases. On October 1 of each year, the Equipment Fee and Flat Fee shall be increased by three percent (3%) of the previous years’ fees. 5.3.6. Utilities. The utilities for the Facility shall be paid by Contractor pursuant to Exhibit II.The utilities, which Contractor is required to pay under in this Contract, shall be invoiced to Contractor on a quarterly basis. Contactor shall pay the utility invoice within thirty (30) days of receipt of the invoice. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 8 DRAFT 09-17-24REV June 5.3.7. Payment. All costs and fees due to the County herein shall be payable to the “County of Oakland” and sent to: Oakland County Parks and Recreation, Attention: Director, 2800 Watkins Lake Road, Waterford MI 48328. 5.3.8. Late Charge. If the County does not receive the fees, utilities, or any other sum owed by Contractor under this Contract within thirtyfive (305) days of its due date, Contractor shall pay the County a late charge equal to ten percent (10%) of any such overdue amount. Such late charge represents a fair and reasonable estimate of the costs the County will incur by reason of late payment by the County. Acceptance of such late charge by the County shall in no event constitute a waiver of Contractor's default with respect to such overdue amount, nor prevent the County from exercising any of its other rights and remedies. 5.3.9. Under no circumstances shall the County be responsible for any cost, fee, fine, penalty, or direct, indirect, special, incidental or consequential damages incurred or suffered by Contractor in connection with or resulting from the Contractor's providing any Services under this Contract. 5.3.10. Off-Set. The County has the right to offset any amounts due and owing to the Contractor should the County incur any cost associated with this Contract that is the obligation of Contractor under this Contract. 5.3.11. In-Kind Services. This Contract does not authorize any in-kind services by either Party, unless expressly provided herein. §6. USE OF COUNTY FACILIITY AND PROPERTY 6.1. Contractor may use and have full access to the Facility described and depicted in Exhibit III, provided, however, Contractor shall in no way be involved in the operation and maintenance of the golf courses at the Facility. Contractor's use and access to the golf courses at the Facility applies only to the sale and service of alcoholic beverages and the operation of mobile food and beverage carts or stands. 6.2. Contractor may use the County's personal property, which may or may not be affixed to the Facility, that is listed in Exhibit IV. All personal property listed in Exhibit IV (whether it is affixed or not affixed to the Facility) is deemed to be the personal property of the County. 6.3. Contractor shall only use the Facility and the personal property listed in Exhibit III and IV for the purpose of providing Services at the Facility or for preparing food and beverages to be served elsewhere. 6.4. The County may access the Facility at any time for the purpose of examining and inspecting the Facility and evaluating the Services provided pursuant to this Contract. If the County determines that the Facility are not maintained pursuant to this Contract or Services are not provided pursuant to this Contract, it shall immediately notify Contractor in writing to correct the unsatisfactory conditions or Services. Contractor shall take immediate steps to correct such conditions or Services. 6.5. Contractor shall not place any signs or advertisements on the Facility without the prior written consent of the OCPRC Executive Officer or his or her designee. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 9 DRAFT 09-17-24REV June 6.6. Contractor shall keep the Facility and anything stored thereon in good order and repair and in a clean, safe, and healthful condition as required by this Contract and as required by federal, state or local, law, rule, regulation or ordinance. 6.7.6.6. Except as otherwise provided in this Contract, Contractor shall not make any structural alterations, additions, or changes to the Facility, unless prior written approval is given by OCPRC Executive Officer or his/her designee. 6.8.6.7. At the expiration or termination of this Contract, Contractor shall leave the Facility in the same condition that Contractor found them, less ordinary wear and tear, and clean of all rubbish. Contractor shall remove all of its personal property within thirty (30) days of expiration or termination of this Contract. If Contractor does not remove its personal property within the thirty (30) day period, the County shall dispose of it as it sees fit. Upon receipt of an invoice from the County, Contractor shall reimburse the County for all costs associated with the removal and disposal of Contractor’s personal property. 6.9.6.8. Damage/Destruction of Facility or County Property. 6.9.1.6.8.1. If any damage or destruction occurs to the Facility or other County-owned property, Contractor shall notify the County immediately 6.9.2.6.8.2. Contractor shall be responsible for any damage or destruction to the Facility or other County- owned property, which arise out of the acts or omissions of Contractor or Contractor Employees. 6.9.3.6.8.3. The County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements to the Facility or other County-owned property, provided, however, that Contractor shall reimburse the County for all costs associated with repairing and/or replacing the Facility or other County owned property (which costs arise out of the acts or omissions of Contractor or Contractor Employees). Contractor shall pay such costs within fourteen (14) days of receiving an itemized invoice from the County; unless the County makes a claim for such damage or destruction under its property insurance and it is covered and paid for by the County’s property insurance, in which case Contractor shall reimburse the County for any deductible the County must pay in connection with the damage or destruction. 6.9.4.6.8.4. In the event, any Facility is partially damaged or destroyed by fire or other casualty, the damage to such Facility shall be promptly repaired or rebuilt by the County and this Contract shall continue, except that if any Facility is damaged or destroyed by fire or other casualty to such a degree that it would prevent the Contractor from providing the Services as required by this Contract (in the County’s reasonable discretion), then the County may elect to either repair or rebuild such Facility or to terminate the portion of this Contract as it relates to the particular Facility damaged or destroyed, by giving written notice to Contractor within thirty (30) days after the occurrence of such damage or destruction. Contractor will have thirty (30) days from the date of the notice to vacate such Facility. 6.9.5.6.8.5. While a Facility is being repaired or rebuilt, the Equipment Fee, the Flat Fee, and the Food and Beverage Fee owed by Contractor shall be reduced in proportion to the fraction of the Facility rendered unusable. If any one Facility is damaged or destroyed to such a degree that it would prevent Contractor from providing Services as required by this Contract (in the County’s reasonable discretion), then OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 10 DRAFT 09-17-24REV June Contractor may elect to remain at the Facility or to vacate the Facility, without further liability to the County. 6.10.6.9. Damage to Contractor Property. Contractor shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Contractor’s personal property located, kept, or stored on or around the Facility during this Contract. 6.11.6.10. Liability for Claims. Contractor shall be solely liable and responsible for any Claims, occurring at or around the Facility, which arise out of Contractor’s or Contractor’s Employees use of the Facility or performance of Services under this Contract. 6.12.6.11. Contractor acknowledges that it has no title in or to the Facility or any portion thereof and will not claim any such title to the Facility. 6.13.6.12. Eminent Domain. If the Facility is entirely taken by any public authority under the power of eminent domain, then this Contract shall be terminated on the day the public authority takes possession of such Facility(ies). If less than the whole, but more than thirty-five percent (35%) of a Facility is taken by any public authority under the power of eminent domain, then either Party may terminate this Contract, as it relates to the specific Facility only, upon thirty (30) days written notice to the other Party. In the event neither Party elects to terminate this Contract, this Contract shall terminate on the date the public authority takes possession of a specific Facility. Neither Party shall have any future liability or obligation under this Contract, if it is terminated under this Section. 6.14.6.13. Alcoholic Beverages. 6.14.1.6.13.1. Alcoholic beverages may be sold, provided and served only by Contractor and Contractor Employees at the Facility as part of the Services provided under this Contract. 6.14.2.6.13.2. The liquor licenses from the State of Michigan for the Facility shall be held by the County and Contractor as co-licensees. 6.14.3.6.13.3. The County shall be responsible for obtaining and maintaining the liquor licenses for the Facility, including paying all costs and fees associated with obtaining and maintaining the liquor licenses and hiring and paying for the attorneys to assist with licensing from the State of Michigan. 6.14.4.6.13.4. Contractor and Contractor Employees shall be responsible for operating the Facility in strict accordance with the Michigan Liquor Control Code, as amended and all rules and regulations promulgated thereunder ("the Code"). 6.14.5.6.13.5. The County and Contractor expressly acknowledge and confirm their joint responsibilities pursuant to the provisions of the Code for any and all violations under the Code at the Facility, which may arise through acts or omissions of the County or Contractor or Contractor Employees. 6.14.6.6.13.6. Except as stated herein, Contractor or Contractor Employees shall have no right or interest in the liquor licenses for the Facility. 6.14.7.6.13.7. Upon termination and/or cancellation of this Contract, or termination and/or cancellation of a portion of this Contract effecting a liquor license, all rights of the Contractor as co-licensee for the Facility or a Facility shall terminate automatically, subject only to the approval of the Michigan Liquor OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 11 DRAFT 09-17-24REV June Control Commission. Contractor and Contractor Employees agree to cooperate in all matters necessary to cause a transfer of its interest to the County, including the execution of all documents and forms required by the Michigan Liquor Control Commission. 6.14.8.6.13.8. Only Contractor and Contractor Employees may serve alcoholic beverages at the Facility. All persons serving alcoholic beverages must be trained and certified as required by the Code. §7. CONTRACTOR’S WARRANTIES AND ASSURANCES 7.1. Full Knowledge of Contract Expectations. Contractor warrants that before entering into this Contract, it had a full opportunity to review all County requirements and/or expectations for this Contract. Contractor is responsible for being adequately and properly prepared to execute this Contract. Contractor has satisfied itself in all material respects that it will be able to perform the Contract as specified herein. 7.2. Complete and Accurate Representations. Contractor certifies that all statements, assurances, records, and materials submitted to the County in connection with seeking and obtaining this Contract have been truthful, complete, and accurate. 7.3. Contractor Incidental Expenses. Except as otherwise expressly provided in this Contract, Contractor shall be solely responsible and liable for all costs and expenses associated or needed to perform this Contract, including, but not limited to, any professional dues, association fees, license fees, fines, taxes, and penalties. 7.4. Contractor Employees. 7.4.1. Number and Qualifications of Contractor Employees. Contractor shall employ and assign qualified Contractor Employees as necessary and appropriate to perform this Contract. Contractor shall ensure all Contractor Employees have the knowledge, skill, and qualifications to perform this Contract and possess any necessary licenses, permits, certificates, and governmental authorizations as may be required by law. 7.4.2. Control and Supervision of Contractor Employees. Contractor shall solely control, direct, and supervise all Contractor Employees with respect to all Contractor obligations under this Contract. Contractor will be solely responsible for and fully liable for the conduct and supervision of any Contractor Employees. 7.4.3. Removal or Reassignment of Personnel at the County’s Request. Contractor shall remove a Contractor Employee performing work under this Contract at the County’s request provided that the County’s request is based on legitimate, good-faith reasons. Replacement personnel for the removed person must be fully qualified for the position. If the removal of a Contractor Employee results in an unanticipated delay, which is attributable to the County, then this delay shall not be considered a breach of the Contract and the terms and conditions of this Contract effected by the removal will be adjusted accordingly. 7.4.4. Contractor Employee Identification. If requested by the County, Contractor Employees shall wear and display a County-provided identification badge at all times while working on County premises. In order to receive a County identification badge, a Contractor Employee shall sign the “Acknowledgement of OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 12 DRAFT 09-17-24REV June Independent Contractor Status” form, Exhibit VIII to this Contract. Contractor shall return all County- provided identification(s) upon completion of Contractor’s obligations under this Contract. 7.4.5.7.4.4. Background Checks. At the County’s request, Contractor Employees performing work under this Contract shall be subject to a background check by the County. The scope of the background check is at the discretion of the County and the results will be used to determine Contractor Employee’s eligibility to perform work under this Contract. Any request for background checks will be initiated by the County and will be reasonably related to the type of work requested. Contractor and Contractor Employees shall provide all information or documents necessary to perform the background check. 7.4.6.7.4.5. Contractor Employee Expenses. All Contractor Employees shall be employed at the Contractor’s sole expense (including employment-related taxes and insurance). Contractor warrants that all Contractor Employees shall fully comply with and adhere to the terms of this Contract. Contractor shall be solely liable for all applicable Contractor Employees’ federal, state, or local payment withholdings or contributions and/or all Contractor Employee related pension or welfare benefits plan contributions under federal or state law. Contractor shall indemnify, defend, and hold the County harmless for all Claims against the County by any Contractor Employee, arising out of any contract for hire or employer- employee relationship between Contractor and any Contractor Employee including, but not limited to, Worker’s Compensation, disability pay, or other insurance of any kind. 7.4.7.7.4.6. Contractor’s Compliance with the Patient Protection and Affordable Care Act. If Contractor is subject to the Patient Protection and Affordable Care Act (“ACA”), PL 111-148, 124 Stat 119, then Contractor shall ensure that all Contractor Employees, under assignment to the County, and their dependents, as defined by the ACA, are provided with or have access to insurance as required by the ACA. If Contractor is subject to the ACA, Contractor warrants it offers group health coverage to Contractor Employees and their dependents that is affordable, that provides minimum essential coverage and value, and that each offer of coverage meets the timing requirements of the ACA. Contractor warrants, whether or not it is subject to the ACA, that it will pay all applicable fees, taxes, or fines, as set forth in the employer mandates of the ACA under Tax Code §4980H and related regulations for any Contractor Employee, whether the fee, tax, or fine is assessed against the Contractor or the County. 7.5. Acknowledgment of Independent Contractor Status. 7.5.1. Independent Contractor. Nothing in this Contract is intended to establish an employer-employee relationship between the County and Contractor or any Contractor Employee. In no event, shall Contractor Employees be deemed employees, agents, volunteers, or subcontractors of the County. Contractor shall ensure that Contractor Employees are apprised of their status and the limitations independent contractors have of this status. 7.5.2. Contractor/Contractor Employee Representations. Contractor and/or Contractor Employees shall not represent themselves as County employees. Contractor shall ensure that Contractor Employees do not represent themselves as County employees. 7.5.3. County Benefits and Plans. Contractor and Contractor Employees shall not be entitled to participate in any County employee benefit plans and programs, including but not limited to, retirement, deferred OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 13 DRAFT 09-17-24REV June compensation, insurance (including without limitation, health, disability, dental, and life), and vacation pay. This limitation includes access to benefit plans and programs that are not described by a written plan. However, Contractor Employees who are retired County Employees may receive vested post- employment benefits such as retiree health care and pension benefits from Oakland County. 7.5.4. County Reliance. The County entered into this Contract in reliance of the representations made by Contractor regarding its understanding of the role of independent contractors, its stated relationship to Contractor Employees, and other representations Contractor has made regarding the management and performance oversight of Contractor Employees. 7.6. Permits and Licenses. Contractor shall be responsible for obtaining and maintaining, throughout the term of this Contract, all licenses, permits, certificates, governmental authorizations, and business/professional licenses necessary to perform this Contract. Upon request by the County, Contractor shall furnish copies of any permit, license, certificate, or governmental authorization necessary to perform this Contract. 7.7. E-Verify. In accordance with Miscellaneous Resolution No.09116 (BOC Minutes, July 30, 2009, pp 37-38), unless otherwise exempted, all service contractors who wish to contract with the County to provide services must first certify they have registered with, will participate in, and continue to utilize, once registered, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. Breach of this term or condition is considered a material breach of this Contract. Contractor’s execution of this Contract constitutes a certification that they are authorized to certify on behalf of Contractor and do hereby certify on behalf of Contractor that the Contractor has registered with, has and will participate in, and does and will continue to utilize once registered and throughout the term of this Contract and any permissible extension hereof, the E-Verify Program (or any successor program implemented by the federal government or its departments or agencies) to verify the work authorization status of all newly hired employees employed by the Contractor. 7.8. Iran-Linked Business Certification. Contractor certifies that it is not an Iran-Linked Business. Contractor must promptly notify the County, if Contractor becomes an Iran-Linked Business at any time during this Contract. 7.9. Ta xes. 7.9.1. Contractor Taxes. Contractor shall collect and pay its local, state, and federal taxes, including but not limited to, all employment taxes, sales taxes, personal property taxes, and real property taxes. The County shall not be liable to or required to reimburse Contractor for any local, state, or federal tax of any kind. 7.9.2. County Tax-Exempt. The County is exempt from state and local sales tax, personal property tax, and real property tax. Prices under this Contract shall not include taxes, unless the County is not tax-exempt for a specific Deliverable. Exemption certificates for sales tax will be furnished upon request. 7.10. Warranty for Services. Contractor warrants that all Deliverables that are services shall be performed in compliance with all applicable laws, statutes, regulations, ordinances, requirements and specifications in OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 14 DRAFT 09-17-24REV June the Exhibits, industry best practices and care, professional standards, and in a diligent, workmanlike, and expeditious manner. Contractor acknowledges and agrees that time is of the essence for all Deliverables that are services. 7.11. ADA and Section 508 Compliance. If Contractor is providing a Deliverable that requires County Agents or the public to use a software application or to access a website, Contractor warrants that end users can utilize the software or access the website in accordance with the accessibility requirements of the ADA and the Rehabilitation Act of 1973. Contractor’s Deliverable will conform, where relevant, to level AA of the World Wide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) 2.1. Any additional compliance requirements shall be specified in Exhibit II. §8. LIABILITY 8.1. CONTRACTOR INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, DEFEND, AND HOLD THE COUNTY HARMLESS FROM ALL CLAIMS, INCURRED BY OR ASSERTED AGAINST THE COUNTY BY ANY PERSON OR ENTITY, WHICH ARE ALLEGED TO HAVE BEEN CAUSED DIRECTLY OR INDIRECTLY FROM THE ACTS OR OMISSIONS OF CONTRACTOR OR CONTRACTOR’S EMPLOYEES. THE COUNTY’S RIGHT TO INDEMNIFICATION IS IN EXCESS AND ABOVE ANY INSURANCE RIGHTS/POLICIES REQUIRED BY THIS CONTRACT. DURING THE TERM OF THIS CONTRACT, IF THE VALIDITY OR COLLECTABILITY OF THE CONTRACTOR'S INSURANCE IS DISPUTED BY THE INSURANCE COMPANY, THE CONTRACTOR SHALL INDEMNIFY THE COUNTY FOR ALL CLAIMS ASSERTED AGAINST THE COUNTY AND IF THE INSURANCE COMPANY PREVAILS, THE CONTRACTOR SHALL INDEMNIFY THE COUNTY FOR UNCOLLECTABLE ACCOUNTS. 8.2. NO INDEMNIFICATION FROM THE COUNTY. CONTRACTOR SHALL HAVE NO RIGHTS OR CLAIMS AGAINST THE COUNTY FOR INDEMNIFICATION, CONTRIBUTION, SUBROGATION, OR ANY OTHER SIMILAR RIGHT TO BE REIMBURSED BY THE COUNTY. 8.3. CONTRACTOR WAIVES AND RELEASES ALL ACTIONS, LIABILITIES, LOSS AND DAMAGE INCLUDING ANY SUBROGATED RIGHTS IT MAY HAVE AGAINST THE COUNTY BASED UPON ANY CLAIM BROUGHT AGAINST THE COUNTY SUFFERED BY A CONTRACTOR EMPLOYEE. 8.4. COUNTY LIMITATION OF LIABILITY. 8.4.1. COUNTY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, RELIANCE, REMOTE, SPECULATIVE, PUNITIVE, EXEMPLARY, LIQUIDATED, TREBLE, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, OPPORTUNITY, USE, REVENUE, DATA, OR GOODWILL, WHETHER BASED IN WHOLE OR IN PART IN CONTRACT, TORT, EQUITY, STRICT LIABILITY, UNDER STATUTE, OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CONTEMPLATED AND EVEN IF COUNTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. §9. INSURANCE REQUIREMENTS 9.1. Contractor Provided Insurance. At all times during this Contract, Contractor shall obtain and maintain insurance according to the requirements listed in Exhibit I. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 15 DRAFT 09-17-24REV June §10. INTELLECTUAL PROPERTY 10.1. Contractor License to Use County Servicemarks. Contractor is granted a license to use the servicemarks subject to the terms listed in Exhibit V. Contractor shall only use the servicemarks as directed by the County in Exhibit V. §11. CONFIDENTIAL INFORMATION 11.1. Contractor Use of Confidential Information. Contractor and Contractor Employees shall use appropriate safeguards to protect the confidentiality and integrity of Confidential Information. Contractor shall not reproduce, provide, disclose, or give access to Confidential Information to any Contractor Employee or third party not having a legitimate need to know. Contractor and Contractor Employees shall only use the Confidential Information for performance of this Contract. Notwithstanding the foregoing, Contractor may disclose the Confidential Information, if required by law, statute, or other legal process; provided that Contractor: (a) gives the County prompt written notice of the impending disclosure; (b) provides reasonable assistance to the County in opposing or limiting the disclosure; and (c) makes only such disclosure as is compelled or required. This Contract imposes no obligation upon Contractor with respect to any Confidential Information which Contractor can establish by legally sufficient evidence: (a) was in possession of or was known by Contractor, prior to its receipt from the County, without any obligation to maintain its confidentiality; or (b) is obtained by Contractor from a third-party having the right to disclose it, without an obligation to keep such information confidential. 11.2. County Confidentiality Obligations. County has no obligation to Contractor to keep confidential any information or records that are required to be disclosed by County under the Michigan Freedom of Information Act, 1976 PA 442, as amended (the “FOIA”) nor shall County be obligated to inform or provide notice to Contractor regarding the disclosure of information or records that are required to be disclosed under the FOIA. Furthermore, County may disclose Confidential Information to third parties if required by law, statute, subpoena, court order, or other legal process. §12. C OUNTY DATA . If Contractor uses or possesses County Data in the performance of this Contract, then the following provisions contained in this section apply: 12.1. Use of County Data. Contractor and Contractor Employees shall have a limited license to County Data, including a license to collect, process, store, generate, and display County Data but only to the extent necessary to provide services under this Contract. Contractor and Contractor Employees may not use, sell, rent, share, transfer, distribute, or otherwise disclose or make available County Data to any third-party, for Contractor’s own purposes, or for the benefit of anyone other than the County, without the County’s prior written consent, unless otherwise provided for within an Exhibit to this Contract. 12.2. Unauthorized Access/Disclosure or Theft of County Data. Contractor shall notify the County ’s Chief Information Officer as soon as practicable but no later than forty-eight (48) hours of “Discovery ” of suspected unauthorized access, acquisition, disclosure, or theft of County Data (a “Security Breach”). “Discovery” means the first day on which the Security Breach is known to Contractor. Upon Discovery of a Security Breach, Contractor shall do the following: (a) take reasonable measures to promptly cure the deficiencies relating to the Security Breach in order to secure County Data; (b) cooperate with the County in investigating the occurrence, including making available all relevant records, logs, files, and data OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 16 DRAFT 09-17-24REV June reporting materials required upon request by the County; and (c) comply with all applicable federal or state laws and regulations pertaining to unauthorized disclosures or as otherwise directed by the County. If Contractor uses or possesses County Data described in Exhibit II (HIPAA), Exhibit III (PII), or Exhibit IV (CJIS), Contractor shall follow the procedures in the applicable Exhibits governing the unauthorized access/disclosure or theft of County Data. 12.3. Storage of County Data. Contractor shall only possess, access, store, host, and/or process County Data at and from data centers located within the United States of America (the “U.S.”). Contractor shall not permit Contractor Employees to possess, access, store, host, and/or process County Data on portable devices, including, but not limited to, personal computers, tablets, laptops, and phones, except for portable devices that encrypt County Data at rest, have up-to-date firewall and antivirus protection, require multi-factor authentication to access, and are used and kept within the U.S. Contractor may permit its Contractor Employees to access County Data remotely within the U.S. but only as required to provide the Deliverables. 12.4. Requirements for PCI Data. If Contractor possesses, accesses, stores, hosts, processes, or transmits County Data that is considered Payment Card Industry (PCI) Data by the PCI Security Standards Council, Contractor shall comply with PCI Data Security Standard (DSS) and shall provide the County with a copy of its PCI DSS Attestation of Compliance and its Certificate of Compliance with PCI Data Security Standard on or before the Effective Date. Contractor warrants that it will keep its Certification of Compliance with PCI Data Security Standard current and will provide evidence that the Certification of Compliance is current to County upon request. 12.5. Response to Legal Request for County Data. If the County receives a Court Order, a Freedom of Information Act (FOIA) request, or other legal request to provide County Data held by Contractor, then Contractor shall provide County Data to the County, in a format directed by the County, within the time frame required by law. 12.6. Obligations upon Expiration, Termination or Cancellation of Contract. At the County’s sole discretion, upon expiration, termination, or cancellation of this Contract, Contractor shall return County Data in a mutually agreeable format in a prompt and orderly manner or provide for the secure disposal of County Data as directed by County. §13. GENERAL TERMS AND CONDITIONS 13.1. County’s Right to Suspend Contract Performance. Upon written notice, the County may require Contractor to suspend performance of this Contract if Contractor has failed to comply with any federal, state, or local laws or any requirements contained in this Contract. The right to suspend performance of this Contract is in addition to the County’s right to terminate and/or cancel this Contract. The County shall incur no penalty, expense, or liability to Contractor if the County suspends performance of this Contract under this Section. 13.2. Discrimination. Contractor, and its subcontractors under this Contract, shall not discriminate against an employee or an applicant for employment in hiring, any terms and conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 17 DRAFT 09-17-24REV June status, marital status or any other reason, that is unrelated to the person's ability to perform the duties of a particular job or position, in accordance with applicable federal and state laws. 13.3. Conflict of Interest. Pursuant to Public Act 317 and 318 of 1968, as amended (MCL 15.301, et seq. and MCL 15.321, et seq.), no contracts shall be entered into between the County and any County Agent. To avoid any real or perceived conflict of interest, Contractor shall disclose to the County the identity of all Contractor Employees and all Family Members of Contractor Employees who: a) are employed by the County on the date the Contract is executed; and b) become employed by the County during the term of the Contract. Contractor shall also disclose to the County the identity of all County Agents and all Family Members of County Agents who: a) are employed by Contractor on the date the Contract is executed; and b) become employed by Contractor during the term of the Contract. For the purposes of this section, “Family Member” means a person's spouse or spouse's sibling or child; a person's sibling or sibling's spouse or child; a person's child or child's spouse; or a person's parent or parent's spouse, and includes these relationships as created by adoption, marriage, or law. 13.4. Access and Records. The Contractor shall keep full and accurate books of accounts, cash receipts, and other pertinent data customarily used in Contractor's type of operation, showing Contractor's activities under this Contract. The Contractor shall only utilize those record keeping devices, including without limitation, cash registers, tapes, books, ledgers, journals, sale slips, guest checks, invoices, and cash register maintenance logs which are acceptable to the County and by which every sale or other transaction related to catering services are recorded. Contractor will maintain accurate books and records in connection with the services provided under this Contract for thirty-six (36) months after end of this Contract, and provide the County with reasonable access to such book and records.Contractor will maintain accurate books and records in connection with performance of this Contract for thirty-six (36) months after the end of this Contract and Contractor shall provide the County with reasonable access to such books and records, upon request. 13.5. Audit. Contractor shall allow the County or an independent auditor hired by the County, to perform contract compliance audits with the authority to access all pertinent records reasonably required to verify Gross Revenue/ Receipts and interview any Contractor Employee throughout the term of this Contract, and for a period of three years after final payment. Contractor shall explain any audit finding, questionable costs, or other Contract compliance deficiencies to the County within thirty (30) business days of receiving the draft audit report. Contractor's written response shall include all necessary documents and information that refute the draft audit report, and an action plan to resolve the audit findings. A copy of the Contractor's response will be included in the final report. Failure by the Contractor to respond in writing within 30 business days shall be deemed acceptance of the draft audit report, and will be noted in the final report.The County or an independent auditor hired by the County may perform contract audits (in its sole discretion) and shall have the authority to access all pertinent records and data and to interview any Contractor Employee during the term of this Contract and for a period of three years after final payment. Contractor shall explain any audit findings, questioned costs, or other Contract compliance deficiencies to the County within thirty (30) Business Days of receiving the draft audit report. Contractor’s written response shall include all necessary documents and information that refute the draft audit report and an action plan to resolve the audit findings. A copy of Contractor’s response will be included in the final report. Failure by Contractor to respond in writing within thirty OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 18 DRAFT 09-17-24REV June (30) Business Days shall be deemed acceptance of the draft audit report and will be noted in the final report. 13.6. Assignments/Delegations/Subcontracts. 13.6.1. Prior Written Consent Required. Except by operation of law, neither Party may assign, delegate, or subcontract any of its duties, obligations, or rights under this Contract without the prior written consent of the other Party; provided, however, Contractor may assign, delegate, or subcontract this Contract to an affiliate or subsidiary as long as the affiliate or subsidiary is adequately capitalized and can provide adequate written assurances to the County that the affiliate or subsidiary can perform this Contract. The County may withhold consent, if the County determines that the assignment, delegation, or subcontract would impair performance of this Contract or the County’s ability to recover damages under this Contract. Contractor shall also provide the County with adequate information to allow the County to make a determination regarding the assignment, delegation, or subcontract. 13.6.2. Flow Down Clause Required. Any assignment, delegation, or subcontract by Contractor must include a requirement that the assignee, delegee, or subcontractor will comply with the terms and conditions of this Contract. The assignment, delegation, or subcontract shall in no way diminish or impair performance of any term or condition of this Contract. 13.6.3. Contractor Responsibility for Assigns/Delegates/Subcontractors. If Contractor assigns, delegates, or subcontracts this Contract, in whole or in part, Contractor shall remain the sole point of contact regarding all matters under this Contract and shall remain liable for performance of this Contract. Contractor is solely responsible for the management of assignees, delegees, and subcontractors. 13.6.4. Performance Required. If an assignee, delegee, or subcontractor fails to perform as required under this Contract, Contractor shall contract with another entity for such performance. Any additional costs associated with securing another assignee, delegee, or subcontractor shall be the sole responsibility of Contractor. 13.7. Non-Exclusive Contract. This Contract is a non-exclusive agreement. No provision in this Contract limits or is intended to limit, in any way, Contractor’s right to offer and provide its services to the general public, other business entities, municipalities, or governmental agencies during or after the term of this Contract. Similarly, the County may freely engage other persons to perform the same work that Contractor performs. Except as expressly stated in this Contract, this Contract does not promise or guarantee Contractor or any Contractor Employee any fixed or certain number of orders, purchases, or Deliverables. 13.8.13.7. No Third-Party Beneficiaries. Except as expressly provided for the benefit of the Parties, this Contract does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to be indemnified, right to be subrogated to the Parties’ right in this Contract, or any other right in favor of any other person or entity. 13.8.1.13.7.1. Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Contract (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Section 1. Contract Definitions, Section 5. Scope of Deliverables and Financial/Payment Obligations, Section 6. Contractor’s Warranties and OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 19 DRAFT 09-17-24REV June Assurances, Section 7. Liability, Section 8. Insurance and Bond Requirements, Section 9. Intellectual Property, Section 10. Confidential Information, and Section 12. General Terms and Conditions. 13.9.13.8. Reservation of Rights. This Contract does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty, or immunity of the County. 13.10.13.9. Compliance with Laws. Contractor shall comply with all federal, state, and local laws, statutes, ordinances, regulations, executive orders, insurance policy requirements, and requirements applicable to its activities under this Contract. Contractor shall comply with all applicable laws and regulations related to the import, export, re-export, transfer, shipping, sale, re-sale, and/or use of goods, services, information, data, and equipment involving or related to this Contract. 13.11.13.10. Force Majeure. Notwithstanding any other term or condition of this Contract, neither Party shall be liable for failure to perform contractual duties or obligations caused by events beyond their reasonable control, including but not limited to: (a) acts of public enemies; (b) natural disasters; (c) terrorism; (d) war; (e) insurrection or riot; (f) natural disasters; (g) strikes, lockouts, work stoppages, or other labor difficulties; or (h) compliance with law. Reasonable notice shall be given to the affected Party of such event. Contractor is expected, through insurance or alternative temporary or emergency service arrangements, to continue its contractual duties or obligations if a reasonably anticipated, insurable business risk, such as business interruption or any insurable casualty or loss occurs. 13.12.13.11. Notices. 13.12.1.13.11.1. Written Notice. All notices required under this Contract shall be in writing. Notices shall be 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. 13.12.2.13.11.2. Notice to Contractor. Unless otherwise specified, Notice to Contractor shall be addressed to the Contract Administrator listed on the first page of this Contract. 13.12.3.13.11.3. Notice to County. Unless otherwise specified herein, Notice to the County shall be addressed to Purchasing, the County Project Manager (if applicable), and the County Contract Administrator(s) listed on the first page of this Contract. 13.13.13.12. Captions. Section and subsection numbers, captions, and any index to sections or subsections contained in this Contract are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Contract. In this Contract, for any noun or pronoun, use of the singular or plural form, use of the nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the context requires. 13.14.13.13. Waiver. Waiver of any term or condition under this Contract must be in writing and notice given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 20 DRAFT 09-17-24REV June a continuing waiver of any term or condition of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 13.15.13.14. Cumulative Remedies. A Party’s exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 13.16.13.15. Severability. If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contractor’s promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 13.17.13.16. Dispute Resolution. All disputes arising under or relating to the execution, interpretation, performance, or nonperformance of this Contract involving or affecting the Parties may first be submitted to the respective Project Manager (if applicable) and Contract Administrators for possible resolution. 13.18.13.17. Governing Laws/Consent to Jurisdiction and Venue. This Contract shall be governed, interpreted, and enforced by the laws of the State of Michigan, excluding Michigan’s conflict of law principles. Except as otherwise required by law or court rule, any action, complaint, lawsuit, or other legal or equitable proceeding brought to enforce, interpret, or decide any Claim, matter, provision, dispute, or issue arising under or related to this Contract shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District 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 and shall be in the applicable court set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Contract to enforce such judgment in any appropriate jurisdiction. 13.19.13.18. Entire Contract. This Contract represents the entire agreement and understanding between the Parties. This Contract supersedes all other prior oral or written understandings, communications, agreements, or contracts between the Parties regarding the subject matter of this Contract. The language of this Contract shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 21 DRAFT 09-17-24REV June EXHIBIT I CONTRACTOR INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at Contractor’s expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be written for not less than any minimum coverage herein specified. Limits of insurance required in no way limit the liability of the Contractor. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) 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 for each accident, $500,000 for a disease for each employee, and $500,000 for a disease policy limit. Contractor must comply with the following: 1. ☒ Be a Fully Insured or State approved self-insurer; 2. ☐ Sole Proprietors must submit a signed Sole Proprietor form; or 3. ☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Evidence of workers’ compensation insurance is not necessary if neither Contractor nor any Contractor Employees come onsite to any County real property, land, premises, buildings, or other facilities in the performance of this Contract. 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. This coverage shall be in excess of the scheduled underlying General Liability, Automobile Liability, and Employer’s Liability Insurance policies with exclusions that are not broader than those contained in the underlying policies. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 22 DRAFT 09-17-24REV June Supplemental Coverages. The following supplemental coverages are required if selected (checked): 1. ☐ Professional Liability/Errors & Omissions Insurance (i.e., Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 2. ☐ Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 3. ☒ Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 4. ☒ Liquor Legal Liability Insurance with a limit of $1,000,000 each occurrence. 5. ☐ Pollution Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 6. ☐ Medical Malpractice Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 7. ☐ Garage Keepers Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. 8. ☒ Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the conditions, and/or endorsements below. 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 Contractor. 4. Contractor shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property. 5. The Commercial General Liability and Commercial Automobile Liability policies along with any required OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 23 DRAFT 09-17-24REV June supplemental coverages shall be endorsed to name the County of Oakland and its officers, directors, employees, appointees, and commissioners as additional insured where permitted by law and policy form. 6. If the Contractor’s insurance policy has higher limits than the minimum coverage requirements stated in this document the higher limits shall apply and in no way shall limit the overall liability assumed by the Contractor under contract. 7. The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract. 8. Certificates of insurance must be provided prior to the County’s execution of the Contract and must bear evidence of all required terms, conditions and endorsements; and provide thirty (30) days’ written notice of cancellation/material change endorsement to the insurance coverages required by this Exhibit. 9. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the Contractor’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management Department. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 24 DRAFT 09-17-24REV June EXHIBIT II SCOPE OF CONTRACTOR’S SERVICES & PARTIES RESPONSIBILITIES §1. Provision of Services. 1.1. Exclusive Operation of Facilities. Contractor shall provide and shall have the exclusive right to provide Services at and for the operation of the Facility (Conference Centers and Grill Rooms). 1.2. Quality of Service. The Services provided by Contractor under this Contract shall be of the highest quality and must be efficient and adequate to meet all reasonable demands of persons having Events at the Facility or persons using the Facility. 1.3. Equipment and Supplies. Contractor is responsible for providing the equipment and supplies to deliver the Services required by this Contract, which are not expressly required to be provided by the County herein. 1.4. Reservations. Contractor shall be responsible for making reservations and booking Events to be held at the Facility. 1.5. Outdoor Events. As part of providing Services, Contractor must be able to accommodate and provide for Events outside the Facilities that are located on County Property, e.g., outdoor weddings and parties on patios. Contractor shall be responsible for all set-up and prompt clean-up of outside Events, including but not limited to, chairs, tables, decorations, and sound system/equipment. 1.6. Mobile Food and Beverage Cart/Stands. As part of providing Services, Contractor shall operate mobile food and beverage (alcoholic and non-alcoholic) carts or stands at Golf Courses located at the Facilities. The Parties shall create operational procedures for the carts or stands, which shall include pricing, products, times of operation, and rules for the operation, maintenance and storage of the carts or stands and costs associated therewith. OCPRC shall provide and maintain in good operating condition the carts and stands to be used by Contractor or Contractor Employees. 1.7. Service Report. The Contractor shall prepare a monthly report regarding Services at the Facility. The report shall contain a computation of each month's Food and Beverage Fee, broken into separate categories for food and beverages, by Facility, by Event, and other details as may be requested by OCPRC. If there were no Services for a month, a monthly report still shall be generated and submitted stating this fact. The report shall be sent to the OCPRC Director by the 20th day of each calendar for the previous month’s activity. 1.8. Historic or Cultural Events at Facilities by OCPRC. 1.8.1. OCPRC may hold up to twelve historic or cultural events at the Facility per calendar year. 1.8.2. OCPRC shall be responsible for planning such events and for all costs associated with such events. Contractor acknowledges that OCPRC may use another vendor to provide food or beverages (alcoholic or non-alcoholic) for the historic or cultural events. If Contractor is not providing food and beverages for a historic or cultural event, OCPRC shall clearly indicate this fact in all materials (electronic or written) marketing or advertising the historic or cultural event. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 25 DRAFT 09-17-24REV June 1.8.3. The Parties shall work together to schedule the historic or cultural events at the Facility to avoid date conflicts with Events at the Facility. The calendar for the historic or cultural events shall be provided to Contractor by November 1 each year for the following year’s historic or cultural events. §2. Marketing and Sale of Food and Beverages. 2.1. Contractor shall use its best effort and take all necessary steps to further the sale of Services and food and beverages (alcoholic and non-alcoholic) at the Facility, including but not limited to marketing, taking credit cards to pay for food and beverages, and when applicable, using mobile stands and carts to sell food and beverages (alcoholic and non-alcoholic). 2.2. Contractor shall prepare an annual marketing plan for the Facility. The marketing plan shall be delivered to the OCPRC Director or his/her designee by October 31 for the following calendar year. The OCPRC Director or his/her designee shall review the marketing plan and provide comments back to Contractor about the plan. Contractor shall have at least a twenty ten thousand dollar ($210,000.00) annual budget to implement the marketing plan for the Facility. 2.3. The Oakland County Parks logo must be included in all promotional literature. 2.4. The County may use the Facility for cross marketing of County Parks, including but not limited to brochures, flyers, marketing displays, and other information. §3. Menus and Food Prices. Menus and food prices shall be reviewed by Contractor and OCPRC annually and shall be mutually agreed upon. The prices must be similar to current community market pricing and, upon request; Contractor must provide document research support. §4. Hours of Operation. 4.1. Conference Centers. Contractor shall be available to provide Services at the Conference Centers three hundred and sixty-two (362) days a year. The three (3) days the Facility may be closed by Contractor are Thanksgiving Day, December 25, and January 1. 4.2. Grill Rooms. Contractor shall provide Services at the Grill Rooms and keep the Grill Rooms open for the Service to the public when the respective Golf Courses, located by the Grill Rooms, are open for business. Set-up and clean-up for Services at the Grill Rooms shall occur before and after the respective Golf Courses’ hours of operation. Contractor shall get the permission from the OCPRC Executive Officer or his/her designee to change Grill Room hours of operation. Contractor may also be asked to open and provide Services at the Grill Rooms for special events outside normal Golf Course hours of operations. Unless otherwise approved in writing by the OCPRC Executive Officer or his/her designee, at no time while the Golf Courses are open to the public shall Services in the Grill Rooms be interrupted by a private party or closed to the public. If the OCPRC Executive Officer approves the closure of a Grill Room for a private party, Contractor shall still provide some form of Services for the Grill Room, but in an alternative location at the Facility. §5. Management and Staffing. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 26 DRAFT 09-17-24REV June 5.1. Contractor shall hire a manager or combination of management staff, with experience providing Services, to manage and conduct day-to-day operations at the Facility. A manager or assistant manager shall be present at all times when the Facility are open for business. 5.2. Contractor shall provide an adequate number of employees and staff to efficiently and effectively perform the Services and responsibilities required under this Contract, including serving food and beverages to customers at the Facility. §6. Uniforms & Training. At Contractor's sole expense, all Contractor Employees shall be issued uniforms with Contractor’s logo, shall maintain appropriate appearance and shall be properly trained for all customer service issues and delivery of Services, including the service of alcoholic beverages. §7. Brand Advertising. Contractor shall not use or permit product brand identification without the express prior written approval of OCPRC. §8. Utilities and Services for the Facility. 8.1. Contractor Furnished Services. Contractor shall furnish and pay for the following services to the Facility (including the Grill Rooms, but excluding the Golf Courses and Pro-Shops): 8.1.1. Garbage collection service; 8.1.2. Telephone; 8.1.3. Cable/Satellite; and 8.1.4. Internet Service. 8.1.5. Bills for the above-listed services shall be placed in Contractor’s name. Contractor shall be solely responsible for and promptly pay for all services, when due. 8.2. OCPRC Furnished Services. OCPRC shall furnish and pay for the following services to the Facility for OCPRC use: 8.2.1. Garbage collection service 8.2.2. Telephone 8.2.3. Cable/Satellite 8.2.4. Internet Service 8.3. Utilities. The County shall furnish the following utilities to the Facility: 8.3.1. Electricity; 8.3.2. Gas/Heat; 8.3.3. Water/Wells/Water Filtration System; and 8.3.4. Sewer/Septic. 8.3.5. Bills for the above-listed utilities shall be placed in the County’s Contractor’s name and the bills for the utilities shall be paid by OCPRCContractor.; provided that, Contractor shall reimburse OCPRC for all costs OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 27 DRAFT 09-17-24REV June associated with the provision of gas, heat, electricity at all Facilities and municipal water and municipal sewer at the Glen Oaks Conference Center (including the Grill Rooms and Pro-Shops, but excluding the Golf Courses) in the manner set forth in Section 5 of the Contract. OCPRC shall be responsible for the costs of operation, maintenance, repair, and replacement of any septic systems, wells, or water filtration systems located at the Facility. 8.4. Generator—Glen Oaks Conference Center. Contractor acknowledges that there is no generator at Glen Oaks Conference Center and Grill Room and that OCPRC will not provide a generator at that location. 8.5.8.4. Generator—Addison Oaks Conference Center. Addison Oaks Conference Center has a County-owned diesel generator, which Contractor may use. OCPRC shall be responsible for the maintenance and repair of the generator. OCPRC shall provide and pay for the diesel fuel to operate the generator, but Contractor shall reimburse OCPRC for the costs of the diesel fuel. The costs for the diesel fuel shall be included with the quarterly billings for the utilities (as set forth in Section 5 of the Contract). If the generator becomes obsolete or repair is not possible, then OCPRC is not responsible to replace the generator, but may do so in its sole discretion. 8.6.8.5. Interruption of Water Supply. If the water supply is interrupted at Glen Oaks Conference Center and Grill Room, then Contractor shall be responsible for providing and paying for water needed to provide Services during the interruption. If the water supply is interrupted at Addison Oaks Conference Center or is not potable, then OCPRC shall be responsible for providing and paying for the supply of potable water and clean ice needed to provide Services during the interruption. §9. Business Interruption Plan. Notwithstanding Section 8.9 of the Contract, Contractor shall create a business interruption plan to ensure the continuity of Services at the Facility during a reasonably anticipated event, such as power outages. §10. Contract Performance Evaluation. Annually or more frequently as dictated by OCPRC, OCPRC shall perform an evaluation of the Services provided by Contractor under this Contract and Contractor's performance of its obligations contained herein. The Parties shall meet and discuss the conclusions of such evaluations and the steps that can be taken to implement the conclusions, if required. §11. Contractor Duties and Maintenance Responsibilities. Contractor shall perform the following duties and maintenance responsibilities: 11.1. Point-of-Sale System. Contractor shall provide and maintain a point-of-sale system for the purchase of Services at the Facilities. OCPRC will provide the software and software maintenance for the point-of-sale system; however, this obligation is contingent upon OCPRC receiving approval of the software vendor for Contractor’s use of the software. If OCPRC does not receive approval from the software vendor, then Contractor shall be responsible for providing the software for the point-of-sale system. 11.2. Floor/Carpet Cleaning. Contractor shall clean all carpets and all floors of the Facility and provide all cleaning supplies and equipment for such cleaning on a daily basis or more frequently as needed. The carpets and floors shall be professionally cleaned at least once a year or more frequently as needed. Upon OCPRC request, Contractor shall provide documentation evidencing the professional cleaning. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 28 DRAFT 09-17-24REV June 11.3. Interior Custodial Services. Contractor shall clean the interior of all Facility, including the windows, screens and fire places, and provide all cleaning supplies and equipment for such cleaning on a daily basis or more frequently as needed or required; provided that OCPRC shall clean the grease traps and exhaust hoods and dispose of the grease. 11.4. Pest Control. Contractor shall provide and pay for pest control for the interior of the Facility including the kitchens located therein. 11.5. Sound System. Except for the golf courses located at the Facility, Contractor shall provide, pay for, (unless already provided), maintain and replace a public address and/or sound system, including equipment, for the Facility. 11.6. Outside Area Cleaning. On a daily basis or more frequently as needed, Contractor shall clean and keep free of garbage the area outside the Facility that is designated by OCPRC for eating and drinking, including but not limited to cleaning the furniture located in such areas, rinsing the grounds in such areas, and picking up and disposing of the garbage in such areas. The cleaning shall be completed pursuant to OCPRC standards, which shall be provided to Contractor upon execution of this Contract and annually thereafter. 11.7. Restroom Cleaning. Contractor shall clean all restrooms at the Facility on a daily basis or more frequently as needed and supply all equipment and products for such cleaning. Cleaning shall include but not limited to mopping and sanitizing of floors, scrubbing of urinals and toilets, disinfecting the counters, sinks, dispensers, doors, and door handles, incorporation of automatic air fresheners, and hourly checks for cleanliness and neatness documented. The cleaning shall be completed pursuant to OCPRC standards, which shall be provided to Contractor upon execution of this Contract and annually thereafter. Contractor shall provide all toilet paper, facial tissue, hand towels, and hand soap for all restrooms at the Facility. 11.8. Disposal. Contractor and Contractor Employees shall be responsible for transferring and placing all garbage in the appropriate receptacle and keeping the area immediately around such receptacles neat and clean. 11.9. Alarm System. Contractor shall provide own alarm system and security cameras, if desired. Contractor shall in no way change or tamper with either the door lock mechanisms or alarm systems provided by OCPRC. 11.10. Securing Facility. Contractor is responsible for securing the Facility every day, including but not limited to locking doors, securing gates, and setting alarms after Events. §12. OCPRC Duties and Maintenance Responsibilities. 12.1. Facility Upgrades. Except as otherwise provided in this Contract, OCPRC shall be responsible for and pay for all physical and structural upgrades to the Facility, including, but not limited to, replacement of bathroom fixtures, replacement of windows and screens, and building designs that might be required for such upgrades. 12.2. Facility Maintenance/Repair. Except as otherwise provided herein, OCRPC shall be responsible for maintenance, repair, replacement, and inspections for the Facility including but not limited to, repair or replacement of windows and screens, repair or replacement of HVAC system, repair or replacement of OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 29 DRAFT 09-17-24REV June roof, repair of electrical system, repair or replacement of plumbing system and repair or replacement of the restrooms fixtures, repair or replacement of fireplaces, and repair or replacement of elevators. 12.3. Equipment Maintenance/Repair/Replacement. OCPRC shall be responsible for the maintenance, inspections, repair, and replacement of the equipment affixed to the Facility, including kitchen equipment affixed to the Facility, exhaust hoods, and grease traps. 12.4. Fire Suppression. OCPRC shall be responsible for providing, repairing, and maintaining fire extinguishers, fire suppression systems, and/or ansul fire suppression for the Facility as it deems necessary and as required by law. 12.5. Odors. If any unusually strong odor develops due to sewer gases or other reasons which are not caused by Contractor, OCPRC will take the necessary measures to expeditiously mitigate such odors at its expense. 12.6. Locking Mechanisms for Facilities. OCPRC shall be responsible for providing, repairing, and maintaining locking mechanisms for the doors of the Facility. OCPRC shall provide keys or key cards for the locking mechanisms to Contractor and Contractor Employees pursuant to OCPRC key policy. 12.7. Light Fixtures. OCPRC shall be responsible for providing, repairing, and maintaining all light fixtures in, around, and outside the Facility, including bulb replacement. 12.8. Window Treatments. OCPRC shall provide and pay for the window treatments (blinds, drapes, etc.) at the Facilities. OCPRC shall repair and replace the window treatments regardless whether the window treatments were provided by OCPRC or Contractor. Upon execution of this Contract, all window treatments shall be deemed the property of the County regardless of who provided or paid for the window treatments. Upon termination and/or cancellation of this Contract, all window treatments shall be the property of the County. 12.9. Interior Decorations/Furniture. OCPRC shall provide, replace, maintain, and pay for (in OCPRC’s sole discretion) all interior decorating and interior decorations. For purposes of this Contract, interior decorations shall mean furniture, pictures, wall hangings, plants, seasonal decoration and other decorations at the Facility. Upon execution of this Contract, all interior decorations currently located in or around the Facility shall be deemed the property of the Party who purchased them, except for the interior decorations listed in Exhibit IV, which are the property of the County. Upon expiration of this Contract, all interior decorations located in or around the Facility shall be the property of the County, regardless of who purchased or paid for the interior decorations. 12.10. Paint/Wallpaper/Wall Coverings. OCPRC shall provide, pay for and replace (in OCPRC’s sole discretion) interior paint, wallpaper and/or wall coverings at the Facility. 12.11. Flooring/Carpet. OCPRC shall be provide and pay for (in OCPRC’s sole discretion) the repair or replacement of flooring and carpeting at the Facility. 12.12. Exterior Maintenance/Repairs. OCPRC shall be responsible for all exterior maintenance, repairs and replacements to and around the Facility or to or around the property on which the Facilities are located, including cleaning of parking lots, exterior painting, exterior lighting, exterior window cleaning, canopy, parking lots, snow removal, signs, decorations and landscaping. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 30 DRAFT 09-17-24REV June §13. Equipment Provided by OCPRC. All equipment, furniture, decorations and other items provided by OCPRC for use by the Contractor, under this Contract, shall remain the property of the County. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 31 DRAFT 09-17-24REV June EXHIBIT III Addison Oaks Conference Center Main Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 32 DRAFT 09-17-24REV June Addison Oaks Conference Center Upper Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 33 DRAFT 09-17-24REV June Addison Oaks Conference Center Lower Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 34 REV June 2024 EXHIBIT IV Park: Addison Oaks Facility: Banquet Center Quantity Item Description Manufacturer Model # Serial # - Books & Bookshelves Located in Brides Room, Grooms Room, Bar Areas & Main Level NA NA NA 26 Speakers Ceiling Speakers NA NA NA 1 set China 250 Units NA NA NA 1 set Flatware 250 Units NA NA NA - Various Small ware Ladles, Spatulas, Tongs, etc. NA NA NA 1 Ice Machine 1100 Series, 208/230v Manitowac CD1103W 83014352 1 Toastmaster Bun Warmer 4 Drawer, 120v, 1.4Kw Toastmaster 3D8XD 2-20269-95 2 2 Door Reach-in Refrigerator NA Victory NA NA 1 Keg Cooler NA Perlick 1005AUL NA 1 Food Warmer Plated food keeper/warmer Carter/Hoffman BB96 111104-80200- 0400-26-G-01 1 Coffee Station Stainless Steel Coffee Stand NA NA NA 1 Dishwasher 208v, 15Kw Hobart CRS66A 85-1019884 1 Heater Booster Heater for Dishwasher Hatco C45 5402580825 1 Mixer 20 Qt. w/ 2'x20' table, 2 accessories Hobart NA NA 1 Safe Located in Office, Approx. 1 Cub. Ft. NA NA NA 1 Walk-in Cooler NA Forma-kool NA NA 1 Walk-in Freezer NA Forma-kool NA NA 1 Deep Fryer Deep fryer Pitco Frialator NA 1 Oven/Stove 10 Burner natural gas stove top with 2 door oven Garland NA NA 1 Oven/Broiler Char broiler stacked on oven Southbend NA NA 6 Chafing Dishes Stainless Steel NA NA NA 16 Racks of Misc. Glasses NA NA NA NA 2 Prep Tables w/Sinks NA Tabco NA NA 1 Phone System 6 phones wired in building office areas NA NA NA - Storage Racks 12'x16'x18' 4-6' tall-for walk-in cooler/freezer NA NA NA OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 35 REV June 2024 1 Keg Cooler Single Keg Cooler Kegco NA NA EXHIBIT IV OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 36 REV June 2024 EXHIBIT V LICENSE FOR USE OF COUNTY SERVICEMARK County grants to Contractor the non-exclusive right to use its Servicemark (hereinafter “Mark”), described and listed in the Servicemark Guidelines (below), for programs and activities that are directly related to the Deliverables and governmental services provided by Oakland County. The Mark may be used on: (Applicable if Checked): ☐ Printed materials ☐ Electronic materials ☐ Contractor’s website: [insert website address] Contractor shall not use the Mark for any other purpose. The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action that will interfere with County’s rights in the Mark. The County may terminate Contractor’s rights under this Exhibit, if County notifies Contractor it has breached the terms of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following termination of this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or website authorized for use above. Contractor shall provide County with written confirmation that such actions have been taken. Upon termination of the Contract, Contractor shall cease all use of the Mark. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 37 REV June 2024 Exhibit V Servicemark Guidelines The Guidelines for proper use of the Mark provided to the Contractor are as follows: Do not provide copies to a third-party of any artwork provided to you by County and referenced in this Exhibit without the express consent of County. 2800 Watkins Lake Road, Waterford, MI 48328 248-858-0906 OaklandCountyParks.com Memo To: Parks and Recreation Commission From: Chris Ward Date: September 26, 2024 Re: Director’s Report DNR’s ORV Improvement Fund Staff was notified the week of September 9th that we were awarded the $255,000 we applied for this year from the DNR’s ORV Improvement Fund. The grant will fund major electrical improvements to the park (which currently has very limited electrical service) to make it more attractive for special events and rentals, as well as improve the overall park user experience by having easy access to electricity for park patrons and our vendors. The project will include the provision of 1000 amp service, underground service lines, two step-down transformers, connection o existing electrical panels and site preparation for future EV chargers. Special events and park rentals make up approximately half of the ORV Park’s budget, and most renters bring in generators to power their activities which is a deterrent for some. This improved service will also allow for year-round, climate-controlled restroom facilities. Work is anticipated to begin this spring. Google Translate While researching other CVT online sales portal interfaces for potential updates to ours, it was discovered that Google Translate could be integrated. After speaking with a few colleagues at other Parks departments, we were able to get this up and running on our online sales interface as of 9/13/24. The Google Translate button on our page now allows all of our sales interface to be translated into 243 different languages for patrons to view. SAE Baja Competition at Holly Oaks The SAE Baja is a university student competition organized by the Society of Automotive Engineers (SAE). Each team competes with the ORV vehicles/carts they designed in a variety of events including an endurance race, maneuverability course, sled pull, hill climb, and acceleration event. Teams also compete in a variety of static events including design judging, sales presentation, cost report and others. There were 85 universities from all over the world competing in this event and included teams from as far away RETURN TO AGENDA as Brazil and South Korea. In addition to the 85 universities, there were over a thousand spectators that attended during the event. This competition is held annually in different locations throughout the country and sites are selected 3 years in advance to plan for these events. Holly Oaks was chosen as a location because of the support from Tom Zielinski, the organizer and promoter for many of the large public and private events held at Holly Oaks. The SAE event organizers commented that Holly Oaks was one of the best locations to hold the event and would like to come back again in the future. See a video of the event by clicking HERE. Equity in our Parks Sarah Cook-Maylen was featured in the Equity in our Parks series. You can read the article here: Climate change hits Detroit harder than other cities. Here's how parks are working to change that. Oakland County Parks and Recreation Upcoming Events – October 2024 Active Adults October 1 Fall into History – Addison Oaks October 15 PEC – Hayrides – Addison Oaks October 18 Trail Blazer – Rose Oaks October 21 Senior Expo -Royal Oak Farmer Market October 30 Fireside Chat – Six Little Graves on a Hillside Adaptive October 3 Bike Clinic – Disability Network – Independence Oaks October 5 Rolling with Confidence – Rehabilitation Institute of Michigan - Detroit October 6 EuroPeds Family Fun Day – Oakland Yard, Waterford October 10 Bike Clinic – Disability Network – Independence Oaks October 16 Hayrides – Addison Oaks October 17 Bike Clinic – Disability Network – Independence Oaks October 20 Disability Dirt Day October 24 Halloween Happiness – Southfield October 24 Bike Clinic – Disability Network – Independence Oaks Archery Program October 5 Monster Mayhem October 12 Archery at Addison Oaks October 19 Archery at Addison Oaks Mobile Recreation October 1 Bus - OCPRC - Adaptive Rec Fall Active Adults October 1 Kick Off - Farmington Hills Hay Day Heritage Park October 2 Stage - M1 Concourse American Speed Festival October 4 Stage - Bower's Farm October 4 Stage & Tower - Rochester Community Schools, Celebration of the Creek October 4 Watch It - OCPRC - Rec Program Service Oak fit Waterford Oaks October 5 Climbing Tower & Chaos and Commotion - Ferndale P & R Fall Festival October 5 Go Games! - Apostolic Church Trunk or Treat October 6 Climbing Tower - Bowers Farm Fall Festival October 6 Climbing Tower - Tollgate Farm and Education Center October 8 Bus - OCPRC - Natural Resources October 11 Bleachers - Notre Dame Prep Football October 12 Stage - Holly Area Chamber of Commerce Car Show Mt. Holly October 12 Stage - OC Sheriffs Dept October 12 Tents - OCPRC - Addison Oaks Halloween October 12 Stage - Ortonville Downtown Development Witches Night Out October 12 Campground Archery - OCPRC - Addison Oaks Boo Bash October 13 Climbing Tower, Bouncer, & Stage - Bloomfield Twp Open House October 13 Go Games! - Pleasant Ridge Parks & Recreation Fall Fest Gainsboro Park October 16 Bus - OCPRC - Adaptive Rec Fall Adventure Awaits October 17 Stage - Waterford Mott Meet at Hess Hathaway October 18 Stage - Waterford Mott Meet at Hess Hathaway Oakland County Parks and Recreation Upcoming Events – October 2024 October 19 Tents - OCPRC - Addison Oaks Halloween October 19 Stage - Waterford Mott Meet at Hess Hathaway October 19 Campground Archery OCPRC - Addison Oaks Boo Bash October 19 Go Games! Novi P & R Jack O Lantern Jubilee October 19 Oaks on the Road - Rochester Avon Rec Authority P&R October 20 Oaks on the Road - Farmington Hills Special Services October 20 Tent - OCPRC - Adaptive Rec Disability Dirt Day Holly Oaks October 22 Stage - Waterford Mott Meet at Hess Hathaway October 23 Stage - Waterford Mott Meet at Hess Hathaway October 24 Stage - Waterford Mott Meet at Hess Hathaway October 24 Chaos and Commotion - OC Children Village Octoberfest October 25 Bleachers - Notre Dame Prep Football October 25 Stick-It Archery Troy Historical Society October 26 Go Games! OCPRC - Waterford Market Special Event October 26 Stick-It Archery Troy Historical Society October 26 Stage - Brightmoor Christian Church Community Pumpkin Patch Party October 27 Oaks on the Road - West Bloomfield Twp Parks & Rec Trick R' Treat Trail October 30 Bouncer, Tower, & Tents - OC Sheriffs Dept Angels Night Nature Education Field Trips & Birthday Parties October 1 Oakdale Academy Field Trip – Wint Nature Center October 4 SE Michigan Disability Network Field Trip – Wint Nature Center October 5 Jr. Girl Scout Field Trip – Wint Nature Center October 18 SE Michigan Disability Network Field Trip - Red Oaks Nature Center October 22 MH Active Adult Center Field Trip – Red Oaks Nature Center Homeschool Series October 10 Intro to Chemistry – Red Oaks Nature Center October 16 Intro to Chemistry - Wint Nature Center Outreach October 4 Addison Oaks Saturn Party Nature Hike– Red Oaks Nature Center October 5 Tollgate Farm Pumpkinfest Nature Table – Red Oaks Nature Center October 6 Orchards Foster Youth Trunk or Treat Nature Table – Red Oaks Nature Center October 12 WBU Royal Oak Nature Presentation – Red Oaks Nature Center October 12 Addison Oaks Boo Bash Nature Table – Red Oaks Nature Center October 19 Addison Oaks Boo Bash Nature Table – Red Oaks Nature Center October 19 Southfield Parks and Rec Boo Bash Nature Table – Red Oaks Nature Center October 20 Southfield Police Trunk or Treat Nature Table – Red Oaks Nature Center October 26 Hazel Park Trunk or Treat Nature Table - Red Oaks Nature Center October 26 Madison Heights Trunk or Treat Nature Table – Red Oaks Nature Center Public Nature Programs October 3 ECHO Program – Wint Nature Center October 4 Morning Munchkins – Red Oaks Nature Center October 10 ECHO Program – Wint Nature Center October 11 Puddle Jumpers – Wint Nature Center October 17 ECHO Program - Wint Nature Center Oakland County Parks and Recreation Upcoming Events – October 2024 October 18 Sweetheart Stroll & Bonfire – Red Oaks Nature Center October 19 Potions Class – Wint Nature Center October 25 ECHO Program – Wint Nature Center October 31 ECHO Program – Wint Nature Center Oakland County Market October 13 ArtSail Fall Fine Arts and Crafts Show Springfield Oaks October every M, T, W, Th Pickleball – Grand Hall October 11 – 13 Michigan Antique Festival – Entire Park October 18 – 19 Private Birthday Party – Grand Hall October 26 -31 Early Polling – Carousel Hall