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HomeMy WebLinkAboutResolutions - 2024.11.21 - 41724 AGENDA ITEM: Extension of the Services Contract with the Oak Management Corporation DEPARTMENT: Parks & Recreation MEETING: Board of Commissioners DATE: Thursday, November 21, 2024 1:46 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2024-4586 Motion to approve the extension of the attached services contract between the County of Oakland and the Oak Management Corp. for an additional two years, expiring October 31, 2027, for food and beverage services at Addison Oaks; further, authorize the Chairperson of the Board of Commissioners to execute the attached contract and all other related documents between the County of Oakland and Oak Management, which may be required. ITEM CATEGORY SPONSORED BY Resolution Brendan Johnson INTRODUCTION AND BACKGROUND 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 Addison 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 out 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. POLICY ANALYSIS The existing ten-year contract between Oakland County and Oak Management was initially approved by the Board of Commissioners with the adoption of MR #14020, which provided for food and beverage operations at the Addison Oaks Conference Center and the Glen Oaks Conference Center and Grill Room. This contract expires on December 31, 2025. The contract allows for an optional five-year extension at the Oakland County Parks and Recreation Commission's discretion. MR #14020 also required the Parks and Recreation Commission to seek outsourcing options for the two banquet facilities in conjunction with the golf course facilities. Parks plans to rent out the Glen Oaks facility to allow guests to hire a caterer of their choice for their event; therefore, this request is to extend the contract for only the Addison Oaks Conference Center. The following are some highlights of the provisions of the proposed agreement: • If the contract is terminated before the expiration date, the Contractor shall cancel scheduled events at the facility and refund the deposits for the Events at the facility, and the County shall have no liability related to the cancellation of any scheduled events. • Oak Management shall pay the County an annual fee of $13,439.00 from January 1, 2026 to December 31, 2026, and $13,842.00 from January 1, 2027, to December 31, 2027. • The contractor would pay a flat fee of $77,275 in 2026 and $79,593 in 2027 for the use of the facility. • The contractor shall pay utility costs for the facility, pursuant to Exhibit II of the contract. The FY 2026 budget will be adjusted during the budget process to reflect the contract change. BUDGET AMENDMENT REQUIRED: No Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at 248.821.3065 or winterb@oakgov.com or the department contact persons listed for additional information. CONTACT Chris Ward, Director Parks & Recreation ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 11/21/2024 AGENDA DEADLINE: 11/21/2024 9:30 AM ATTACHMENTS 1. Fuller Oak Management Services Contract - Clean 2. Fuller Oak Management Services Contract - Redlined COMMITTEE TRACKING 2024-11-12 Legislative Affairs & Government Operations - Recommend to Board 2024-11-21 Full Board - Adopt Motioned by: None Seconded by: None Yes: None (0) No: None (0) Abstain: None (0) Absent: (0) 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 7 FINAL VERSION 09-18-24 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. 4.3.4. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 8 FINAL VERSION 09-18-24 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. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 9 FINAL VERSION 09-18-24 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. 6.8.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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 10 FINAL VERSION 09-18-24 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 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 11 FINAL VERSION 09-18-24 §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.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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 12 FINAL VERSION 09-18-24 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. 7.4.6.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, OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 13 FINAL VERSION 09-18-24 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.Taxes. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 14 FINAL VERSION 09-18-24 §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. §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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 15 FINAL VERSION 09-18-24 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. COUNTY 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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 16 FINAL VERSION 09-18-24 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 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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 17 FINAL VERSION 09-18-24 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. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 18 FINAL VERSION 09-18-24 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. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 19 FINAL VERSION 09-18-24 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 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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 20 FINAL VERSION 09-18-24 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 21 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 22 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 23 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 24 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 25 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 26 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 27 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 28 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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 29 FINAL VERSION 09-18-24 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. §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 30 FINAL VERSION 09-18-24 EXHIBIT III Addison Oaks Conference Center Main Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 31 FINAL VERSION 09-18-24 Addison Oaks Conference Center Upper Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 32 FINAL VERSION 09-18-24 Addison Oaks Conference Center Lower Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 33 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 34 REV June 2024 1 Keg Cooler Single Keg Cooler Kegco NA NA EXHIBIT IV OAKLAND COUNTY PURCHASING CONTRACT NUMBER 011086 Page 35 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 36 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 2024 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 2024 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 2024 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 2024 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 2024 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 2024 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 7 DRAFT 09-17-24REV June 2024 The County shall have no liability related to the cancellation of the scheduled Events, as required by this Section. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 8 DRAFT 09-17-24REV June 2024 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. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 9 DRAFT 09-17-24REV June 2024 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. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 10 DRAFT 09-17-24REV June 2024 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 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 11 DRAFT 09-17-24REV June 2024 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 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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 12 DRAFT 09-17-24REV June 2024 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 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 13 DRAFT 09-17-24REV June 2024 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 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.Taxes. 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 14 DRAFT 09-17-24REV June 2024 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 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 15 DRAFT 09-17-24REV June 2024 §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. 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. COUNTY 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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 16 DRAFT 09-17-24REV June 2024 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 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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 17 DRAFT 09-17-24REV June 2024 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 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, OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 18 DRAFT 09-17-24REV June 2024 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 (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. OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 19 DRAFT 09-17-24REV June 2024 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 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 OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 20 DRAFT 09-17-24REV June 2024 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 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 2024 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 2024 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 2024 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 2024 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 2024 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 2024 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’sContractor’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 2024 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 2024 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 2024 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, OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 30 DRAFT 09-17-24REV June 2024 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 [Contract Number] Page 31 DRAFT 09-17-24REV June 2024 EXHIBIT III Addison Oaks Conference Center Main Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 32 DRAFT 09-17-24REV June 2024 Addison Oaks Conference Center Upper Level OAKLAND COUNTY PURCHASING CONTRACT NUMBER [Contract Number] Page 33 DRAFT 09-17-24REV June 2024 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.