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HomeMy WebLinkAboutResolutions - 2010.11.18 - 10243" MISCELLANEOUS RESOLUTION #10292 November 3, 2010 BY. Planning and Building Committee. Joffn Scott, Chairperson IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL AND ACCEPTANCE OF LEASE AGREEMENT WITH THE ROAD COMMISSION FOR OAKLAND COUNTY - TRAFFIC INFORMATION CENTER LOCATED IN THE INFORMATION TECHNOLOGY BUILDING To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS. pursuant to Miscellaneous Resolution No. C7020 of March 22, 2007, the Oakland County Board of Commissioners approved a second lease agreement between the County of Oakland and the Road Commission for Oakland County for use of approximately 6,540-sf of office space in the basement of the Information Technology building for use as a Traffic Operations Center; and WHEREAS. said lease will expire on July 31, 2011: and WHEREAS, the Road Commission for Oakland County has requested that a new lease for an additional two year term be entered into by the parties. and WHEREAS. the Department of Facilities Management, with the assistance of Corporation Counsel, has negotiated the terms and conditions of the attached new Lease with representatives of the Road Commission for Oakland County: and WHEREAS. pursuant to the terms and conditions of said Lease the agreement provides for the continued use of approximately 6,540-sf of office space in the basement of the Information Technology building from August 1,2011 until July 31. 2013 at the rate of $14.36 per square foot with annual increases or decreases (based on County operatioi and maintenance costs). The Road Commission will continue to operate its Traffic Operations Center. utilize the IT computer room, training rooms, radio tower and fiber optic lines. Oakland County will continue to provide general maintenance of the building, janitorial services and utilities. WHEREAS, the Departments of Facilities Management and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached Lease agreement and recommend its approval. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and authorizes the attached Lease agreement between the County of Oakland and the Road Commission for Oakland County. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its Chairperson or his designee to execute the attached Lease agreement and all other related documents which may be required between the County of Oakland and the Road Commission for Oakland County. Chairperson. on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE PLANNING & BUILDING COMMITTEE VOTE: Motion carried unanimously on a rcll call vote with Runestad and Burns absent. I LEASE AGREEMENT BETWEEN COUNTY OF OAKLAND, A MICHIGAN MUNICIPAL AND CONSTITUTION CORPORATION AND ROAD COMMISSION FOR OAKLAND COUNTY, A PUBLIC BODY CORPORATE This lease is made this day of 2010, by and between the County of Oakland, a Michigan municipal and constitution corporation, whose address is 1200 N. Telegraph Road, Pontiac, Michigan, 48341, ("Lessor') and the Road Commission for Oakland County, a Michigan public body corporate, whose address is 31001 Lahser Road, Beverly Hills, Michigan, ("Lessee") (Lessor and Lessee also individually referred to as Tarty" and collectively as 'Parties"); Introduction Lessor is the owner of the premises located in the Township of Waterford, and described as the Information Technology Building, also known as Building 49 West on Campus Drive South, Waterford Township, Michigan, 48341, ("Premises"). The Lessor and Lessee are desirous of entering into a lease for 6,540 square feet of the Premises located in the lower level of the Information Technology Building, ("Leased Premises"). This Lease supersedes all prior leases and agreements, clarifies the rights and obligations of the Parties, and establishes a new lease term. NOW THEREFORE, the Parties agree to the following terms and conditions: 1. Term of Lease and Rent Term of Lease, The Lessor does hereby lease to the Lessee, the above described Leased Premises, the location and lay-out of which are specifically set forth in Attachment A attached and incorporated hereto. The term of the Lease shall be for two (2) years and shall commence on August 1, 2011, and end on July 31, 2013. The Lessor shall make plans to vacate the premises on or before July 31, 2013. There will be no extension of this Lease. 1.1. 1 1.2. Rent Amount. From August 1, 2011 to September 30, 2011, the Lessee shall pay to the Lessor the sum of $14.36 per square foot per year for the Leased Premises as rent, which is Seven Thousand Eight Hundred and Twenty-Six Dollars and Twenty Cents ($7,826,20) per month. From October 1, 2011 to August 31, 2013, the Lessee shall pay to the Lessor the amount per square foot per year, as set forth by the Oakland County Board of Commissioners, multiplied by the square feet of the Leased Premises. 1.3. The rent due and owed to the Lessor under this Lease shail be paid monthly on the first day of each month without set off of deductions. The rent shall be paid to the Lessor in such place as the Lessor shall designate in writing. 2. Use of Premises 2.1. During the term of this Lease, the Leased Premises win continue to be used by the Lessee as a Traffic Operations Center (IOC). 2.2. Computer Area. In addition to the Leased Premises, Lessor shall approve and make available to Lessee sufficient additional space within the computer room of the Information Technology Building, if there is space available based on the Lessor's existing and future requirements, to accommodate Lessee's TIMS computer equipment, SCATS Central Management System Computer, SCATS Regional Computer and Peripheral Communications Computer and Equipment; such additional space to be known as the "Computer Area." Lessee shall have controlled and scheduled access to the Computer Area and such access shall be controlled and scheduled by Lessor. Lessor shall approve all Lessee designated staff, repair persons, support persons, contractors, and consultants, who will have access to the Computer Area. Lessor will make provisions for emergency access to the Computer Area for Lessee designated personnel who are approved by Lessor. 2 2.3. Meetino and Training Facilities. Lessor will approve and make available to Lessee, subject to availability and advance scheduling considerations, meeting and training facilities located within the Premises, for periodic functions or educational programs of Lessee. All costs necessary for room set-up and tear down will be the responsibility of Lessee, and will be charged to Lessee at Oakland County Facilities Management or Department of Information Technology rate in effect at the time of the usage, 2A. Load in Dock. Lessor will provide Lessee with access to and the right to utilize the loading dock at the Premises. Lessee will be responsible for its own receiving and shipping, and any costs or third party liability associated therewith. 2.5. Tower Co-Location. Lessor shall permit Lessee to install and operate receive transmitters (for microwave or other wireless communications equipment) on Lessor's tower located on or near the premises of the Information Technology Building, provided that the installation of any such equipment, receiversitransmitters, or other wireless communications equipment, shall not interfere with the sending or receiving of transmissions by Lessor, or compromise the structural integrity of Lessor's tower. Problems relating to communications conflicts with Lessee's communications equipment and Lessor's existing communications equipment will be resolved and corrected by and at the expense of Lessee if caused by Lessee's receiversItransmitters. In the event any such conflict between Lessor's communications equipment and Lessee's communications equipment cannot be resolved to Lessor's satisfaction, then Lessee's equipment shall be corrected or removed from Lessor's tower at Lessee's expense. 2.6. Upon prior written approval of Lessor, Lessee shall have the right to utilize available existing conduit, cable and wiring or to install conduit, cable and wiring 3 within and between the TOC and the Computer Area as may be necessary for the operation of the TOC computer equipment and software applications. Any and all problems and/or direct damage or toss, relating to Lessee's use of the conduit, cable or wiring and Lessor's computer equipment, cable, or wiring will be resolved, repaired or replaced and corrected by and at the sole expense of Lessee if caused by Lessee's use of such conduit, cable or wiring. In the event that any problem between Lessor's computer equipment, cable, or wiring and Lessee's use of the conduit, cable or wiring cannot be resolved to Lessor's satisfaction, then Lessee shall not be allowed to use Lessor's conduit, cable, and wiring, and Lessee shall find an alternate route for it's cable and wiring. 21. Use of OakNet. Upon prior written approval of Lessor, Lessee shall have the right to access Lessor's Fiber Optic Transmission System ("OakNer), if capacity is available, so long as that access does not hinder future capacity needs for Lessor. Lessee shall supply any and all equipment needed for connection to the OakNet. Lessee shall be charged for the use of the OakNet at Oakland County Department of Information Technology rates in effect at the time of usage. Problems relating to Lessee's use of the OakNet will be resolved and corrected by and at the expense of Lessee. In the event any problem is encountered as a result of Lessee's use of the OakNet and cannot be resolved to Lessor's satisfaction, then Lessee's equipment shall be immediately removed or disconnected from the OakNet. 2.8. Lessor shall keep the Leased Premises in good structural condition and make all necessary repairs as needed during the term of this Lease at Lessor's own expense, except for damage caused by the acts of Lessee or its employees, agents or contractors. Necessary repairs shall be deemed to be all repairs necessary for Lessee's quiet enjoyment of its leasehold. 4 2.9. Lessee shall have 24 hour access to the Leased Premises; provided that all persons that have 24 hour access shall be approved by Lessor. Lessor will make provisions for emergency access to the Leased Premises for Lessee designated personnel who are approved by Lessor. 3. Maintenance, Expenses, Utilities and Repairs 3.1. Lessor will provide and pay for all utilities and facility maintenance, including structural element maintenance, custodial services for the Leased Premises, and all heat, electric, air-conditioning, during the term of this Lease with the exception of telephone service. 3.2. Lessor will provide Uninterruptible Power Supply (hereinafter UPS) to the Lessee's computer equipment in the Computer Area. Any UPS requirements of Lessee. outside of the Computer Area, shall be provided at Lessee's expense. Lessee agrees to hold the Lessor harmless for any loss of use, or any and all direct or consequential loss or damage (of any type) to Lessee's equipment due to Lessor's failure to provide UPS or any other utilities required to be supplied by Lessor to Lessee. 3.3. Facility related items that affect the health, safety, and welfare of the occupants shah be repaired or replaced on a timely basis by the Lessor. 4. Remodeling 4.1. Lessee shalt not make any alterations or improvements to or upon the Premises or Leased Premises without the prior written consent of the Lessor. Any alterations or improvements made to or upon the Premises or Leased Premises shall be performed by a properly qualified contractor approved by the Lessor in writing and prior to the commencement of construction. Any alterations or improvements made to or upon the Premises or Leased Premises shall became an integral part of the Premises and Leased Premises and shall became the sole 5 Coverage B: with minimum limits of $1,000,000 each accident, $1,000.000 disease each employee, and $1,000,000 disease policy limit. 7.1.3. Automobile Liability. With minimum limit of $1,000,000 Combined Single Limit per occurrence (including No-Fault as required by law) for all hired, leased, owned and non-owned vehicles. 7.1.4. Lessee Owned Property. Lessee shall be responsible. at its own expense, for maintaining special form fire and extended coverage insurance on all personal property and equipment owned by Lessee. The Lessee agrees to waive all rights against the Lessor for damage or loss of such personal property. 7.2. General Insurance Policy Provisions: All certificates of insurance and policies of the Lessee shall be endorsed to contain the following provisions and/or clauses: 7.2.1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance and/or self-insurance carried by the Lessor. 7.2.2. The insurance company(s) issuing the policy or policies shall have no recourse against the Lessor for payment of any premiums or for assessments under any form of policy. 7.2.3. Any and all deductibles in the above-described insurance policies shall be assumed by, and be for the amount of, and at sole risk of, the Lessee. 7.2.4. All insurance policies shall be endorsed to name the Lessor as additional insured and shall specifically include the liability assumed hereunder by Lessee. 7.2.5. All certificates are to provide thirty (30) days written notice of material change, non-renewal or cancellation. Certificates of insurance must be provided no less than ten (10) working days before occupancy or use of the leased premises. 8 7.2.6. All certificates of insurance shall bear evidence of all required endorsements and clauses. 7,2.7. All insurance carriers are subject to the approval of the County and shall be licensed and approved to do business with the State of Michigan. All insurance companies will have a minimum A.M. Best Rating of A VII. 7.3. Neither the Lessor nor its employees shall be held liable for any theft or loss or other claims, injury or damage incurred or suffered by Lessee or any other person as a result of or arising out of the occupancy or use of the Leased Premises. 7.4. Lessor and Lessee shall provide each other immediate notice of any claim or potential claim. 7.5. In the event that liability to a third party(s), arises as a result of activities conducted jointly by the Lessor and the Lessee or solely by either Party in fulfillment of their responsibilities under this Lease, such liability, loss, or damage shall be borne by the Lessor and/or the Lessee in relation to each Party's responsibilities under such activities, provided that nothing herein shall be construed as a waiver of any governmental immunity by the Lessor or Lessee, or their employees, respectively, as provided by common law, statute or court decisions. 8. Damage or Destruction By Fire or Other Casualty 8.1. In the event of fire or other damage to the Leased Premises, Lessee and agents of Lessee, agree to waive their rights of subrogation and recovery against Lessor, their agents, their corporate officers, directors, and employees, and Boards. 8.2. Lessee shall immediately notify Lessor of any damage to the Leased Premises by fire or other physical damage loss, if the Leased Premises shall be damaged by fire or other physical damage, the damage to the Leased Premises, including damage to Lessee's alterations, shall be repaired with clue diligence by and at the 9 expense of Lessee, to a condition substantially equivalent to that which existed immediately prior to such damage. Such repairs shall be approved by the Lessor in writing before they are commenced. 8.3. From the date that Lessor receives actual notice of the occurrence of property damage to the Leased Premises, until the date on which Lessee shall have substantially completed the repairs in accordance with the provisions of this Section, if the damage by lire or other physical damage was not caused by or contributed to by any act(s) of Lessee, its employees or agents, then the Rent shall be abated in the proportion which the area of the part of the Leased Premises which is not usable by Lessee bears to the total area of the Leased Premises. 8.4. Anything in Section 8.2 not to the contrary, if (i) by reason of fire or other physical damage the Premises of Leased Premises are rendered unusable, or (ii) if the Leased Premises shall be damaged by fire or other physical damage to the extent of fifty (50%) percent or more of its replacement costs, then at the option of either Lessor or Lessee, and upon notice delivered to either Party not more than thirty (30) days following the damage, this Lease may be terminated. If an election to terminate this Lease is exercised, then this lease shall expire upon the 30th day after such notice is given and Lessee shall vacate the Leased Premises and surrender the same to Lessor in accordance with the applicable provisions of this Lease. 8.5. Lessor shall not be liable for delays occasioned by adjustment of losses from insurance carriers so long as Lessor shall proceed in good faith. 9. Default 9.1. In the event of a default by either Lessor or Lessee, the Party alleging the default shall mail to the other Party details of the alleged default and allow thirty (30) days 10 to correct same. If the alleged default is not corrected within the thirty (30) days, then this Lease may be terminated, 10. Rights to be Cumulative 10.1. It is agreed that all rights, remedies and benefits provided by this Lease shall be cumulative, and shall be exclusive of any other said rights, remedies and benefits allowed by law. One or more waivers of any covenant or condition by Lessor shall not be construed as a waiver of a further breach of the same covenant or condition. 11. Addresses for Written Notice 11.1. Whenever under this Lease a provision is made for notice of any kind it shall be deemed sufficient notice and service thereof if such notice to the Lessor is in writing addressed to the County of Oakland, Property Manager, 1 Public Works Drive, Waterford, Michigan 48328: and if such notice to the Lessee is necessary it shall be done in writing and addressed to the Lessee at the following addresses: Road Commission for Oakland County, 31001 Lasher Road, Beverly Hills, Michigan, 48025 and Road Commission for Oakland County, Signal Systems Engineer, 1200 N. Telegraph Road, Bldg. 49 West, Pontiac, Michigan 48341. All notices shall be mailed by registered or certified mail, postage prepaid, return receipt requested: or, if delivered by other means, when received by the other party, with written evidence of such receipt at the addresses above stated, or at such other address as may be hereafter furnished to the other party by like notice. All notices shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced by the date noted in writing on the return receipt). 11 12. Governing Law 12.1. This Lease shall be interpreted under and governed by the laws of the State of Michigan. 12.2, It is agreed that the work to be performed in the TOG is a governmental function and it is the intention of the Parties hereto that this Lease shall not in any manner be construed to waive the defenses of governmental immunity which either or both of the Parties possess. 13. Assignment of Lease 13.1. Due to the sensitive nature of the Premises and the Leased Premises, Lessee acknowledges that it shall have no right to assign this Lease Agreement, or to sub-lease any portion of the Leased Premises. 14. Third Party Beneficiaries 14.1. It is the intention of the Parties hereto, that this Lease is not made for the benefit of any third party. 15. Miscellaneous 15.1. It is agreed that in this Lease the word "he" shall be used as synonymous with the words "she", "it", and "they", and the word his is synonymous with "her", "its", and "their. 15.2. The covenants, conditions and agreements made and entered into by the Parties hereto are declared binding on their respective heirs, successors, representatives and assigns. 12 IN WITNESS WHEREOF, the Parties hereunto have set their hands the day and year first above written. IN WITNESS WHEREOF, BRENT 0. BAIR; Managing Director of the Road Commission for Oakland County, on behalf of the ROAD COMMISSION FOR OAKLAND COUNTY, a Public Body Corporate, hereby accepts and binds the ROAD COMMISSION FOR OAKLAND COUNTY to the terms and conditions of this Lease on this day of 2010. WITNESSED BY: ROAD COMMISSION FOR OAKLAND COUNTY, a Public Body Corporate as LESSEE By: Brent 0. Bair, Managing Director IN WITNESS WHEREOF, BILL BULLLARD, Jr., Chairperson of the Oakland County Board of Commissioners, on behalf of the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation, hereby accepts and binds the COUNTY OF OAKLAND to the terms , 2010. and conditions of this lease on this day of WITNESSED BY: COUNTY OF OAKLAND, a Michigan Constitutional and Municipal Corporation as LESSOR By: Bill Bullard, Jr., Chairperson 13 lanenArea in Back by Planner II Office Dry eraser board Han by Kitchen Radio equipment Employee first aid kit AED (Defibrillator) Attachment B RCOC EQUIPMENT W25 Control Room and Area Behind Video Wall Curved Computer Console Flat Panel TV's Projectors Projector screen Video cabinets and all video components Computer shelving units and components 1023 Equipment Room VCR shelving unit Wall Mounted Video Equipment 1022 Network Closet SCATS equipment Line isolation units Phone line equipment Network shelving and components Aft communications and network equipment gigg Slane( Operations Eneineer Office Dry eraser board 1007 Conference Room Dry eraser board Video equipment cabinet and components in closet Video Projector Da-Lite projector screen Projector speakers 14 'TR Attachment A RCOC Suite hrti. AU, 037 - INFORMATtON TECHNOLOGY - KEY RCOG SUITE Resolution #10292 November 3, 2010 The Chairperson referred the resolution to the Finance Committee, There were no objections. FISCAL NOTE #10292 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL AND ACCEPTANCE OF LEASE AGREEMENT WITH THE ROAD COMMISSION FOR OAKLAND COUNTY — TRAFFIC INFORMATION CENTER LOCATED IN THE INFORMATION TECHNOLOGY BUILDING TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen . Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. Pursuant to Miscellaneous Resolution #07020 a lease agreement between the County of Oakland and the Road Commission for Oakland County was approved for use of approximately 6,540 square feet of office space in the basement of the information Technology Building for use as a Traffic Operations Center. The current lease expires on July 31, 2011. 2. The Road Commission for Oakland County has requested a new lease for an additional two year term. 3. The Department of Facilities Management with the assistance of Corporation Counsel has negotiated terms and conditions of the new lease with the Road Commission of Oakland County 4. The lease agreement provides for the continued use of approximately 6.540 square feet of office space in the Information Technology Building by the Road Commission of Oakland County from August 1,2011 until July 31, 2013 at the rate of $14.36 per square foot with annual increases or decreases based on County operation and maintenance costs. 5. The FY 2011/2013 Facilities Maintenance & Operations Division Revenue Budget includes a provision for receipt of the lease payments in the External Agencies Revenue account (#63100-1040702-140010-635017). 6. The estimated cost to operate and maintain the leased space for FY 2011, as calculated by Facilities Maintenance & Operations Division, is S147.218 and lease payment to Oakland County will be $93.914. The difference is attributed to the use of 6,540 net square footage agreed to in the lease document versus the gross square footage of 10,250. The Facilities Maintenance & Operations Fund Balance is sufficient to cover the $53.304 difference, No budget amendment is required. qffAnICE COVIcaTetEk VAAt„--11--.1e FINANCE COMMITTEE Motion carried on a roll call vote with Greimel voting no Resolution #10292 November 18, 2010 Moved by Scott supported by Coleman the resolution (with fiscal note attached) be adopted. Discussion followed. Moved by Greimel supported by Woodward the resolution be amended as follows: The resolution and the corresponding lease to charge the Road Commission $147, 218 in annual rent, which is the estimated cost to Oakland County to operate and maintain the leased space. Discussion followed. Vote on amendment: AYES: Coulter, Gershenson, Greimel, Hatchett, Jackson, Nash, Woodward, Zack, Burns, Coleman. (10) NAYS: Douglas, Gingell, Gosselin, Jacobsen, Long, McGillivray, Middleton, Potts, Runestad, Schwartz, Scott, Taub, Bullard. Capella (14) A sufficient majority having voted opposed, the amendment failed. Moved by Scott supported by Coleman the resolution (with fiscal note attached) be adopted. Vote on resolution AYES: Douglas, Gingell, Gosselin, Jacobsen, Long, McGillivray, Middleton, Potts, Runestad, Schwartz, Scott, Taub, Woodward, Zack, Bullard, Burns, Capella, Coleman, Coulter. (19) NAYS: Gershenson, Greimel, Hatchett, Jackson, Nash. (5) A sufficient majority having voted in favor, the resolution (with fiscal note attached) was adopted. THE FOREGOiN3 ACTING PURSUANT TO 1973 PA 139 STATE OF MICHIGAN) COUNTY OF OAKLAND) Ruth Johnson. Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on November 18, 2010. with the original record thereof now remaining in my office. In Testimony Whereof. I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac. Michigan this 18 th day of November, 2010. eat Ruth Johnson, County Clerk