HomeMy WebLinkAboutResolutions - 2012.03.22 - 20087MISCELLANEOUS RESOLUTION #12053
BY: Planning and Building Committee, David Potts. Chairperson
IN RE. DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL AND ACCEPTANCE OF
LEASE AGREEMENT WITH MICHIGAN BELL TELEPHONE COMPANY (AT & T MICHIGAN),
EQUIPMENT ROOM, OAKLAND COUNTY COURTHOUSE BASEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, the Michigan Bell Telephone Company (A T & T Michigan) has provided and
operated the County's Centrex telephone system and related features and equipment from the basement
of the Oakland County Courthouse since 1988; and
WHEREAS, the County presently operates its own primary telephone system; and
WHEREAS, the Centrex telephone system, as provided and operated by the Michigan Bell
Telephone Company, is presently utilized as a back-up telephone system; 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
Michigan Bell Telephone Company (d/b/a A T & T Michigan); and
WHEREAS, pursuant to the terms and conditions of said lease the agreement states that in lieu
of rent the Michigan Bell Telephone Company will continue to use approximately 1,348-sf (gross) of
equipment room space in the basement of the Oakland County Courthouse for the purpose of providing,
operating and maintaining an emergency backup telephone system, and the County will furnish all
lighting, heat and electricity; and
WHEREAS, the term of the lease shall commence on March 20, 2012, and shall expire on March
19, 2017, unless terminated pursuant to the terms of the attached lease agreement; and
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 Michigan
Bell Telephone Company (d/b/a A T & T Michigan).
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 Michigan Bell Telephone Company (d/b/a
AT & T Michigan).
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 roll call vote with Jackson abstaining and Gosselin absent.
LEASE AGREEMENT
This LEASE is entered into as of 2012, between the
COUNTY OF OAKLAND, a Michigan Constitutional Corporation, 1200 N. Telegraph
Road, Pontiac, Michigan 48341 (hereafter COUNTY) and Michigan Bell Telephone
Company, a Michigan corporation (d/b/a AT&T MICHIGAN) with offices located at 225
West Randolph St., Floor 13A, Chicago, IL 60606 (hereafter AT&T) as follows:
AT&T agrees to provide the Centrex lines, Litespan and SLC described in Exhibit
, which is attached and incorporated herein
Michigan Bell Telephone Company is now known as Michigan Bell Telephone
Company (d/b/a AT&T Michigan)
In consideration of mutual covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, COUNTY and AT&T hereby agree to the following:
§1. LEASED PREMISES
1.1. COUNTY grants to AT&T a LEASE to occupy and use the premises
("Premises") consisting of approximately 1,348.0 gross square feet and
located on the premises of the Oakland County Courthouse, Room C-21-B,
1200 N. Telegraph Road, Pontiac, Michigan ("Building").
§2. TERM
2.1. The term of this LEASE shall commence as of March 20, 2012, and shall
continue through March 19, 2017, unless extended or terminated as
provided for in this LEASE.
§3. CONSIDERATION
3.1. In consideration for this Agreement AT&T agrees to provide COUNTY with
emergency telephone back up services in the event that COUNTY'S
independent telephone system is inoperable. Further, AT&T agrees to
maintain and keep in good repair any and all of its equipment in the
Premises necessary to provide COUNTY with emergency telephone back-
up services.
§4. USE AND ACCESS
4.1. AT&T shall occupy and use the Premises for the exclusive purpose of
accommodating AT&T'S equipment, facilities, lines, or cables (collectively,
the "Equipment") and for the generation, reception, transportation and
distribution of telecommunications, data, and video signals to and from the
Equipment, and for no other purpose without the written consent of
COUNTY.
4.2. Upon compliance with COUNTY'S security procedures, AT&T'S agents and
employees may enter the Premises, 24-hours per day for the purpose of
installing, inspecting, changing, removing, maintaining, or repairing AT&T'S
Equipment. AT&T must contact Courthouse Security prior to entering the
Premises after COUNTY's normal working hours.
4.3. AT&T shall permit COUNTY, its agents, employees, or contractors to enter
the Premises without notice to examine, inspect, and protect the Building
and Premises.
§5. INSTALLATION AND MAINTENANCE
5.1. AT&T, coordinating with COUNTY'S personnel, shall install and maintain its
Equipment at its own expense and in a reasonable and prudent manner so
as not to interfere with COUNTY'S operations and activities.
§6. UTILITIES
6.1. COUNTY shall furnish, at its cost and expense, all lighting, heat, and
electricity. If any utility is disrupted, suspended, or discontinued for any
reason, COUNTY shall make all reasonable efforts to reestablish such
service as quickly as possible. AT&T shall not be entitled to any
reimbursement for losses, compensation, or damages associated with utility
disruption, unless AT&T suffers actual damages due to the unlawful or gross
negligence of COUNTY, its agents, or employees.
§7. RELOCATION
7.1. In the event that it becomes necessary to relocate AT&T'S Equipment due to
building, remodeling, or otherwise, COUNTY shall, upon thirty (30) days
advance notice to and consent of AT&T and at AT&T'S sole expense,
relocate the Equipment to another suitable site within the Oakland County
Service Center structure, which is mutually agreed to by the Parties.
Consent shall not be unreasonably withheld.
§8. INSURANCE
8.1. The following insurance, and/or self-insurance, shall be obtained and
maintained for the term of this agreement:
8.1.1. Comprehensive General Liability Broad Form Endorsement
($1,000,000/1,000,000 CSL) with the following as minimum
requirements:
Broad Form Property damage;
8.1.1.2. Broad Form Contractual (Blanket);
8.1.2. Workers' Compensation (as required by Michigan State Law);
Employer's Liability ($100,000).
8.1.3. Automobile Liability with minimum limits of $1,000,000.00 Combined
Single Limit Automobile Liability per occurrence including hired and
leased vehicles, and owned and non-owned. No-Fault coverage as
required by law
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8.1.4. AT&T shall name the County of Oakland as an additional insured and
shall provide a Certificate of Insurance and/or Evidence of Self-
Insurance evidencing the above required insurance and
requirements.
8.1.5. All Certificates of Insurance or other evidence of self-insurance are to
provide 30 days notice of material changes or cancellation.
Certificates of Insurance and/or self-insurance must be provided to
COUNTY. Upon AT&T'S failure to provide evidence of insurance,
COUNTY may at their option, obtain such insurance and the cost
thereof shall be due and payable to COUNTY. Insurance carriers are
subject to the reasonable approval of COUNTY and must be licensed
or admitted in the State of Michigan.
8.1.6. WAIVER OF RIGHT OF SUBROGATION: With regard to the
premises and/or contents, that to the extent that a ioss is covered by
insurance, COUNTY agrees that AT&T (their agents, employees
and/or servants) shall not be liable to COUNTY, and COUNTY shar
not be liable to AT&T, for any loss resulting directly or indirectly from
losses such as but not necessarily limited to fire, explosion, smoke
damage, vehicle damage, aircraft damage, riot and civil commotion,
vandalism and malicious mischief.
§9. ASSIGNMENT
9.1. AT&T shall not assign in whole or part this LEASE without prior written
consent of COUNTY. Consent shall not be unreasonably withheld by
COUNTY.
§10. INDEMNIFICATiON
10.1. The COUNTY, its agents and employees shall not be liable for any loss,
damage, injuries, or other casualty of whatsoever kind or by whomsoever
caused, to the person or property of anyone (including AT&T) on or off the
Premises, arising out of or resulting from AT&T'S use, possession or
operations at the Premises, or from defects in the Premises whether
apparent or hidden, or from the installation, existence, use, maintenance,
condition, repair, alteration, removal or replacement of AT&T Equipment
thereon. AT&T for itself, its heirs, executors, administrators, successors and
assigns, hereby agrees to indemnify and hold COUNTY, its agents and
employees harmless from and against any and all claims, demands,
liabilities, suits or actions (including all reasonable expenses and attorneys'
fees incurred by or imposed on COUNTY in connection therewith) for any
loss, damage, injury or other casualty arising on account of AT&T'S use,
possession or operations at the Premises. UNDER NO CIRCUMSTANCES,
INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL COUNTY BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR OTHER DAMAGES IN TORT, CONTRACT,
PRODUCT LIABILITY OR UNDER ANY OTHER THEORY OF LAW
RESULTING FROM THE INSTALLATION, OPERATION, AND/OR
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REMOVAL OF AMERITECH'S EQUIPMENT, FACILITIES, LINES OR
CABLE.
§11. DAMAGE TO PREMISES
11.1. If any of the Premises are damaged or destroyed in whole or in part by fire
or other casualty so as to substantially deprive AT&T of occupancy or use of
the Premises, or, if the access to the Premises is substantially damaged,
destroyed or declared to be unsafe, the LEASE shall terminate. If the
Premises was damaged less than described above, if practicable, COUN -,-%
shall grant AT&T access to the Premises during the period of repair or
reconstruction.
§12. SURRENDER OF PREMISES
12.1. Upon the expiration, early termination, or default of this LEASE by AT&T,
AT&T shall surrender to COUNTY the Premises broom clean and in the
same order and condition in which AT&T received them, the effects of
ordinary wear and tear and casualty excepted. AT&T shall prior to the
expiration of the term remove all of AT&T'S Equipment and personal
property from the Premises. Any damage to the Premises caused by such
removal shall be repaired by AT&T prior to surrender. At COUNTY'S option,
if AT&T fails to remove such Equipment and personal property 60 days
following lease termination then the same may be removed by COUNTY
and disposed of or stored at AT&T'S expense.
§13. DEFAULT
13.1. If default shall be made by AT&T in the performance or compliance with any
of the terms, covenants or conditions in this LEASE, then upon receiving
notice from COUNTY, specifying the items in default, AT&T shall have ten
(10) business days to cure the same. If the default cannot be cured within
said ten (10) day period, then AT&T shall attempt to cure such default with
due diligence for such period as may be practicable to cure the default, but
in no event shall AT&T take longer than sixty (60) business days, unless the
inability to cure is the result of force majeure. Except as otherwise provided
in this Section, if at the end of the sixty (60) day period the default is not
cured, then COUNTY may terminate this LEASE by written notice to AT&T.
13.2. For the purposes of this LEASE force majeure shall mean delays due to
strikes, lockouts, labor troubles, inability to procure labor or materials or
reasonable substitutes therefor, failure of power, governmental
requirements, restrictions or Laws, fire or other casualty damage, war or civil
disorder, or other causes beyond the reasonable control of AT&T.
§14. ABANDONING OR VACATING PREMISES
14.1. If AT&T abandons or vacates the Premises for a period of sixty (60) days,
then the COUNTY may terminate this LEASE upon thirty (30) days written
notice to AT&T.
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§15. RIGHT TO TERMINATE IF AT&T IS NO LONGER PROVIDING SERVICE TO
COUNTY
15.1. If AT&T is no longer providing service through the Equipment to any building
on the County Complex, including Boy Scouts, Credit Union or Farmers
Market, or emergency telephone back up service for the County, either party
shall have the right to terminate this Lease by giving at least ninety (90)
days advance written notice to the other party and AT&T shall vacate the
premises by the effective date of termination.
§16. CAPTIONS AND HEADINGS
16.1. The captions and section numbers appearing in this LEASE are inserted
only as a matter of such convenience and are not intended to define, limit,
construe or described the scope or intent of such provision. This LEASE
shall constitute the entire agreement of the parties hereto; all prior
agreements between the parties whether written or oral, are merged herein
and shall be of no force and effect.
§17. SEVERABILITY
17.1. If any provision of this LEASE is held invalid or unenforceable, such
provision shall be deemed deleted from this LEASE and/or shall be replaced
by a valid and enforceable provision which so far as possible achieves the
same objectives as the severed provision was intended to achieve, and the
remaining provisions of this agreement shall continue in full force and affect.
§18. GOVERNING LAW AND COMPLIANCE
18.1. Governing laws/consent to jurisdiction and venue. This LEASE shall be
governed, interpreted, and enforced by the laws of the State of Michigan.
Except as othervvise required by law or court rule, any action brought to
enforce, interpret, or decide any Claim issue arising under or related to this
LEASE shall be brought in the Sixth Judicial Circuit Court of the State of
Michigan, the Fiftieth District Court of the State of Michigan, or the United
States District Court for the Eastern District of Michigan, Southern Division,
as dictated by the applicable jurisdiction of the court. Except as otherwise
required by law or court rule, venue is proper in the courts set forth above.
The choice of forum set forth above shall not be deemed to preclude the
enforcement of any judgement obtained in such forum or taking action under
this LEASE to enforce such judgement in any appropriate jurisdiction.
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§19. NOTICES
19.1. Any notice required or permitted by this LEASE shall be in writing and
delivered in person or deposited in the U.S. Mail, postage prepaid as
foliows:
LANDLORD:
County of Oakland
Department of Corporation Counsel
1200 North Telegraph Road
Pontiac, Michigan 48341
TENANT: ..
AT&T Michigan
Director-Real Estate Services
225 West Randolph St., Floor 13A
Chicago, IL 60606
With copies to:
AT&T General Attorney
Whitacre Tower
208 S. Akard Street, #3137
Dallas, Texas 75202
19.2. Notice shall be deemed given under this LEASE when actually received or
refused.
§20. ENTIRE AGREEMENT
20.1. The making, execution and delivery of this LEASE by the COUNTY and
AT&T have been induced by no representations, statements, warranties, or
agreements other than those expressed. This LEASE embodies the entire
understanding of the Parties and there are no further or other agreements or
understandings, written or oral, in effect between the Parties. This
instrument may be amended or modified only by an instrument of equal
formality signed by the duly authorized officers of the respective Parties.
6
DATE:
FOR Michigan Bell Telephone Company (d/b/a AT& T Michigan):
BY:
Debra J. Kraft
CRE Portfolio Manager
.f...eeA appeared in person before me this day and executed this LEASE on
behalf of AT&T Michigan and acknowledged to me under oath that
ffs'RT 1/6()P7 - has taken all actions and secured any and all
necessary approvals and authorizations and has the requisite authority from AT&T
Michigan to fully and completely obligate and bind AT&T Michigan to the terms and
conditions of this LEASE.
Subscribed and sworn to before me on this
/st,i147-Pie,ui
, Notary Public
ate of Ohio, COunty of Cuyahoga
My commission expires gq/3
Acting in the County of Cuyahoga.
PATRICIA A. wry.,
ROTARY PUBLIC • STATE OF OK
Recorded in
My commission ereslisay 6.2b13
FOR OAKLAND COUNTY:
BY:
day of -1----:—E6e)4ki/ , 2012.
DATE:
Michael J. Gingell.
Chairperson, Oakland County Board of Commissioners
Subscribed and sworn to before me on this day of , 2012.
/s/
, Notary Public
State of Michigan, County of
My commission expires
Acting in the County of
7
1600
1600
1600
1600
1600
1600
1000
1000
1000
1600
1600
1600
1600
1600
1600
1600
1600
1600
1600
Exhibit I
Ameritech Services
Number lAccount Notes
452-2237
452-2238
452-2289
454-0530
454-0531
454-0532
454-0533
454-0534
454-0535
454-0536
454-0537
454-0538
454-0539
I454-0540
454-0541
I454-0542
1454-0543
454-0544
454-0545
.454-0546
454-0547
454-0548
1454-0549
.454-0550
454-0551
.454 -0552
1600ICell 911 #1
Cell 911 #2
VM
B/U Centrex
B/U Centrex
1600 B/U Centrex
1600 B/U Centrex
1600 B/U Centre>:
1600 B/U Centrex
1600 B/U Centrex
1600 B/U Centrex
1600IB/U Centrex
1600,B/U Centrex
16001 B/U Centrex
16001B/U Centrex
1600 B/U Centrex
1600 B/U Centrex
1600 B/U Centrex
1600 B/U Centrex
1600,B/U Centrex
1600 B/U Centrex
1600 B/U Centrex
1600 B/U Centrex
1600 B/U Centrex
B/U Centrex
1600
1600
1600
1600
1600
1600
1600
1600
1600
1600
1600
454-0553 1600IB/U Centrex
454-0554
1454-0555
454-0556
454-0557
454-0558
454-0559
454-0560
454-0561
454-0562
454-0563
454-0564
454-0565
454-0566
454-0567
454-0568
454-0569
454-0570
454-0571
454-0572
1454-0573
454-0574
1600IB/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
1600IB/U Centex
1600IB/U Centrex
1600IB/U Centrex
1600IB/U Centrex
1600IB/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
I
1600 454-0579 B/U Centrex
VM 858-1249 1600
VM 858-1643 1600
VM 858-1644 1600
858-4016 1600 VM
858-4024
858-4036
858-4056
858-4062
1600
1600
1600
1600
VM
VM
VM
VM
858-4067
858-5467
858-5501
1600
1600
1600
VM
Cell 911 #3
Cell 911 #4
1000 This is the lead number for VM 858-5600
858-8960
858-8961
UGPA 653616.001
VM
VM
SMDI to Centigram
1600
1600
Number: Existing
OC Centrex
number, circuit ID,
calling card ID, or
Directory Listing
Account: Existing OC
Ameritech account -
either 858-1000 or 858-
1600
Exhibit I
Ameritech Services
Number Account Notes
454-0575
454-0576
454-0577
454-0578
1000
1600
1600
1600
B/U Centrex
B/U Centrex
B/U Centrex
B/U Centrex
Directory Listings
Directory Listings
see p1-21 from 6/9/01
CSR
ICSR p1-27 from 6/9/01
16001CSR
1000
2
Resolution #12053 March 7, 2012
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #12053) March 22, 2012
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL AND ACCEPTANCE OF
LEASE AGREEMENT WITH MICHIGAN BELL TELEPHONE COMPANY (AT&T MICHIGAN),
EQUIPMENT ROOM, OAKLAND COUNTY COURTHOUSE BASEMENT
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. The resolution approves and authorizes a lease agreement between the County
of Oakland and the Michigan Bell Telephone Company (AT&T Michigan) for use
of approximately 1,348 gross square feet of equipment room space in the
basement of the Oakland County Courthouse.
2. AT&T Michigan has provided and operated the County's Centrex telephone
system since 1988, which is presently used as an emergency back-up telephone
system to the County's present telephone service provider.
3. Pursuant to terms and conditions of the lease, in lieu of rent, AT&T Michigan will
continue to use the equipment room space in the basement of the Courthouse for
the purpose of providing, operating, and maintaining an emergency back-up
telephone system for the County.
4. The County will furnish all utilities for the equipment room space.
5. The term of the lease will commence March 20, 2012 and will expire March 19,
2017.
6. No budget amendment is required.
FINANCE COMMITTEE
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
Resolution #12053 March 22, 2012
Moved by Taub supported by Woodward the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Crawford, Dwyer, Gershenson, Gosselin, Hatchett, Hoffman, Jackson, Long, Mat's,
McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub, Weipert, Woodward,
Zack, Bosnic, Covey. (23)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted (with accompanying reports being accepted).
I HEREBY APPROVE), FOREGQING RilLUTION
.7•7' 3r,
,
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., 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 March 22,
2012, 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 22nd day of March, 2012.
Bill Bullard Jr., Oakland County