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HomeMy WebLinkAboutResolutions - 2013.09.19 - 21014MISCELLANEOUS RESOLUTION # 13247 September 19, 2013 BY: Planning and Building Committee, Jim Runestad, Chairperson IN RE: DEPARTMENT OF FACILITIES MANAGEMENT/DEPARTMENT OF HEALTH AND HUMAN SERVICES — USE OF SPACE IN THE SOUTH OAKLAND HEALTH CENTER BY THE STATE OF MICHIGAN To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the State of Michigan, Department of Community Health (MDCH), HIV Office needs to relocate its office currently located in the Herman Kiefer Health Complex, Detroit, Michigan; and WHEREAS there is currently vacant space in the South Oakland Health Center (SOHC) that would meet the needs of the HIV Office; and WHEREAS the Oakland County Departments of Health and Human Services and Facilities Management supports and recommends the use of this vacant space in the SOHC by the HIV Office; and WHEREAS all costs associated with maintaining this vacant space are currently paid for by the County general fund; and WHEREAS the document that would permif and govern the use of the space in the SOHC would be an amendment to the Comprehensive Planning, Budgeting, and Contracting (CPBC) Agreement between the State of Michigan and Oakland County, which is attached hereto; and WHEREAS the terms and conditions contained in the attached amendment will be incorporated into the CPBC Agreement between the State of Michigan and Oakland County; and WHEREAS, the terms and conditions contained in the attached amendment must be approved prior to October 1, 2013 and prior to the approval of the CPBC grant, because the HIV Office will not have space to runs its operations after October 1, 2013; and WHEREAS without space to run its operations, the HIV Office will not be able to provide services to the citizens of the State of Michigan; and WHEREAS the approval of the CPBC Agreement will not be until November or December 2013; and WHEREAS the attached amendment would allow the HIV Office to locate and run its operations in the SOHC and use 1,674 square feet of space prior to the approval of the CPBC Agreement; and WHEREAS the terms and conditions in the attached amendment require the MDCH to pay the County's full building rates ($14.24 per square foot for FY2014 with increases or decreases as set by the Board of Commissioners on an annual basis) as well as to reimburse the County for other costs of using the SOHC and other County equipment (telephone and internet), thus bringing in new revenue to cover the costs for maintaining the space in the SOHC; and WHEREAS any and all other one-time costs incurred by the County for the relocation the HIV Office in the SOHC will be borne by the Health and Human Services Department and are estimated to be $3,400; and WHEREAS the Departments of Health and Human Services and Facilities Management, with the assistance of Corporation Counsel, negotiated the terms and conditions in the attached PLANNING AND BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote. amendment, have reviewed and/or prepared all necessary documents related to the attached amendment, and recommend its approval. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners . appm.‘.1ra.s .and....ant.s.. the ..t.crm the. attached amendmgratfr,r, .1,;674 • square feet of space in the South Oakland Health Center at 27725 Greenfield Road in Southfield, rooms 56A, 56B, 560, 57A, 58A, and 78. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or designee to execute the attached amendment and all other related documents between the County and MDCH which may be required for the use of such space. Chairperson, on behalf of the Planning and Building Committee, f move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE Department nr Facilities Manawnent fealties Maintenance &Openatbna DIvIsion Feaies EnGineerina %vision Fadkties Planning Gn>up 3.5,16.5 A95:5C-Pre4OR PtAT,EZeg,, FIGURE I CHECK,- 0.442 Fxr, NORTH 031 — SOUTH OAKLAND HEALTH CENTER ,,FT,ATER SECOND FLOOR 116, 1_ 3 Contract #: 20130427-04 Amendment Number: to the Grant Agreement Between Michigan Department of Community Health, hereinafter referred to as the "Department" and County of Oakland, hereinafter referred to as the "Local Governing Entity" on Behalf of Health Department Oakland County Department of Health and Human Services/ Health Division 1200 N. Telegraph Rd., Pontiac MI 48341 0432, Federal 1.D. #: 38-6004876, hereinafter referred to as the "Contractor." L AMENDMENT PURPOSE AND JUSTIFICATION. a. The purpose of this Amendment is to allow the Department to locate the State HIV Office in the South Oakland Health Center, 27725 Greenfield Road, Southfield, MI 48076. b. To reimburse the Local Governing Unit for costs associated with the location of the State HIV Office in the South Oakland Health Center by adjusting the funding levels of the Comprehensive Agreement, as reflected in Attachment IV. c. It is understood and agreed that all other conditions of the original Comprehensive Agreement remain the same, except as provided in this Amendment. d. The Parties agree to the following tetnis and conditions for the use of the South Oakland Health Center, as set forth below: II. USE AGREEMENT. 1. Use of Property. The Local Governing Entity agrees to allow the Department to use the property described herein pursuant to the terms and conditions set forth in this Amendment and for the purposes set forth in this Amendment. 1.1. Location and Description of Property. The property/space which is subject to this Amendment is located in the South Oakland Health Center, 27725 Greenfield Road, Southfield, MI 48076 and includes all common areas in the South Oakland Health Center. The property/space in the South Oakland Health Center consists of approximately 1,674 square feet on the second floor of the South Oakland Health Center (rooms 56A, 56B, 56C, 57A, 58A, and 78) and is further illustrated in Figure 1 on page of this Amendment (hereinafter "Property"). Figure 1 is fully incorporated by referenced into this Amendment. The term "Common Areas" shall include lunchroom area, service corridors, pedestrian sidewalks, stairways, hallways, bathroom area, landscaped areas, parking areas, access roads, driveways, loading areas, lighting and facilities which may be furnished by the Local Governing Entity in or near the building where the Property is located and are designated from time to time by the Local Governing Entity as Common Areas. The Department and its uoltioltrys, i-.0;ontr.t.tOurs 1-n-ly :7E11E17 persaas on the Property because of the Department's use of the Property shall have right to access the Common Areas, but the Local Governing Entity may place reasonable restrictions on the Common Areas, e.g., restricting access to certain restrooms to employees of the Local Governing Entity and the Department. 1.2. Use of Property. The Property may only be used by the Department to house the State HIV Office and for administrative, business and programmatic operations associated with such office. 1.3. Term. The term of this Amendment shall commence upon execution by both parties ("Effective Date") and shall end upon termination or cancellation of the Comprehensive Agreement, unless terminated as provided in Section 7 of this -Amendment. This Amendment shall be renewed annually upon the Effective Date, unless the Comprehensive Agreement is terminated or unless this Amendment is terminated as provided in Section 7 of this Amendment. 1.4. Fee for Use of Property and Payment Terms, 1.4.1. License Fee. The Department shall pay the Local Governing Entity a license fee for the use of the Property, as set forth below. The Department understands and accepts that the Oakland County Board of Commissioners sets an annual "gross square footage rate" for all Oakland County property on October 1 st of each year. This "gross square footage rate," set by the Oakland County Board of Commissioners, shall be the license fee for this Amendment (hereinafter "License Fee"). The License Fee is in effect from October 1 g until September 30 th of the following year. The License Fee in effect upon execution of this Amendment is fourteen dollars and twenty-four cents ($14.24) per square foot per year, payable in quarterly installments of five thousand nine hundred and fifty-nine dollars and forty- four cents ($5,959.44). During the term of this Amendment, on each October 1, the License Fee will be adjusted up or down, based upon the "gross square footage rate" set by the Oakland County Board of Commissioners. 1.4.2. Telephone Fee. The Department shall pay, to the Local Governing Entity, $28.00 per month per telephone line (hereinafter "Telephone Fee"). 1.4.3. IT Operations Fee. The Department shall pay, to the Local Governing Entity, $55.00 per month for Intemet/ISP service (hereinafter "IT Operations Fee). 1.4.4. One Time Fees. The Department shall pay the Local Governing Entity two thousand five hundred dollars and no cents ($2,500.00) for the installation of a door which shall serve as the entrance to the Property for the Department. The Department shall also pay the Local Governing Entity eight thousand seven hundred and eighty dollars and no cents ($8,780.00) for the installation of telephone lines, intemet connections and U-Verse connections. The fees contained in this Section are one-time fees. 1.4.5. The License Fee, Telephone Fee, IT Operations Fee, and any other fees or costs due to the Local Governing Entity under this Amendment are due and payable, in advance, on a quarterly basis (January 1, April 1, July 1, and October 1). The Local ' Depaa-m7.0ant c)f ;1 fern and costs owed under this Amendment. The Department shall pay such invoice within 60 days of receipt. If this Amendment commences upon a date other than the first day of a quarter, then the License Fee shall be pro-rated per day. 1.5. The Department shall not place any signs or advertisements on the Property without the prior written consent of the Local Governing Entity's Director of Facilities Management or his/her successor. 1.6. The Department shall keep the Property and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 1.7. The Department acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. 1.8. The Department shall not assign or in any manner transfer its rights under this Amendment. 1.9. At the expiration or termination of this Amendment, the Department shall leave the Property in the same condition that the Department found it and clean of all rubbish. The Department shall remove of all of its personal property within thirty (30) days of expiration or termination of this Amendment. If the Department does not remove its personal property within the thirty (30) day period, the Local Governing Entity shall dispose of the personal property and bill the Department for any costs associated with the disposal. 2. Department Responsibilities. 2.1. The Department shall provide all its office supplies and computer equipment for its business, administrative and programmatic operations on the Property. 2.2. The Department and all persons performing work on behalf of the Department shall not in any manner hold themselves out to be agents or employees of the Local Governing Entity. 2.3. The Department shall keep any personal property located or stored at the Property in good order and repair. The Department shall conduct its operations at the Property, so as not to cause harm to the Property and keep it in good order and repair and in a clean, safe, and healthful condition. 2.4. The Department is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for use of the Property. 3. Local Governing Entity Responsibilities. 3.1. Maintenance and Repairs. 3.1.1. The Local Governing Entity shall maintain and keep the Property in good repair, including, but not limited to, the roof, ceilings, walls, floors, foundations, electrical and plumbing systems, sidewalks, common areas, parking areas, exterior glass, heating and cooling systems, and the replacement of light bulbs. If any repairs to the Property are required (except for normal wear and tear), as a result of the Department's actions or the actions of its employees, agents, customers, licensees or :VI h 4:4; 64 y 51!?1;.4 such repuirs Department shall be responsible for all costs associated with such repairs. 3.1.2. The Local Governing Entity shall, at its sole cost and expense, operate and maintain the Common Areas, as defined herein. 3.2. Utilities. The Local Governing Entity shall provide all utilities, including gas, electricity, heat, and air conditioning, necessary for the Department's operations at the Property. The utility costs are contained in the License Fee; provided however, that the Department shall be responsible for all costs associated with the connection to the utilities and for all costs associated with any alterations, improvements or changes to the electrical/heating and cooling systems of the Property that are required because of the Department's use of the Property. The costs associated with the utility connections, alternations, improvements, or changes shall be in addition to the License Fee set forth in this Amendment. THE LOCAL GOVERNING ENTITY DOES NOT WARRANT THAT THE PROPERTY WILL HAVE UTILITIES/POWER/ELECTRICITY 100% OF TIME DURING THE TERM OF THIS AMENDMENT. 3.3. Services. 3.3.1. Property Services. The Local Governing Entity shall provide the following services for the Property: trash removal; snow and ice removal from sidewalks, steps and parking areas; complete parking lot and building maintenance; custodial services for Property and common areas; and lawn care services. The cost for the services listed in this Section is contained in the License Fee. 3.3.2. Telephones. The Local Governing Entity shall provide the Department with telephones and telephones lines for its operations at the Property. The fee for this service is contained in Section 1.4.2. 3.3.3. IT Services. The Local Governing Entity will create a private network in the South Oakland Health Center for the Department and provide the Department with an Internet/ISP connection. The fee for this service is set forth in Section 1.4.3. The Local Governing Entity shall not be responsible for maintaining the Department's server, including firewalls, OS patches, and backups. The Local Governing Entity is not responsible for providing or maintaining computer equipment, monitors, and any applications/software used by the Department. 3.3.4. Laboratory Services. The Contractor will assist the Department staff with shipping, packaging, and specimen preparation of incidence specimens when time permits. The Contractor will assist with shipping samples to the Michigan Department of Community Health Bureau of Laboratories. Neither the Contractor nor the Local Governing Entity shall be responsible for purchasing any supplies for this function and shall not be responsible for shipping costs. 3.4. Parking. The Local Governing Entity shall provide the Department with parking spaces for the Department's use or use by its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of the Department's use of the Property. Alterations/Additiunsffirip,rovements thP Pro P ,tte 4.1. Upon full execution of this Amendment, the Local Governing Entity shall install a door at the Property, which shall serve as an entrance to the Property for the Department. The costs for the installation of the door are contained in Section 1.4.4. 4.2, If the Department requests an alteration, addition or improvement to the Property, it must be approved by the Local Governing Entity's Director of Facilities Management or his/her successor and the Department shall be responsible for all costs associated with such alteration, addition or improvement to the Property. 4.3. All alterations, additions, or improvements to the Property shall be made by the Local Governing Entity or its contractors, unless prior written approval is given by the Local Governing Entity's Director of Facilities Management or his/her successor. 4.4. Any alterations, additions or improvements made to or upon the Property shall become an integral part of the Property and shall become the sole property of the Local Governing Entity immediately upon completion, unless the Local Governing Entity notifies the Department, prior to construction, that the alterations, additions or improvements shall be removed by the Department at the expiration or teimination of the Amendment. 5. Liability/Assurances. 5.1. Damage to Local Governing Entity Property. The Department shall be responsible for any damage to any Local Governing Entity property or facilities that is caused by the Department, its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of the Department's use of the Property. If damage occurs, the Local Governing Entity shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that the Department shall reimburse the Local Governing Entity for all costs associated with repairing and/or replacing the damaged property or facilities. 5.2. Damage to Department Property. The Department shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to the Department's personal property located, kept, or stored on the Property during the Department's use of the Property. 5.3. The Department shall be solely liable and responsible for any losses or damages to property or persons which arise out of the acts or omissions of the Department or its employees, agents, invitees, volunteers or subcontractors or which arise from the Department's or its employees', agents', invitees', volunteers' or subcontractors' use of the Property. 5.4. The Department shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon any Local Governing Entity property. 5.5. This Amendment does not and is not intended to impair, divest, delegate, or contravene any constitutional statutory, and/or other right, privilege, power, obligation, duty capacity or immunity of either Party. Insurance. The Department shall obtain and maintain the following insurance: TO BE INSERTED 7. Termination. Either Party may terminate this Amendment upon ninety (90) days written notice to the other Party for any reason. 8. Destruction of Property. 8.1. Except as otherwise provided herein, in the event, that the building, where the Property is located, is partially or entirely damaged or destroyed as a result of the Department's actions/non-actions or the actions/non-actions of the Department's employees, agents, invitees, volunteers, or subcontractors, the Local Governing Entity shall repair the damage or destruction; provided however, that the Department shall be responsible for all costs associated with repairing the damage or destruction of the Property or the building where the Property is located, unless such damage or destruction is covered and paid for by the Local Governing Entity's insurance, in which case, the Department shall reimburse the Local Governing Entity for any deductible it must pay in connection with the damage or destruction. The costs contained in this Section are in addition to the License Fee or other costs or fees set forth in this Agreement. 8.2. In the event that more than thirty-five (35%) percent of the building, in which the Property is located, is damaged or destroyed by fire or other casualty, then the Local Governing Entity may elect to either repair or rebuild the building or to terminate this Amendment by giving written notice to the Department within ninety (90) days after the occurrence of such damage or destruction. The Department will have ninety (90) days from the date of the notice to vacate the Property. 8.3. In the event the building, in which the Property is located, is partially damaged or destroyed by fire or other casualty and such event is not addressed by Sections 8.1 or 8.2, the Local Governing Entity shall use its best effort to promptly repair or rebuild the building. In the event the building cannot be repaired or rebuilt within one hundred eighty (180) days after such destruction, the Department shall have the right to terminate this Amendment and vacate the Property within ninety (90) days after the occurrence of such damage or destmtion. 8.4. In no event shall the Local Governing Entity be required to repair or replace any property of the Department. 9. Eminent Domain. If the whole Property is taken by any public authority under the power of eminent domain, then this Amendment shall be terminate on the day the public authority takes possession of the Property. If less than the whole, but more than thirty-five percent (35%) of the Property is taken by any public authority under the power of eminent domain, then either Party may terminate this Amendment upon thirty (30) days written notice to the other Party. In the event neither Party elects to terminate this Amendment, then the Amendment shall terminate on the date the public authority takes possession of the Property. Neither Party shall have any future liability or obligation under the Amendment if it is terminated under this Section. 10. No Interest in Pronortv This. A rnendmPnt 0'10 not PrPltd. nrNi- +:- -- any right, title or interest in Property or any portion thereof in the Department. The Department has no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 11. Compliance with Law. The Department, including its employees, agents, invitees, and subcontractors must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Amendment. 12. No Interest in Property. The Department shall have no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 13. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, The Department shall not assign any portion of this Amendment without the prior written consent of the Director of Facilities Management or his/her successor. 14. Waiver. The failure of the Local Governing Entity to insist upon strict performance of any covenants or conditions of this Amendment or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Amendment shall be deemed to have been waived by the Local Governing Entity, unless such waiver is in writing by the Local Governing Entity. 15. Modification. This Amendment cannot be modified unless reduced to writing and signed by both Parties. 16. Severability. If any term, covenant, or condition of this Amendment or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Amendment or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Amendment shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Amendment. 17. Governing Law. This Amendment shall be governed, interpreted, and enforced by the laws of the State of Michigan. 18. Counterparts. This Amendment may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but all of which shall together constitute one instrument. 19. Merger Clause. This Amendment sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Property and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. It is understood and agreed that all other conditions of the original Comprehensive Agreement remain the same, except as provided in this Amendment. If any terms and conditions of the Comprehensive Agreement and this Amendment conflict, the terms and conditions contained in this Amendment shall control. 20. Survival.. Sections of . this :Arn endment and. the .duties. and oblivations..-.,., contained-therein shall survive the expiration or termination of this Amendment. 21. Effective Date. The Effective Date of this Amendment shall be the date upon which the last of the Parties listed below has signed the Amendment. The individual or officer signing this amendment certifies by his or her signature that he or she is authorized to sign this amendment on behalf of the responsible governing board official or agency. For Oakland County: Local Governing Entity Michael J Gingell, Chairperson, Date Oakland County Board of Commissioners For the Michigan Department of Community Health Kim Stephen, Director Date Resolution #13247 September 19, 2013 The Chairperson referred the resolution to the Finance Committee. There were no objections.