HomeMy WebLinkAboutResolutions - 2013.09.19 - 21027MISCELLANEOUS RESOLUTION # 13223 August 20, 2013
BY: Planning and Building Committee, Jim Runestad, Chairperson
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT/DEPARTMENT OF CORPORATION
'JFl A pppnvAl r 2r-1.nAKI A NEI.Cn!1.4:17Y1V-Pi: ASSOCIATION'
rb the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland County Board of Commissioners, via MR #07204, approved the lease of
approximately 896 square feet of office space in the Oakland County Courthouse, West Wing Extension,
Room 120 to the Oakland County Bar Association (OCBA); and
WHEREAS that lease will expire on September 30, 2013, and has no options for renewal; and
WHEREAS County Administration supports the continued presence of the OCBA in the West
Wing Extension of the Courthouse and supports entering into a new lease with the OCBA for this space;
and
WHEREAS the Department of Facilities Management, with the assistance of Corporation
Counsel, negotiated the terms and conditions in the attached lease; and
WHEREAS the attached lease would commence on October 1, 2013, and expire on September
30, 2016, and could be extended, after the expiration of the term, on a year to year basis for up to three
years; and
WHEREAS pursuant to the terms and conditions in the attached lease, the OCBA would pay
$17.50 per square foot annually for the space with increases or decreases based on County operation
and maintenance costs as set by the Board of Commissioners on an annual basis; and
WHEREAS the Department of Facilities Management and Corporation Counsel have reviewed
and/or prepared all necessary documents related to the attached lease and recommend its approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and accepts the terms and conditions of the attached lease between the County of Oakland and
the Oakland County Bar Association (OCBA) for 896 square feet of space in the West Wing Extension of
the Oakland County Courthouse, first floor of Building 14E, Room 120.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs it
Chairperson or his designee to execute the attached lease and all other related documents between the
County and OCBA which may be required for the lease of such space.
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,
LEASE AGREEMENT
• COUNTY OF OAKLAND, A MICHIGAN MUNICIPALAND CONSTITUTION
CORPORATION
AND
OAKLAND COUNTY BAR ASSOCIATION, A NON-PROFIT CORPORATION
This Lease is made this day of
2013, by and between the County of
Oakland, whose address is 1200 N. Telegraph Road, Pontiac, Michigan, 48341, (hereinafter
"Lessor" as defined herein) and the Oakland County Bar Association, whose address is 1760 S.
Telegraph Road, Bloomfield Hills, Michigan 48302, (hereinafter "Lessee" as defined herein); and,
Whereas. Lessor is the owner of the Oakland County Courthouse, also known as Building
14 East (hereinafter "Building 14E"), on the Oakland County Service Center Campus, City of
Pontiac, Michigan, 48341; and,
Whereas, Lessor and Lessee are desirous of entering into a lease for 896 square feet of office
space located OD the first floor of Building 14E and designated Room 120, under the following
terms and conditions:
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS SET
FORTH HEREIN, IT IS MUTUALLY AGREED BY THE PARTIES HERETO AS FOLLOWS:
1. Premises. Lessor does hereby lease to Lessee 896 square feet of office space located on the
first floor of the Oakland County Courthouse, Building 14E, and as designated Room 120, the
location and lay-out of which are set forth in Attachment A (hereinafter "Premises"). Attachment A
is incorporated by reference into this Lease.
2. Term. The term of the Lease shall commence on October 1, 2013, and end on September
30, 2016. At the discretion of Lessor, through the Director of the Department of Facilities
Management or his or her designee, this Lease can be extended on a year to year basis for up to
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three years by written letter to the Lessee. There will be no holding over by Lessee at the end or
termination of this Lease.
3. Rent. Lessee understands and accepts that the Oakland County Board of Commissioners
sets the "gross sqpnre footage rental rate" for all Oakland County property on October 1 st of every
year. This "gross square footage rental rate," set by the Oakland County Board of Commissioners,
shall be the rent rate for this Lease (hereinafter "Rent"). The Rent is in effect from October 1 st until
September 30th of the following year. The Rent in effect starting October 1, 2013 will be Seventeen
Dollars and Fifty Cents ($17.50) per square foot per year, payable in monthly installments of One
Thousand Three Hundred and Six Dollars and Sixty-Seven Cents ($1306.67). During the term of
this Lease or any extension thereof, on each October 1, the Rent will be adjusted up or down by
Lessor, based on the "gross square footage rental rate" set by the Oakland County Board of
Commissioners.
4. Partial Month Rent Proration. Should the Term of this Lease commence or terminate on
a day other than the first calendar day of a month, then the Rent for such month and the last month
of the Term shall be prorated upon a daily basis based upon a thirty (30) day calendar month.
5. Place and Time of Rent Payment. Rent shall be payable monthly in advance of the 1st day
of each and every month. Said rent shall be paid to Lessor at:
Oakland County Treasurer's Office, Attention: Cash Aectg
1200 North Telegraph Road, Building 12 East
Pontiac, MI 48341
or at such other place as Lessor may from time to time designate in writing.
6. Termination. After September 30, 2016 and during any extension of this Lease, this Lease
may be terminated by either party, for any reason or no reason, on ninety (90) days written notice to
the other Party.
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7. Use and Occupancy. During the term of this Lease, the Premises shall only be used by
Lessee as general office space. Lessee shall have the right to utilize available existing conduit.
cable and wiring or to install conduit, cable and wiring within the Premises with the approval of
Lessor's Director of the Department of Facilities Management.
8. Access to Premises. Access to Building 14E will be through the public secured entrance
and persons entering Building 14E will be subject to security checks and searches. Lessee's
designated staff and members will have access to the Premises via card readers at the entrance to the
Premises. Lessee will pay the County's cost for the swipe cards to be used in the card readers. The
swipe cards will be specific for the Premises and identified only by number. Access to the Premises
will only be during normal business hours of the Oakland County Courthouse (8:00 a.m. to 5:30
p.m.), excluding weekends and legal holidays. Lessor will provide and install appropriate signage
on the interior of Building 14E to identify the Premises as occupied by Lessee.
9. Lessor Provided Services. Lessor will provide and pay for all maintenance and
custodial services, together with all heat, electric, air-conditioning, and other utilities, during
the term of this lease or any extensions thereof, with the exception of telephone, cable or
satellite service which will be the sole expense of Lessee. Lessor agrees to keep the Premises in
good structural condition and, at Lessor's expense, to make repairs as needed, except for damage
caused by Lessee, its employees, agents, members, members' clients or contractors. Repairs do not
include remodeling, renovation, improvements or other modifications of the Premises as requested
by the Lessee.
10. Equipment and Furnishings. Lessee will provide, at its own expense, all telephones,
facsimile machines, computers, modems, wireless access devices, furniture and all other
equipment required to conduct Lessee's business on the Premises. Lessee shall be solely
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responsible for the maintenance and repair of all such property. Lessee shall be responsible for
any and all costs associated with the insta11ation, use, maintenance, repair, and upgrading of
general telephone, cable, and wireless services (including local, long distance, and modem
charges).
11. Alterations or Improvements. Lessee shall not make any alterations or improvements to
or upon the Premises without the prior written consent of Lessor's Director of the Department of
Facilities Management, which consent will not be unreasonably withheld. Any alterations or
improvements made to or upon the Premises shall become an integral part of the Premises and shall
become the sole property of Lessor immediately upon completion unless Lessor notifies Lessee,
prior to construction, that the alterations or improvements shall be removed by Lessee at the
conclusion or termination of the Lease at Lessee's sole expense. Any alterations or improvements
made to or upon the Premises shall be performed by a properly qualified contractor approved by
Lessor's Director of the Department of Facilities Management or his designee. Any alterations or
improvements shall be done only during normal business hours of the Oakland County Courthouse,
and done in such a way as not to interfere with the use of the Courthouse by the general public. Any
contractor retained by Lessee shall comply with MCL 129.201 et seq. Any remodeling, renovation,
improvements, or other modifications necessary to operate the Premises for general office use will
be at Lessee's expense.
12. Condition Upon Surrender, The Premises will be returned to Lessor in the same condition
as when Lessee took possession, reasonable wear and tear excepted.
13. Access by Lessor. Lessee hereby acknowledges that during the term of this Lease or any
extension Lessor shall have 24 hour access to the Premises for the purposes of inspecting, repairing
and/or maintaining the Premises.
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14. Insurance and Indemnification. Lessee shall, during the term of this Lease, or any
extensions, obtain and maintain insurance according to the minim.um specifications irOieated ........ ... .
below:
a. Specific Insurance Requirements
(1)
Commercial General Liability with the following as minimum requirements:
$3,000,000 — General Aggregate Limit other than Products/Completed
Operations
$3,000,000 -- Products/Completed Operations Aggregate Limit
$3,000,000 — Personal & Advertising Injury Limit
$3,000,000 — Each Occurrence Limit
$1,000,000 - Fire Damage (Any One Fire)
$10,000 — Medical Payments — Any One Person
The total limits of general liability coverage required herein may be satisfied
with a combination of a Primary General Liability (and) Umbrella/Excess
policy having not less than $3,000,000 in per occurrence limits, specifically
listing the Primary General Liability policy as underlying insurance
Insurance policy shall contain the following coverage(s):
• Occurrence Form
• Broad Foim Property Damage
• Products & Completed Operations
• Per Location/Per Project General Aggregate
• Premises/Operations
• Independent Contractors
• (Blanket) Broad Form Contractual
• Personal Injury - Delete Contractual Exclusion
• Explosion, Collapse and Underground
(2) Workers Compensation: Coverage A: with limits statutorily required by any
applicable Federal or State law (and) Employers Liability Insurance -Coverage B:
with minimum limits of $1,000,000 each accident, $1,000,000 disease each
employee, and $1,000,000 disease policy limit.
(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.
(4) Lessee Owned Property: Lessee shall be responsible, at its own expense, for
maintaining special form fire and extended coverage insurance on all personal
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property and equipment owned by Lessee. Lessee agrees to waive all rights against
Lessor for damage or loss of such personal property.
b. tie-lateral insurance OiC Provisions: All cce t..ateS oF insurance tfl poncies 0 essec
shall be endorsed to contain the following provisions and/or clauses:
(1) All policies of insurance shall be on a primary, non-contributory basis with any other
insurance and/or self-insurance carried by Lessor,
(2) The insurance company(s) issuing the policy or policies shall have no recourse
against Lessor for payment of any premiums or for assessments under any form of
policy.
(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, Lessee.
(4) All insurance policies shall be endorsed to name Lessor as additional insured and
shall specifically include the liability assumed hereunder by Lessee.
(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 premises.
(6) All certificates of insurance shall bear evidence of all required endorsements and
clauses.
(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.
It is mutually agreed between the parties hereto that neither Lessor nor its employees
shall be held liable for any theft or loss or other claims, injury or damage incurred by Lessee
or any other person as a result of or arising out of the occupancy or use of the Premises.
d. Lessee shall hold harmless, indemnify, and defend Lessor from and against any and
all liability, loss, damage, demands, costs, expense (including, without limitation, reasonable
attorney fees), judgments, penalties, fines, or claims of whatsoever nature, by third parties
and employees of Lessee, arising out of any Lessee's activities, or any use of the Premises
by Lessee, including but not limited to, direct service delivery to be carried out by Lessee on
the Premises, or injuries attributable to Lessee's negligence, or the negligence of Lessee's
employees, members or agents, except for claims arising out of the sole negligence of
Lessor. Lessor and Lessee agree they will provide each other immediate notice of any claim
or potential claim.
e. In the event that liability to a third party(s), arises as a result of activities conducted
jointly by Lessor and Lessee in fulfillment of their responsibilities under this agreement,
such liability, loss, or damage shall be borne by Lessor and Lessee in proportion to each
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party's responsibility for the injury under said joint activities, provided that nothing herein
shall be construed as a waiver of any governmental imrnnnity enjoyed by Lessor as provided
by coMmon 181-v st-q -1111-P or court dccisions
15. Destruction of Premises.
a. Except as otherwise provided in this Section, in the event the Premises are partially
damaged or destroyed by fire or other casualty, the damage to the Premises shall be promptly
repaired or rebuilt by Lessor. In the event the Premises cannot be repaired or rebuilt within one
hundred eighty (180) days after such destruction, Lessee shall have the right to tei tuinate this Lease
and vacate the Premises anytime within one hundred eighty (180) days after the occurrence of such
damage or destruction. During the time the Premises are being repaired, the Rent owed by Lessee
shall be reduced in proportion to the percentage of the Premises rendered unusable until the
Premises are repaired or rebuilt. If Lessee is required to vacate the Premises during any period of
repair, the rent shall be entirely abated for the time vacated. If less than thirty-five percent (35%) of
the Premises are damaged or destroyed by fire or other casualty, Lessee may elect, during the period
of repair, to remain on the Premises or to vacate the Premises, unless remaining on the Premises
would hinder the repair of the Premises.
b. In the event that more than thirty-five (35) percent of the Premises are damaged or
destroyed by fire or other casualty, Lessor may elect to repair or rebuild the Premises or to
terminate this Lease by giving written notice to Lessee within thirty (30) days after the occurrence
of such damage or destruction. Lessee will have ninety (90) days from the date of the notice to
vacate the Premises. In no event, shall Lessor be required to repair or replace any property of
Lessee.
c. In the event of fire or other physical damage to the Premises, Lessee and its
employees and agents, agree to waive their rights of subrogation and recovery against Lessor.
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d, Lessee shall notify Lessor of any damage to the Premises by fire or other physical
damage. If the Premises are damaged by the acts of Lessee or its employees, members. members
clients, agents or contractors, then Lessor shall repair the damaged areas including its alterations or
cause a third-party to repair the damaged areas including its alterations to a condition substantially
equivalent to that which existed immediately prior to the damage, provided however, that such
repairs shall be the sole expense of Lessee.
e. Notwithstanding anything provision of this Section 15 to the contrary: (i) if by reason
of fire or other physical damage the Premises are rendered unusable, or (ii) if the Premises are
damaged by fire or other physical damage to the extent that it is impracticable to replace or repair
the Premises, then at the option of either party, and upon notice delivered to the other party not
more than thirty (30) days following the damage, either party may terminate this Lease. 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 Premises and surrender the same to Lessor in accordance
with the applicable provisions of this Lease. Lessor is under no obligation to rebuild the Premises or
Building 14E if so damaged.
f. Lessor shall not be liable for delays occasioned by adjustment of losses from
insurance carriers so long as Lessor shall proceed in good faith.
16. Default. 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 to correct same.
17. Rights to be Cumulative. It is agreed that each and every one of the 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.
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18. Address for Written Notice. 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 Lessor is in
writing addressed to the County of Oakland, Property Manager, 1 Public Works Drive, Waterford,
Michigan 48328 and deposited in the mail with postage prepaid; and if such notice to Lessee is
necessary it shall be done in writing and addressed to Lessee at the following addresses: Oakland
County Bar Association, 1760 S. Telegraph Road, Bloomfield Hills, Michigan, 48302. Lessor shall
notify Lessee within thirty (30) days of any change of address.
19. Governing Law. This Lease shall be interpreted under and governed by the laws of the
State of Michigan.
20. Assignment of Lease. Lessee acknowledges that it shall have no right to assign this Lease
or to sub-lease any portion of the Premises.
21. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this Lease
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' rights in this Lease, and/or any other
right, in favor of any other person or entity.
22. Use of Words. The pronouns and relative words used in this Lease shall be read
interchangeably in masculine, feminine or neuter, singular or plural, as the context requires.
23. Binding Effect. The terms and conditions of this Lease shall be binding and shall inure to
the benefit of the Parties and their respective heirs, representatives, successors and assigns.
24. Entire Agreement. This Lease constitutes the entire agreement of the Parties with respect
to the Premises, and all prior negotiations, agreements and understandings, either oral or written, are
merged herein.
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25. Waiver. No waiver of any term, provision or condition of this Lease, whether by conduct or
otherwise, in one or more instances, shall be deemed or construed as a further continuing waiver of
a term, provision or condition of this Lease. No remedy available to a Party for the other Party's
breach of this Lease is intended to be an exclusive remedy. A Party's exercise of any remedy for
breach of this Lease shall not be deemed or construed to be a waiver of its right to pursue another
remedy.
26. Seyerability. If a term, condition, or provision of this Lease is found, by a court of
competent jurisdiction, to be invalid, unenforceable, or to violate or contravene federal or state law,
then the term, condition, or provision shall be deemed severed from this Lease; all other terms,
conditions and provisions shall remain in full force and effect.
27. Reservation of Rights. This Lease does not and is not intended to impair, divest, delegate,
or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation,
duty, capacity, or immunity of Lessor.
28. Quiet Enjoyment. Upon performance of its obligations under this Lease, Lessee shall
peacefully and quietly hold and enjoy the Premises for the Term of this Lease without hindrance or
interruption by Lessor, its agents or employees, subject to the terms of this Lease,
29. Modifications. This Lease may be modified or amended only by written agreement of
Lessor and Lessee.
30. Defined Terms: The following words when printed with the first letter capitalized as
shown herein, whether used in the singular or plural, possessive or non-possessive, and/or either
within or without quotation marks, shall be defined and interpreted as follows:
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a. Lessor means the County of Oakland, a Michigan Municipal and Constitutional
Corpora ion. its elected end. annointed ofFicialq Pniniewee_ volunteers, -.r..
which is not an agent of Lessor) departments, divisions, committees, boards and authorities;
b. Lessee means the Oaldand County Bar Association, a non-profit corporation, its
officers, directors, members, employees and agents.
30. Execution in Counterparts. This Lease may be simultaneously executed via telecopy in
several counterparts, each of which shall be an original and all of which shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, James G. Derian, on behalf of the OAKLAND COUNTY BAR
ASSOCIATION, accepts and binds the OAKLAND COUNTY BAR ASSOCIATION to the terms
and conditions of this Lease on this day of , 2013.
WITNESSED BY: LESSEE: OAKLAND COUNTY BAR
ASSOCIATION,
By:
James G. Derian, President
IN WITNESS WHEREOF, Mike J. Gingell, Chairperson of the Oakland County Board of
Commissioners, on behalf of the COUNTY OF OAKLAND, accepts and binds the COUNTY OF
OAKLAND to the terms and conditions of this Lease on this day of ,2013.
WITNESSED BY: LESSOR: COUNTY OF OAKLAND
By:
Michael J. Gingell, Chairperson
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Resolution #13223 August 29, 2013
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE M.R. #13223 September 19, 2013
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT/DEPARTMENT OF
APPROVAL -OF 'LEAS-ie .:FOR OAKLAND:'COUISITY BAR
ASSOCIATION
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 #07204 a lease agreement between the
Oakland County Bar Association and Oakland County was approved for use of
approximately 896 square feet of office space in the Oakland County
Courthouse, West Wing Extension, Building 14E, Room 120.
2. The current lease expires on September 30, 2013 and has no options for
renewal.
3. The Department of Facilities Management with the assistance of Corporation
Counsel has negotiated terms and conditions of the new lease with the
Oakland County Bar Association.
4. Lease charges to the Bar Association will be based on the gross square
footage rental rate for the Courthouse established each fiscal year by the
Board of Commissioners such that the rate will be adjusted each fiscal year
based on operational and maintenance costs of the Courthouse,
5. Lease charges to the Bar Association for Fiscal Year 2014 will be $15,680,
based on a gross square footage rate of $17.50 per square foot for the
Courthouse.
6. The County will provide all maintenance and custodial services, normal
courthouse security, and all utilities with the exception of telephone, cable, and
satellite service.
7. The Oakland County Bar Association will provide all furniture, telephones,
computers, and other equipment necessary to conduct the program at its own
expense.
8. The lease agreement will commence October 1, 2013 and end September 30,
2016 and may be extended at the County's discretion on a year-to-year basis
for up to an additional three years,
9. The FY 2014— FY 2016 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).
10. No budget amendment is required.
FINANCE COMMITTEE
11 x/41/1"
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Long absent.
Resolution #13223 September 19, 2013
Moved by Crawford supported by McGillivray the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton,
Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic, Crawford, Dwyer,
Gershenson. (21)
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),
(
HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 September 19,
2013, 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 19 th day of September 2013.
Lisa Brown, Oakland County