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HomeMy WebLinkAboutResolutions - 2015.07.16 - 21907MISCELLANEOUS RESOLUTION #15181 July 16, 2015 BY: Planning and Building Committee, Philip Weipert, 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. 12174 of July 18, 2012, the Oakland County Board of Commissioners approved a lease agreement between the County of Oakland (County) and the Road Commission for Oakland County (RCOC) for use of approximately 6,540 net square feet of office space in the basement of the Information Technology building for use as a Traffic Operations Center (see Attachment A); and WHEREAS said lease will expire on July 31, 2015; and WHEREAS RCOC has requested that a new lease for an additional three year term be entered into by the parties with two, one year extensions; and WHEREAS the Department of Facilities Management with the assistance of Corporation Counsel has negotiated the terms and conditions of the attached new Lease (see Attachment B) with representatives of RCOC; and WHEREAS the Lease provides for the continued use of the approximately 6,540 net square feet of office space in the basement of the Information Technology building from August 1,2015 until July 31, 2018 at the rate of $9.40 per square foot with annual increases or decreases (based on County operation and maintenance costs); and WHEREAS RCOC will continue to operate its Traffic Operations Center, utilizing the IT computer room, training rooms, radio tower and fiber optic lines; and WHEREAS the County will continue to provide general maintenance, janitorial services, security services, and utilities for the building; 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 and RCOC. 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 and RCOC. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote. SUBLEASE AGREEMENT BETWEEN COUNTY OF OAKLAND AND ROAD COMMISSION FOR OAKLAND COUNTY This sublease ( "Sublease") is made August 1, 2015 ("Commencement Date"), 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 may also be individually referred to as "Party" 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"). On July 1, 2012, the Parties entered into a lease ("Original Lease") for six thousand five hundred and forty (6,540) square feet of the Premises located in the lower level of the Information Technology Building, which is further described and depicted in Attachment A ("Leased Premises"). The Original Lease expires on July 31, 2015 and the Parties desire to enter into a new sublease. After the execution of the Original Lease, Lessor authorized the finance, via bonds, of certain infrastructure and information technology capital improvements through the Oakland County Building Authority ("Authority"). By law, the Authority must acquire the real property upon which the capital improvements are performed. Capital improvements were performed on the Premises; thus, the Premises are currently titled to the Authority. The Authority and Lessor executed a lease for the Premises, along with other real property. This lease permits Lessor to sublease or license the Premises to third parties without the approval of the Authority. The Parties agree to the following terms and conditions: Page 1 of 14 1. Term of Sublease and Rent. 1.1. Term of Sublease. Lessor subleases to Lessee the Leased Premises, the location and lay-out are specifically set forth in Attachment A, which is attached and incorporated hereto. The Sublease shall commence on the Commencement Date and end on July 31, 2018 (hereinafter "initial term"). 1.2. Extension of Sublease. This Sublease shall be automatically extended for two, one (1) year terms upon the expiration of the initial term ("extension terms"), unless, prior to the expiration of the initial term or extension term, a Party gives sixty (60) written notice to the other Party of its intention not to extend the Sublease. 1.3. Rent Amount. From Commencement Date to September 30, 2015, Lessee shall pay to Lessor the sum of nine dollars and forty cents ($9.40) per square foot per year for the Leased Premises as rent, which is five thousand, one hundred and twenty-three dollars (5,123.00) per month. Thereafter, from October 1, 2015 to July 31, 2018 or during any extension term, Lessee shall pay to 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. 1.4. Rent Due Date/Location. The rent due and owed to Lessor shall be paid on the first day of the month without any set off or deductions. Lessor shall designate in writing where rent shall be paid. 1.5. Rent Proration. If this Sublease terminates or expires on a day other than the first day of the month, then Lessor shall pro-rate the rent that that month on a daily basis, based upon a 30 day month. 2. Use of Premises. 2.1. Use of Leased Premises. Lessee shall only use the Leased Premises as a Traffic Operations Center ("TOC"). Page 2 of 14 2.2. Computer Area. Upon written approval of Lessor's Information Technology Director, Lessee may use space within the computer room of the Information Technology Building ("Computer Area"), if there is space available based on Lessor's existing and future requirements, to accommodate the following equipment of Lessee: (1) TIMS computer equipment, (2) SCATS Central Management System Computer, (3) SCATS Regional Computer, and (4) Peripheral Communications Computer and Equipment. Lessee shall have controlled and scheduled access to the Computer Area and such access shall be controlled and scheduled by Lessor. Lessor's Information Technology Director 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's Information Technology Director. 2.3. Meeting and Training Facilities. Lessee may use meeting and training facilities located within the Premises for periodic functions or educational programs related to TOC, subject to availability and advance scheduling considerations. When using the meeting and training facilities, Lessee shall follow all Lessor's procedures and policies for reserving and using such space. Lessor's use of the meeting and training facilities shall take priority. Lessee shall pay all costs associated with room set-up, tear-down, and cleaning. These costs will be charged to Lessee at Oakland County Facilities Management or Department of Information Technology rate in effect at the time of the usage. 2.4. Loading Dock. Lessee may access and use the loading dock at the Premises. Lessee will be responsible for receiving and shipping it personal property/equipment and any costs or third party liability associated therewith. Page 3 of 14 2.5. Tower Co-Location. Lessor shall permit Lessee to install and operate receivers/transmitters (for microwave or other wireless communications equipment) on Lessor's tower located on or near the Premises; provided that the installation of any such equipment, receivers/transmitters, 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 receivers/transmitters. 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 immediately corrected or removed from Lessor's tower at Lessee's expense. 2.6. Use of Conduit/Cable. Upon prior written approval of Lessor's Information Technology Director, Lessee may use available, existing conduit, cable and wiring or may install conduit, cable and wiring within and between the TOC and the Computer Area as necessary for the operation of the TOG. Any and all problems and/or direct damage or loss, 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 Lessor, but shall be at the sole expense of Lessee, if the problems, damage, or loss were caused by Lessee's use. 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 its cable and wiring. Page 4 of 14 2.7. Use of OakNet. Upon prior written approval of Lessor's Information Technology Director, Lessee shall have the right to access Lessor's Fiber Optic Transmission System (OakNet"), 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 Lessor or its contractor, but shall be at the sole 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 Oak Net. 2.8. Condition of Leased Premises. Lessor, at its expense, shall keep the Leased Premises in good structural condition and shall make all necessary repairs as needed, except that if repairs are needed because of the acts or omissions of Lessee or its employees, agents, or contractors, then those repairs shall be at the sole expense of Lessee. Necessary repairs shall be deemed to be all repairs necessary for Lessee's quiet enjoyment. 2.9. Access by Lessee. Lessee shall have 24 hour access to the Leased Premises; provided that all persons that have 24 hour access shall be approved by Lessor's Information Technology Director. 2,10. Lessee's Equipment/Furniture. Lessee shall provide, at its own expense, all furniture and equipment it deems necessary for use and occupancy of the Leased Premises. Lessee shall be solely responsible for the maintenance and repair of all such property. 3. Maintenance, Utilities and Repairs. Page 5 of 14 3.1. Utilities, Maintenance and Repairs to Leased Premises. Except as otherwise provided herein, Lessor shall provide and pay for all utilities (gas, electric, water, and sewer), repairs, and maintenance for the Leased Premises. 3.2. Services. Lessor shall also provide custodial services at the Leased Premises, including trash removal. Lessee shall provide its own telephone service and internet service for the Leased Premises. 3.3. UPS. Lessor will provide Uninterruptible Power Supply (hereinafter "UPS") to Lessee's equipment located in the Computer Area. Any UPS requirements of Lessee, outside of the Computer Area, shall be provided at Lessee's expense. Lessee shall hold 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. 3,4. Lessor shall repair or replace in a timely manner all structural issues related to the Leased Premises that effect the health, safety, and welfare of the occupants. 4. Alterations/Improvements to Leased Premises. Lessee shall not make any alterations or improvements to or upon the Premises or Leased Premises without the prior written consent of Lessor's Director of Information Technology and Director of Facilities Management. Any alterations or improvements made to or upon the Premises or Leased Premises shall be performed by a properly qualified contractor approved by Lessor's Director of Facilities Management in writing and prior to the commencement of construction. Any alterations or improvements made to or upon the Premises or Leased Premises shall become an integral part of the Premises and Leased Premises and shall become the sole property of Lessor immediately upon the completion, unless agreed to in writing by the Parties. Any alterations or improvements required to operate the Leased Premises as a TOC will be at Lessee's sole expense. Page 6 of 14 5. Condition of Leased Premises Upon Surrender By Lessee. 5.1. Physical Condition of Leased Premises. Upon the termination or expiration of this Sublease, Lessee shall leave the Leased Premises as it found them, clean, and free of all trash, except for normal wear and tear. Lessor will accept all alterations made by Lessee, made with Lessor's consent, during the course of and prior to the termination or expiration of this Sublease. 5.2. Lessee's Personal Property. All furniture, cablings, equipment, fixtures listed in Attachment B, and other fixtures directly related to Lessee's computerized Traffic Management System installed by Lessee at the TOG shall be and remain the sole property of Lessee, and shall be removed by Lessee at Lessee's sole cost and expense upon termination or expiration of this Sublease. If Lessee does not remove its personal property within ninety (90) days of termination or expiration of this Lease, Lessee's personal property shall be deemed the property of Lessor and Lessor may remove and dispose of the property as it deems appropriate. If Lessor must remove and/or dispose of Lessee's property, Lessee shall reimburse Lessor for all costs associated with such removal and/or disposal. 5.3. Oblidation to Pay Rent. Notwithstanding any other provision in this Sublease, Lessee's obligation to pay rent shall not cease until all Lessee's personal property is removed from the Leased Premises. 6. Access by Lessor For Inspecting, Repairing and Emergencies. Lessor shall have 24 hour access to the Leased Premises for the purposes of inspecting, repairing and/or maintaining the Leased Premises, 7. Insurance and Liability. 7.1. Insurance Requirements. Lessee shall obtain and maintain insurance according to the minimum specifications indicated in this Section. Page 7 of 14 7.1.1. Commercial General Liability: with the following as minimum requirements$3,000,000 — General Aggregate Limit other than Products/Completed Operations $3,000,000 $3,000,000 $3,000,000 $1,000,000 $ 10,000 - Products/Completed Operations Aggregate Limit - Personal & Advertising injury Limit - Each Occurrence Limit - Fire Damage (Any One Fire) - Medical Payments — Any One Person Insurance policy shall contain the following coverage(s): Occurrence Form Broad Form 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 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. 7.1.2. 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. 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 Page 8 of 14 personal property and equipment owned by Lessee. Lessee shall waive all rights against Lessor for damage or loss of such personal property. 7.2. General Insurance Policy Provisions: All certificates of insurance and policies of 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 Lessor. 7.2.2. 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. 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, Lessee. 7.2.4. All insurance policies shall be endorsed to name 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. 7.2.6. All certificates of insurance shall bear evidence of all required endorsements and clauses. 72.7. All insurance carriers are subject to the approval of Lessor's Risk Management Department 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. Lessor Liability. Neither 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 Page 9 of 14 other person as a result of or arising out of the occupancy or use of the Leased Premises. 7.4. Notification of Claims. Lessor and Lessee shall provide each other immediate notice of any claim or potential claim. 7.5. Liability to Third Parties. In the event that liability to a third party(s), arises as a result of activities conducted jointly by Lessor and Lessee or solely by either Party in fulfillment of their responsibilities under this Sublease, such liability, loss, or damage shall be borne by Lessor and/or 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 Lessor or Lessee, or their employees, respectively, as provided by common law, statute or court decisions. 7.6. Waiver of Subrogation. In the event damage or destruction to the Leased Premises because of fire or other casualty, Lessee and its agents waive their rights of subrogation and recovery against Lessor and its agents, officers, directors, employees, and boards. 8. Damage or Destruction of Premises By Fire or Other Casualty. 8.1. Notification of Damage or Destruction. Lessee shall immediately notify Lessor of any damage or destruction to the Leased Premises by fire or other casualty. 8.2. Repairs to Leased Premises because of Fire or Other Casualty. If the Leased Premises are damaged or destroyed by fire or other casualty, the damage or destruction, including damage or destruction to Lessee's alterations/improvements, shall be repaired with due diligence by Lessor or a contractor of Lessor to a condition substantially equivalent to that which existed immediately prior to such damage or destruction; however, Lessee shall be responsible for all costs associated with repairs made to Lessee's improvements/alterations of the Leased Premises and for all costs associated with Page 10 of 14 repairs that are required because of the acts or omissions of Lessee or its employees or agents. 8.3. Rent Abatement, From the date that Lessor receives actual notice of the occurrence of damage or destruction to the Leased Premises, until the date on which Lessor shall have substantially completed the repairs in accordance with the provisions of this Section, if the damage or destruction was not caused by or contributed to by any acts or omissions of Lessee, its employees or agents, then the Rent shall be abated in proportion to the area of the Leased Premises which are not usable by Lessee in relation to the total area of the Leased Premises. 8.4. Termination for Damage or Destruction. Anything in Section 8.2 not to the contrary, if (i) by reason of fire or other casualty the Leased Premises or Premises are rendered unusable, or (ii) if the Leased Premises shall be damaged by fire or other casualty 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 or destruction, this Sublease may be terminated. If this Sublease is terminated pursuant to this Section, then this Sublease 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 Sublease. 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. 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) calendar days to correct same. If the alleged default is not corrected within the thirty (30) day period, then this Sublease may be terminated. Page 11 of 14 10. Waiver/Cumulative Rights. Waiver of any term or condition under this Sublease must be in writing and notice given pursuant to this Sublease. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Sublease. No waiver by either Party shall subsequently affect its right to require strict performance of this Sublease. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 11. Addresses for Written Notice. All notices required under this Sublease shall be in writing and shall be deemed sufficient if made as follows: To Lessor--the County of Oakland, Property Manager, 1 Public Works Drive, Waterford, Michigan 48328; and (2) To Lessee-- 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). 12. Governing Law. 12.1. This Sublease shall be interpreted under and governed by the laws of the State of Michigan. 12.2. Work to be performed in the TOC is a governmental function and it is the intention of the Parties that this Sublease shall not in any manner be construed to waive the defenses of governmental immunity which either or both of the Parties possess, Page 12 of 14 13. Assignment of Sublease. Due to the sensitive nature of the Premises and the Leased Premises, Lessee has no right to assign this Sublease or to sub-lease any portion of the Leased Premises. 14. Third Party Beneficiaries. This Sublease is made for the benefit of the Parties and not made for the benefit of any third party. 15. Miscellaneous. 15.1. Captions/Headings and Interpretation. Section and subsection numbers and captions/headings contained in this Sublease are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Sublease. In this Sublease, for any noun or pronoun, use of the singular or plural form, use of the nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the context requires. 15.2, The covenants, conditions and agreements made and entered into by the Parties are binding on their respective heirs, successors, representatives and assigns. 15.3. Entire Agreement. This Sublease constitutes the entire agreement of the Parties with respect to the Leased Premises and all prior negotiations, agreements and understandings, either oral or written, are merged herein. Page 13 of 14 IN WITNESS WHEREOF, Managing Director of the Road Commission for Oakland County, on behalf of the ROAD COMMISSION FOR OAKLAND COUNTY, accepts and binds the ROAD COMMISSION FOR OAKLAND COUNTY to the terms and conditions of this Sublease on this day of 2015. WITNESSED BY: LESSEE: ROAD COMMISSION FOR OAKLAND COUNTY By: Managing Director IN WITNESS WHEREOF, Michael 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 Sublease on this day of , 2015. WITNESSED BY: LESSOR: COUNTY OF OAKLAND, By: Michael J. Gingell, Chairperson Page 14 of 14 ATTACHMENT A RCOC SUITE ATTACHMENT B—RCOC EQUIPMENT. 1025 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 All communications and network equipment Open Area in Back by Planner ll Office Dry eraser board Hall by Kitchen Radio equipment Employee first aid kit AED (Defibrillator) 1009 Signal Operations Engineer 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 RCOC Lease Renewal Location: Basement of the Information Technology Building Original lease term: Option Renewal First Renewal term: Second Renewal term: Third Renewal term: Fourth Renewal term: Extensions: Proposed 2015 rent: 8/1/96 ending 7/31/2001 5 years ending 7/31/2006 5 years ending 7/31/2011 2 years ending 7/31/2013 3 years ending 7/31/2015 3 years ending 7/31/2018 2 - one year terms $9.40 +- annual increase/decrease MR# 95-310 MR# 07-020 MR# 10-292 MR# 12-174 Oakland County provides: Maintenance, janitorial services & all utilities. Power for RCOC computer equipment. The present lease allows RCOC the benefit of the following County facilities: Present Traffic Operations rooms. Computer room space. Emergency and staff 24 hr. access. Use of training and meeting rooms. Access to loading dock. Radio tower space (water tower). Cables/fiber optic lines/conduits. Resolution #15181 July 16, 2015 The Chairperson referred the resolution to the Finance Committee. There were no objections.