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HomeMy WebLinkAboutResolutions - 2015.08.13 - 21975MISCELLANEOUS RESOLUTION #15220 August 13,2015 BY: General Government Committee, Christine Long, Chairperson IN RE: DEPARTMENT OF HEALTH AND HUMAN SERVICES/HEALTH DIVISION —SPECIAL PROVISION TO AGREEMENT WITH MICHIGAN DEPARTMENT OF HEALTH AND HUMAN SERVICES TO ADD IN- KIND USAGE OF SPACE AT BUILDING 36 EAST IN PONTIAC, MI To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS on October 1, 2013 the State of Michigan, Department of Health and Human Services (MDHHS), HIV Office relocated its office from the Herman Kiefer Health Complex, Detroit, Michigan to vacant space in the South Oakland Health Center (SOHC); and WHEREAS the State of Michigan has asked to add in-kind usage of available space within Building 36 East of the North Oakland Campus in Pontiac MI; and WHEREAS the Oakland County Departments of Health and Human Services and Facilities Management supports and recommends the use of this vacant space in Building 36 East 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 special provision to the CPBC contract between the State of Michigan and Oakland County would permit and govern the use of the space in Building 36 East, which is attached hereto; and WHEREAS the terms and conditions contained in the attached special provision will be incorporated into the CPBC Agreement between the State of Michigan and Oakland County for fiscal year 2016; and WHEREAS, the terms and conditions contained in the attached special provision must be approved prior to October 1, 2015 and prior to the approval of the CPBC grant, because the HIV Office will not have space to runs its National HIV Behavioral Surveillance Study between July 1,2015 and December 31, 2015; and WHEREAS use of this space will allow the HIV Office, in partnership with Oakland County, to conduct a study to collect data on the emerging epidemic of young, white injection drug users; and WHEREAS the approval of the CPBC Agreement will not be until November or December 2015; and WHEREAS the attached special provision would allow the HIV Office to run its study in building 36 East and use 626 square feet of space prior to the approval of the CPBC Agreement; and WHEREAS the terms and conditions in the attached special provision do not change any of the other conditions of the original Comprehensive Agreement except as provided in this special provision; 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 special provision, have reviewed and/or prepared all necessary documents related to the attached special provision, 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 special provision for 626 square feet of space in building 36 East at 1200 North Telegraph Pontiac MI, rooms 141, 142, and 142A. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or designee to execute the attached special provision and all other related documents between the County and MDHHS which may be required for the use of such space. Chairperson, on behalf of the General Government Committee, 1 move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE GENERAL GOVERNMENT COMMITTEE Motion carried unanimously on a roll call vote. VrAte-74., STATE OF MICHIGAN RICK SNYDER DEPARTMENT OF HEALTH AND HUMAN SERVICES NICK LYON GOVERNOR LANSING DIRECTOR July 28, 2015 Jody S. Hall, Assistant Corporation Counsel Department of Corporation Counsel Oakland County 1200 N. Telegraph Road, Bldg 14 East Courthouse West Wing Extension, 3 rd Floor Pontiac, MI 48341 Dear Ms. Hall, The Michigan Department of Health and Human Services, Division of Communicable Disease has approved the special provision to our CPBC contract to add in-kind usage of the North Oakland Health Center for the National HIV Behavioral Surveillance (NHBS) study between July 1, 2015 and December 31, 2015, We will upload this contract into EGRAMS when the system is opened up on October 1, 2015 for amendments. NHBS has never operated outside of Wayne County and this year our staff is conducting this study in partnership with Oakland County in order to collect data on the emerging epidemic of young, white injection drug users. Data collection started for this cycle on July 1 in Detroit and we are hoping to get data collection in Oakland County started as soon as possible, We appreciate your collaboration in this endeavor and hope you can keep us updated as much as possible about the date we can start operations at the North Oakland Health Center, Sincerely, Corinne Miller, PhD State Epidemiologist and Director Bureau of Disease, Control, Prevention and Epidemiology Michigan Department of Health and Human Services 201 TOWNSEND STREET • LANSING, MICHIGAN 4 8 9 1 3 sww,mIchIgen,govimdhhs • 817-373-3740 Special Provision to the Grant Agreement Between Contract #: 20141478 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." I. SPECIAL PROVISION PURPOSE AND JUSTIFICATION. a. The purpose of this Special Provision is to allow the Department to locate the State HIV Office in the South Oakland Health Center, 27725 Greenfield Road, Southfield, MI 48076 and in the North Oakland Health Center, 1200 North Telegraph Road, Pontiac, MI 48341. 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 Special Provision. d. The Parties agree to the following terms and conditions for the use of the South Oakland Health Center and the North Oakland Health Center, as set forth below: IL 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 Special Provision and for the purposes set forth in this Special Provision. 1.1. Location and Description of Property. The following property/space is subject to this Special Provision: (1) approximately 1,674 square feet on the second floor of the South Oakland Health Center, 27725 Greenfield Road, Southfield, MI 48076--rooms 56A, 56B, 56C, 57A, 58A, and 78, including all common areas in the South Oakland Health Center; and (2) approximately 626 square feet on the first floor of the Pontiac Health Center, 1200 North Telegraph Road, Building 36 East, Pontiac, MI 4834--rooms 141, 142, and 142A, including all common areas in the North Oakland Health Center. This property/space is further illustrated in Figure 1 on pages 9 and 10 of this Special Provision (hereinafter collectively "Property"). Figure 1 is fully incorporated by referenced into this Special Provision. 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 employees, agents, invitees, volunteers, or subcontractors or any other persons 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 Special Provision shall commence July 1, 2015 ("Effective Date") and shall end upon termination or cancellation of the Comprehensive Agreement, unless terminated as provided in Section 7 of this Special Provision. This Special Provision shall be renewed annually upon the Effective Date, unless the Comprehensive Agreement is terminated or unless this Special Provision is terminated as provided in Section 7 of this Special Provision. 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 1st of each year. This "gross square footage rate," set by the Oakland County Board of Commissioners, shall be the license fee for this Property (hereinafter "License Fee"), except that the Department shall not pay the License Fee for the 626 square feet of the Property at the North Oakland Health Center, because of the public function performed at this location and because of the small amount of space that the Department will occupy at this location. The License Fee is in effect from October Ist until September 30th of the following year. During the term of this Special Provision, 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 located at the South Oakland Health Center (hereinafter "Telephone Fee"). 1.4.3. IT Operations Fee. The Department shall pay, to the Local Governing Entity, $55.00 per month for Internet/1SP service for the South Oakland Health Center (hereinafter "IT Operations Fee). 1.4.4. Payment of Fees. The License Fee, Telephone Fee, IT Operations Fee, and any other fees or costs due to the Local Governing Entity under this Special Provision are due and payable, in advance, on a quarterly basis (January 1, April 1, July 1, and October 1). The Local Governing Entity shall provide the Department with an itemized invoice of all fees and costs owed under this Special Provision. The Department shall pay such invoice within 60 days of receipt. If this Special Provision commences upon a date other than the first day of a quarter, then the License Fee shall be pro-rated per day. 1.5. Signs. 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. Condition of Property. The Department shall keep the Property and anything 2 stored thereon in good order and repair and in a clean, safe, and healthful condition. 1.7. Property AS IS. The Department acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. 1.8. Assignment. The Department shall not assign or in any manner transfer its rights under this Special Provision. 1.9. Condition of Property Upon Expiration/Termination. At the expiration or termination of this Special Provision, 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 Special Provision. 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. Supplies/Eouipment. At the South Oakland Health Center, the Department shall provide all its office supplies and computer equipment for its business, administrative and programmatic operations on the Property. At the North Oakland Health Center, the Department shall provide all its office equipment, supplies, telephones, internet access, and computer equipment for its business, administrative and programmatic operations on the Property. 2.2. Not Employees/Agents of Local Governing Entity. 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. Department Operations. 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. Licenses/Permits/Approvals. 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. 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 invitees, then the Local Governing Entity will make such repairs and the Department shall be responsible for all costs associated with such repairs. 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, 3 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 Special Provision. THE LOCAL GOVERNING ENTITY DOES NOT WARRANT THAT THE PROPERTY WILL HAVE UTILITIES/POWER/ELECTRICITY 100% OF THE TIME DURING THE TERM OF THIS SPECIAL PROVISION. 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 South Oakland Health Center only. 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 at the South Oakland Health Center only. 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. 4. Alterations/Additions/Improvements to the Property, 4.1. Approval of Alterations/Additions/Improvements. 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. 4.2. Construction of Alterations/Additions/Improvements. 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 4.3. Ownership of Alterations/Additions/Improvements. 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 termination of the Special Provision. 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. 53. Third Party Claims. 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. Hazardous Material/Debris. 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. Reservation. This Special Provision 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. 6 Insurance. The Department shall provide and maintain, at its own expense, all insurance as set forth below. The insurance shall be written for not less than any minimum coverage set forth below. 6.1. Commercial General Liability. Occurrence Form including: a) Premises and Operations; b) Products and Completed Operations (including On and Off Premises Coverage); c) Personal and Advertising Injury d) Broad Form Property Damage e) Independent Contractors; f) Broad Form Contractual including coverage for obligations assumed in this contract; $1,000,000— Each Occurrence Limit $1,000,000— Personal & Advertising Injury $1,000,000 — Products & Completed Operations Aggregate Limit $2,000,000 — General Aggregate Limit $1,000,000— Damage to Premises Rented to You (formerly known as Fire Legal Liability) $ 10,000 — Medical Expense (Any one person). 5 6.2. Commercial Umbrella/Excess Liability Insurance, with a minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. 6.3. Commercial Property Insurance. The Department shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 6.4. General Insurance Conditions: The below-listed insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 6.4.1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the Local Governing Entity; 6.4.2. The insurance company(s) issuing the policy(s) shall have no recourse against the Local Governing Entity for subrogation, premiums, deductibles, or assessments under any form; 6.4.3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Department; 6.4.4. All policies, with the exception of the policy listed in 6.2, shall be endorsed to name the Local Governing Entity as additional insured and include a 30 day written notice of cancellation or non-renewal; 6.4.5. All policies shall be endorsed to provide a written waiver of subrogation in favor of the Local Governing Entity; 6.4.6. The Department shall require their contractors, or sub-contractors not protected under the Department's insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Section; 6.4.7. Certificates of insurance must be provided no less than ten (10) working days prior to commencement of this Special Provision and must bear evidence of all required terms, conditions and endorsements; and 6.4.8. All insurance carriers must be licensed and approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best's rating of A. 7 Termination. Either Party may terminate this Special Provision 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. 6 The costs contained in this Section are in addition to the License Fee or other costs or fees set forth in this Special Provision. 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 Special Provision 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 Special Provision and vacate the Property within ninety (90) days after the occurrence of such damage or destruction. 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 Special Provision 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 Special Provision upon thirty (30) days written notice to the other Party. In the event neither Party elects to terminate this Special Provision, then the Special Provision shall terminate on the date the public authority takes possession of the Property. Neither Party shall have any future liability or obligation under the Special Provision if it is terminated under this Section. 10 No Interest in Property. This Special Provision shall not create and is not intended to create 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. 1 1. 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 Special Provision. 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 Special Provision 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 Special Provision 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 Special Provision 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 7 effect. No covenant, term or condition of this Special Provision 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 Special Provision cannot be modified unless reduced to writing and signed by both Parties. 16. 5everabi1ity. If any term, covenant, or condition of this Special Provision or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Special Provision 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 Special Provision 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 Special Provision. 17. Governing Law. This Special Provision shall be governed, interpreted, and enforced by the laws of the State of Michigan. 18. Counterparts. This Special Provision 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 Special Provision 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. This Special Provision supersedes the 2014 Special Provision and the 2014 Special Provision is terminated without any further action of the Parties. It is understood and agreed that all other conditions of the original Comprehensive Agreement remain the same, except as provided in this Special Provision. If any terms and conditions of the Comprehensive Agreement and this Special Provision conflict, the terms and conditions contained in this Special Provision shall control. 20. survival. Sections 1.4, 1.9 and 5 of this Special Provision and the duties and obligations contained therein shall survive the expiration or termination of this Special Provision. 8 (A, c,,,) ;:R,I, w SCONDF OOR • i N 1 01)j 331 - SOUTH OARLAh11311EALI1-1 CENTER " ....: L 9 CC: J I=1 1=1° r.,1N g glikiz, r,,L4. tea, ra41 P. .5 6 Vn141,4t41-1.1 W. Whin. 4IniA01 lb l$l&Itt 440144:innNa.n PAS-WV! r lirrAriairrrAnwari c .004 km44140 4 ii44TACJI ON *RAVI A SPACE CCOVIED BY STATE OF klICHIGAN II I VW,* 028- PONTIAC HEALTH CENTER FIRST FLOOR PLAN Laf 163'; I', N.) !! , c i .,., FIRST FLOOR NAN F al 1 1 6 , -. g 11'.1""r 028- PONTIAC HEALTH CENTER 10 Resolution #15220 August 13, 2015 The Chairperson referred the resolution to the Planning and Building Committee and the Finance Committee. There were no objections.