HomeMy WebLinkAboutResolutions - 2017.08.23 - 23079MISCELLANEOUS RESOLUTION #17240 August 23, 2017
BY: Phillip Weipert, Chairperson, Planning and Building Committee
IN RE: DEPARTMENTS OF FACILITIES MANAGEMENT AND HEALTH AND HUMAN SERVICES —
APPROVAL AND ACCEPTANCE OF SUBLEASE AGREEMENT WITH EASTER SEALS MICHIGAN,
INC AND OAKLAND COUNTY
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Women, Infants and Children Supplemental Food Program (WIC) has been leasing space
at 615 N Pontiac Trail in Walled Lake from Walled Lake Schools; and
WHEREAS the current lease for the WIC office in the Walled Lake Schools building will not be renewed
because the Walled Lake School District has decided to close the building; and
WHEREAS due to a consistent average monthly caseload of 1,720 women and children, (Ages 0-5) there
is a need to continue the delivery of WIC services at another location within the Walled Lake area; and
WHEREAS the Oakland County Health Department Administration has determined that the WIC program
needs to remain active in the Walled Lake area; and
WHEREAS office space has been located in a building at 1010 E. West Maple Road. Easter Seals,
Michigan is currently leasing space in this building and has agreed to sublease space to the County for
the WIC office; and
WHEREAS the County will sublease 380 square feet of office space, with common area use of the
waiting room, copier room, kitchen and restrooms; and
WHEREAS the County shall pay rent of $916.58 per month or $10,998.96 per year for a gross sublease,
and it shall have no obligation for real estate taxes, common area expenses or utilities; and
WHEREAS under the sublease agreement the County will also be provided use of one (1) multi-function
printer/copier/scanner at a charge of $83.33 per month and two (2) tablets and three (3) laptop computers
at a charge of $390.87 per month; and
WHEREAS the term of the sublease shall commence on the date that it is fully executed and terminate on
July 15, 2020; and
WHEREAS the attached business associate agreement between Easter Seals and the County/Health
Department is necessary for the Health Department's operations at this location; and
WHEREAS the Departments of Health and Human Services, Facilities Management and Corporation
Counsel have reviewed and/or prepared all necessary documents related to the attached sublease
agreement and business associate agreement and recommend its approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves
and authorizes the attached sublease agreement and business associate agreement between the County of
Oakland and Easter Seals Michigan.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its
Chairperson or his designee to execute the attached sublease agreement, the business associate
agreement, and all other related documents which may be required between the County of Oakland and
Easter Seals Michigan.
Chairperson, on behalf of the Planning and Building Committee, I move 7e adoption of the foregoing
resolution.
/Commissioner Philip Weipert, District #8
/ Chairperson, Planning and Building Committee
PLANNING AND BUILDING COMMITTEE
Motion carried unanimously on a roll call vote with Dwyer absent.
ADR REVIEW SIGN OFF — Facilities Management
RESOLUTION TITLE: Department of Facilities Management - Approval and Acceptance of Sublease
Agreement with Easter Seals Michigan, Inc and Oakland County
DEPARTMENT CONTACT PERSON: Nan Chenoweth 8-0144
DATE: 7/31/2017
DEPARTMENT REVIEW
Department of Management and Budget:
Approved w/ Modification - Lynn Sonkiss (8/1/2017)
- IN RE: DEPARTMENTS OF FACILITIES MANAGEMENT AND HEALTH AND HUMAN SERVICES —
APPROVAL AND ACCEPTANCE OF SUBLEASE AGREEMENT WITH EASTER SEALS MICHIGAN,
INC AND OAKLAND COUNTY
WHEREAS under the sublease agreement the County will also be provided use of one (1)
multi-function printer/copier/scanner at a charge of $83.33 per month and two (2) tablets
and three (3) laptop computers at a charge of $390.87 per month; and
Department of Human Resources:
Approved (No Committee) - Heather Mason (8/1/2107)
Corporation Counsel:
Approved --Jody Hall (8/1/2017)
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Sublease") is made by and between Easter
Seals-Michigan, Inc. d/b/a Easter Seals Michigan, a Michigan Non-Profit Corporation,
2399 E. Walton Blvd, Auburn Hills, MI 48326 ("Sublessor" or "Tenant"), The County
of Oakland, a Michigan Municipal Corporation, 1200 N. Telegraph Road, Waterford, MI
48341 ("Sublessee") and Samara Property Management, L.L.C., a Michigan limited
liability company, 40700 Woodard Avenue, Suite 125, Bloomfield, Hills, MI 48034
("Landlord").
WITNES SETH
Sublessor and Landlord executed a Lease Agreement dated July 16, 2014
("Lease" — Exhibit A) and a First Amendment to Lease Agreement dated May 31,
2017("Amendment" — Exhibit B) (collectively the "Lease" and "Amendment" shall be
"Leases") which are attached hereto and incorporated herein by reference.
WHEREAS, Sublessor, Sublessee and Landlord knowingly and voluntarily desire
to into this Sublease.
Now therefore, in consideration of the mutual promises, covenants and
agreements hereinafter recited, it is mutually understood and agreed by and between the
parties hereto as follows:
I. Approval/Incorporation/Subleased Premises/Commencement and Termination
Date As required in Section 8.01 of the Lease, Landlord hereby formally approves this
Sublease allowing the Sublessor to sublease to Sublessee all of its interest, rights,
responsibilities, obligations and payment obligations contained in the Leases to use and
occupy the 380 square feet of the Leased Premises depicted on the Floor Plan attached
and incorporated hereto as Exhibit C ("Subleased Premises") as though each Provision
of the Leases was fully restated herein. Sublessee knowingly, voluntarily and
unconditionally accepts and agrees to be bound by all of the same in replacement of the
Sublessor with respect to the Subleased Premises except as specifically stated in the
Sublease. The Commencement Date for the Sublease shall be the date when the
Sublease is fully executed. The Termination Date for the Sublease shall be July 15, 2020
(collectively "Sublease Term").
2. Rent/Term/Taxes/CAM/Utilities/Insurance: Sublessee shall pay Sublessor
$916.58 per month (or $10,998.96 per year) in Rent at Sublessor's address above (unless
changed in writing by Sublessor to Sublessee) to sublease the Subleased Premises from
Sublessor during the Sublease Term. Rent shall be due and payable on the first day of
each calendar month during the Sublease Term from Sublessee to Sublessor. However, if
the Sublease shall begin on a day other than the first day of the calendar month, or shall
end on a day other than the last day of a calendar month, Rent for such first or last
fractional month shall be adjusted to an amount equal to such proportion of the Rent as
the number of lease days in such fractional month bears to the total number of days in
Page 1 of 3
Final Version
such month. Sublessee shall have no obligation for the payment of Real Estate Taxes
(Section 2,02 of the Lease), Shared Area Expenses (Section 5.02 of the Lease) or Utilities
(Section 7.01 of the Lease) to Sublessor or to Landlord. Sublessee's insurance
requirements for the Subleased Premises shall be the same as Sublessor's insurance
requirements for the Leased Premises (see Section 6.01 of the Lease) except that the
required insurance may be provided via Sublessee's self-insurance.
3. Maintenance and Repair: Sublessee shall not be responsible to perform or pay for
any maintenance and repair obligations for the Subleased Premises contained in the
Lease. These costs are included in Sublessee's Rent and shall be the responsibility of
Sublessor. Sublessee shall have no obligation to make or pay for any repairs, alterations,
or modifications to the Subleased Premises as required in Section 15.12 of the Lease;
these are the obligations of Sublessor.
4. Painting, Flooring, and Carpeting: Sublessee shall not be responsible to perform
or pay for painting, carpeting, or flooring for the Subleased Premises. These costs are
included in Sublessee's Rent and shall be the responsibility of Sublessor.
5. Garbage and Trash and Custodial Services: Sublessor shall provide for garbage
and trash services and receptacles for such at the Subleased Premises at no cost to
Sublessee. Sublessor shall provide for custodial services for the Subleased Premises at
no cost to Sublessee.
6. Indemnification: Because Sublessee is a governmental entity, it cannot indemnify
third parties. Thus, Sublessee cannot indemnify and hold harmless Landlord and
Sublessor and the first sentence of Section 6.03 of the Lease does not apply to Sublessee,
7. Security Deposit: Sublessee shall not provide a security deposit to Sublessor or to
Landlord as part of this Sublease.
8. Signs: To the extent Sublessee desires to affix a sign on or in the Subleased
Premises, Sublessee must comply with all terms and conditions of Signs and Advertising
contained in Section 4.04 of the Lease.
9. Brokers: There are no brokers involved in this Sublease.
10, Parking: Sublessee shall have, at a minimum, 12 of Sublessor's common parking
spots at the Building. Additional parking for Sublessee may be agreed upon by
Sublessee, Sublessor and Landlord in writing.
11. No Right of First Refusal/No Option: Sublessee shall have no Right of First
Refusal (Section 15.10 of the Lease) and no Option (Section 15.09 of the Lease).
12. As-Is: Sublessee accepts the Subleased Premises in their current and as-is
condition with no obligation of Sublessor or Landlord to make any alternation, addition
or improvement to the Subleased Premises.
Page 2 of 3
Final Version
13. Use/Equipment/Furniture: Sublessee shall use the Subleased Premises for general
office use and to perform other governmental functions of Sublessee. Sublessor shall
provide Sublessee with a mutually agreeable number of desks, chairs and desk-top
telephones at no expense to Sublessee (as selected by Sublessor). Sublessor shall also
provide Sublessee with intemet service (as selected by Sublessor) to use in the Subleased
Premises during the Sublease Term at no charge or expense to Sublessee. Sublessor shall
provide Sublessee with 1 multi-function printer/copier/scanner ("MFPCS") to use in the
Subleased Premises during the Sublease Term at a charge of $83.33 per month to be paid
directly to Sublessor on the first calendar day of each month. Ink and maintenance/repair
to be provided for the MFPCS by Sublessor. Sublessor will lease two (2) tablets and
three (3) laptop computers to Sublessee for use in Sublessee's operations at a cost of
$390.87 per month to be paid directly to Sublessor on the first calendar day of each
month. The laptop computers shall be Dell 5570 with the following specifications: Core
i5 processor; Windows 7 Pro (includes Win 10 Pro License); 4 GB Ram; 500 GB hard
drive; 15.6 screen; WiFi adapter; Sophos Antivirus software installed and maintained;
Office 365 installed and maintained; and Dell Support for three years. The tablets shall
have Office 365 installed and maintained. Any maintenance, repair or damage to the
computers and/or tablets which occurs during the Sublease that is (i) outside of normal
wear and tear and (ii) is not rectified by Dell Support shall be the sole responsibility of
Sublessee. The computers and tablets shall remain the property of Sublessor and
Sublessee shall return them to Sublessor upon expiration or termination of this Lease in
the same or similar condition as the start of the Sublease with normal use and wear and
tear excepted. Sublessee shall be required to pay for all other furniture, equipment and
supplies needed for its operations.
14. No Assignment or sublease of Sublease: Sublessee shall not, under any
circumstances, be permitted to assign or sublease the Sublease.
15. Termination: Sublessor or Sublessee may terminate this Sublease at any time
during the Sublease Term, for any reason, with at least ninety (90) days advance written
notice to the other party of the Sublease Termination Date, All provisions of the
Sublease shall remain in full force until the Sublease Termination Date,
SUBLESSOR:
Easter Seals-Michigan, Inc. d/b/a
Easter Seals Michigan
By:
Its:
Dated:
LANDLORD
Samara Property Management, L.L.C.
By:
Its:
Dated:
SUBLESSEE
The County of Oakland
By:
Its:
Dated:
Page 3 of 3
Final Version
•
..-easterseats •
Michigan
HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement (''Agreement") is executed as of , 2017 between
Easter Seals - Michigan, Inc. ("Covered Entity") located at 2399 E. Walton Blvd., Auburn Hills MI 48326 and
the County of Oakland ("Business Associate"), located at 1200 North Telegraph Road, Pontiac, Michigan
48341. (Covered Entity and Business Associate collectively the "Parties").
Recitals
A. Business Associate is engaged to provide certain services and/or activities ("Services") to Covered
Entity under one or more agreements between the Parties ("Underlying Agreement") pursuant to
which protected health information ("PHI") of persons served and/or employees may be created,
received, used or disclosed.
B. In connection with such Services, the Parties agree to protect the confidentiality and security of
PHI in accordance with federal and state laws and corresponding regulations including, but not
limited to, information protected by the Health Insurance Portability and Accountability Act of
1996, as amended by the Health Information Technology for Economic and Clinical Health Act
(the "H1TECH Act") provisions of the American Recovery and Reinvestment Act of 2009 ("ARRA")
and any regulations promulgated there under, as such law and regulations may be amended
from time to time (collectively, "HIPAA").
C. Covered Entity and Business Associate wish to comply with H1PAA applicable to the relationship
between a Covered Entity and its business associates, and Business Associate agrees that it shall
be prohibited from using or disclosing the PHI provided or made available by Covered Entity for
any purpose other than as expressly permitted or required by the Underlying Agreement.
NOW, THEREFORE, in consideration of the provisions herein and in the Underlying Agreements and
reliance thereon, the Parties agree as follows:
1. Definitions.
(a) "ARRA" means the American Recovery and Reinvestment Act of 2009.
(b) "Breach" has the same meaning as "breach" in Section 13400 of the HITECH Act. Specifically, the
acquisition, access, use or disclosure of PHI in a manner not permitted under the Privacy Rules
which compromises the security or privacy of the PHI. Notwithstanding the foregoing, the term
"Breach" shall not include (i) any unintentional acquisition, access or use of PHI by an employee
or individual acting under the authority of Covered Entity or Business Associate if (A) such
acquisition, access, or use was made in good faith and within the scope of authority or other
professional relationship of such employee or individual, respectively, with Covered Entity and (B)
such information does not result in the further use of disclosure in a manner not permitted by the
Privacy Rule; (ii) any inadvertent disclosure by an individual who is otherwise authorized to access
PHI at a facility operated by a Covered Entity or Business Associate to another similarly situated
individual at the same facility and the information received as a result of such disclosure is not
further used or disclosed in a manner not permitted by the Privacy Rule; and (iii) a disclosure of
PHI where a Covered Entity or Business Associate has a good faith belief that an unauthorized
person to whom disclosure is made would not reasonably have been able to retain such
information,
11/8/131
(c) "Compliance Date" means the date(s) established by the Secretary or the United States Congress
as the effective date(s) of applicability and enforceability of the HIPAA Rules and HITECH
standards.
(d) "Data Aggregation" has the same meaning as 'data aggregation' in 45 CFR §164.501, and
means with respect to protected health information created or received by a business associate
in its capacity as the business associate of a covered entity, the combining of such protected
health information by the business associate with the protected health information received by
the business associate in its capacity as a business associate of another covered entity, to permit
data analysis that relate to the health care operation of the respective covered entities.
(0) "Designated Record Set" has the some meaning as 'designated record set' in 45 CFR §164.501
and means records maintained by or for a Covered Entity that includes: (a) the medical records
and billing records about individuals maintained by or for a health care provider; (b) the
enrollment, payment, claims adjudication, and case or medical management record systems
maintained by or for a health plan; or (c) used, in whole or in part, by or for Covered Entity to
make decisions about individuals.
(f) "Electronic Health Record" shall have the same meaning as the term "electronic protected
health information" in ARRA, §13400(5),
(g) "HHS" means the U.S. Department of Health and Human Services.
(h) "HIPAA Rules" means both the Privacy Rule and Security Rule.
(I) "HITECH Standards" means the privacy, security and security breach notification provisions
applicable to a Business Associate under Subtitle D of the Health Information Technology for
Education and Clinical Health Act, which is Title XIII of the American Recovery and Reinvestment
Act of 2009, and any regulations promulgated thereunder.
6) "individual" has the same meaning as the term "individual" in 45 CFR §164.501 and includes a
person who qualifies as a personal representative in accordance with 45 CFR §164.502(g).
(k) "PHI" has the same meaning as the term "protected health information" in 45 CFR §§164.103 and
164.501, limited to the information created or received by Business Associate from or on behalf of
Covered Entity.
(I) "Privacy Rule" means the Standards for Privacy of Individually Identifiable Health Information at 45
CFR Part 160 and Part 164, Subparts A and E.
(m) "Required By Law" has the same meaning as the term "required by law" in 45 CFR §164.501.
(n) "Secretary" means the Secretary of the Department of Health and Human Services or his
designee.
(o) "Security Rule" means the Health Insurance Reform Security Standards, 45 CFR Parts 160, 162 and
164.
(p) "Unsecured PHI" has the same meaning as "unsecured protected health information" in Section
13402 of the HITECH Act.
2. Amendment. Each of the Underlying Agreements shall hereby be amended to include the
provisions of this Agreement. In the event of an irreconcilable conflict the provisions of this
Agreement shall govern.
2
3. Obligations and Activities of Business Associate.
(a) Business Associate shall not use or further disclose PHI other than as permitted or required by this
Agreement, the Underlying Agreement or as Required By Law. Business Associate may use and
disclose PHI that Business Associate obtains or creates only if such use or disclosure, is in
compliance with each applicable requirement of 45 CFR §164.504(e). The additional
requirements of the HITECH Act that relate to privacy and that are made applicable with respect
to Covered Entity shall also be applicable to Business Associate are incorporated into this
Agreement. Section 164.504{e)(1)(ii) of CFR Title 45, shall apply to Business Associate in the same
manner that such Section applies to a Covered Entity, with respect to compliance with the
standards in 45 CFR §§164.502(e) and 164.504(e), except that in applying such Section
164.504(e) (1)(1i) each reference to the Business Associate, with respect to a contract, shall be
treated as a reference to the Covered Entity involved in such contract.
(b) Business Associate shall use appropriate safeguards, including without limitation administrative,
physical, and technical safeguards, to prevent use or disclosure of the PHI other than as provided
for by this Agreement and to reasonably and appropriately protect the confidentiality, integrity,
and availability of any electronic PHI that it may receive, maintain, or transmit on behalf of the
Covered Entity. Sections 164.308 (Administrative Safeguards), 164.310 (Physical Safeguards),
164.312 (Technical Safeguards), and 164.316 (Policies and Procedures and Documentation
Requirements) of 45 CFR shall apply to Business Associate in the same manner that such Sections
apply to Covered Entity. Business Associate shall secure all PHI by technology standards, including
the use of standards developed under the HITECH Act, that PHI is developed or endorsed by a
standards developing organization that is accredited by the American National Standards
Institute and is consistent with guidance issued by the Secretary specifying the technologies and
methodologies, that render PHI unusable, unreadable, or indecipherable to unauthorized
(C) Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to
Business Associate from use or disclosure of PHI by Business Associate in violation of the
requirements of this Agreement.
(d) Business Associate shall promptly report to Covered Entity any use or disclosure of the PHI not
provided for by this Agreement or any security incident of which it becomes aware involving
Unsecured PHI of the Covered Entity within the time specified in Section 13402(d) of the
HITECH Act. Following the discovery of a Breach of unsecured PHI, Business Associate shall notify
Covered Entity of such Breach promptly after Business Associate has actual knowledge of such
use or disclosure. All reports of Breaches of Unsecured Protected Health Information shall be
made in compliance with 45 CFR §164.410 and will include the identification of each individual
whose unsecured PHI has been, or is reasonably believed to have been accessed, acquired, or
disclosed during the Breach. A Breach will be treated as discovered as of the first day that such
Breach is known or reasonably should hove been known by Business Associate.
(e) Business Associate shall ensure that any agent, including a subcontractor, to whom it provides PHI
received from, or created or received by Business Associate on behalf of Covered Entity, agrees
to the same restrictions and conditions that apply to Business Associate under this Agreement with
respect to PHI. Business Associate shall ensure that any agent, including subcontractor, to whom
it provides PHI received from, or created or received by Business Associate on behalf of the
Covered Entity, agree in writing to implement the reasonable and appropriate safeguards that
are at least as restrictive as those that apply to Business Associate through this Agreement to
protect the Covered Entity's PHI.
(f) Business Associate shall provide access, at the request of Covered Entity, and in the time and
manner designated by Covered Entity, to PHI in a Designated Record Set, to Covered Entity or, as
directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR
§164.524.
3
(g) Business Associate shall make available to Covered Entity such information that may be required
to fulfill Covered Entity's obligations to respond to a request for access to PHI as provided under 45
CFR §164.524 or to respond to a request to amend PHI pursuant to 45 CFR §164.526 at the request
of Covered Entity or an Individual, and in the time and manner designated by Covered Entity.
(h) Business Associate shall make available to the Covered Entity, or at the request of the Covered
Entity to the Secretary, internal practices, books, and records relating to the use and disclosure of
PHI received from, or created or received by Business Associate on behalf of, Covered Entity in a
time and manner designated by the Covered Entity or the Secretary, for purposes of the
Secretary determining Covered Entity's compliance with the Privacy Rules and Security Rules,
including policies and procedures for PHI, relating to the use and disclosure of PHI received from,
created, and received by Business Associate on behalf of Covered Entity,
(i) Business Associate shall document disclosures of PHI and information related to such disclosures as
would be required for Covered Entity to respond to a request by an Individual for an accounting
of disclosures of PHI in accordance with 45 CFR §164.528. Business Associate shall refer to
Covered Entity all such requests that Business Associate may receive from individuals.
(j) Business Associate shall provide to Covered Entity or an Individual, in time and manner designated
by Covered Entity, information collected in accordance with Section (3)(i) of this Agreement, to
permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of
PHI in accordance with 45 CFR §164.528.
(k) Business Associate hereby acknowledges and agrees that to the extent it is functioning as a
Business Associate of Covered Entity, Business Associate will comply with the applicable provisions
under HITECH Standards and with the obligations of a Business Associate as prescribed by the
HIPAA Rules commencing on the Compliance Date of each such provision.
(I) To the extent Business Associate is acting as a business associate as defined under the HITECH
Regulations, Business Associate shall be subject to the penalty provisions specified in Section 13404
of ARRA.
4. Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this
Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for,
or on behalf of, Covered Entity as specified in HIPAA and the Underlying Agreement, provided that
such use or disclosure would not violate the Privacy Rule or Security Rue if done by Covered Entity.
(a) Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper
management and administration of the Business Associate or to carry out the legal responsibilities
of the Business Associate.
(b) Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper
management and administration ot the Business Associate, provided that disclosures are required
by law, or Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will remain confidential and used or further disclosed only as
Required By Law or for the purpose for which it was disclosed to the person, and the person
notifies the Business Associate of any instances of which it is aware in which the confidentiality of
the PHI has been breached.
(c) Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data
Aggregation services to Covered Entity as permitted by 42 CFR §164.504(e)(2)(i)(B).
(d) Business Associate may use PHI to report violations of law to appropriate federal and state
authorities, consistent with §164.502(j)(1) and any regulations under ARRA.
4
5. Obligations of the Covered Entity.
(a) Covered Entity shall notify Business Associate of any facts or circumstances that affect Business
Associate's use or disclosure of PHI. Such facts and circumstances include, but are not limited to:
(i) any limitation or change in Covered Entity's Notice of Privacy Practices in accordance with 45
CFR §164.520, (ii) any changes in, or withdrawal of, an authorization provided to Covered Entity
by an Individual in accordance with 45 CFR §164.508, to the extent that such limitation may affect
Business Associate's use or disclosure of PHI, and (iii) any restriction to the use or disclosure of PHI
that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such
restriction may affect Business Associate's use or disclosure of PHI.
(b) Covered Entity agrees that it has entered into Business Associate agreements with each third
party to whom Covered Entity directs and authorizes Business Associate to disclose PHI.
6. Permissible Requests by the Covered Entity. Covered Entity shall not request Business Associate to
use or disclose PHI in any manner that would not be permissible under the HIPAA Rules.
7. Term and Termination,
(a) Term. The Term of this Agreement shall be effective as of the date executed by the Parties, and
shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or
received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered
Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in
accordance with the termination provisions in this Section.
(b) Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business
Associate, Covered Entity may, in its sole discretion, either: (i) provide Business Associate with an
opportunity to cure the breach within a time period specified by the Covered Entity or end the
violation and then terminate the Underlying Agreement if Business Associate does not cure the
breach within the time period specified by the Covered Entity; (ii) immediately terminate this
Agreement and the Underlying Agreements if the Business Associate has breached a material
term of this Agreement and cure is not possible; or (iii) if the Business Associate has breached a
material term of this Agreement and neither a cure nor termination are feasible, Covered Entity
shall report the violation to the Secretary.
(c) Effect of Termination.
i. Except as provided in Subsection (ii) of this Section, upon termination of this Agreement or
the Underlying Agreement for any reason, Business Associate shall return or destroy all PHI
received from Covered Entity, or created or received by Business Associate on behalf of
Covered Entity. This provision shall apply to PHI that is in the possession of subcontractors or
agents of Business Associate. Business Associate shall retain no copies of the PHI.
ii. If Business Associate determines that returning or destroying the PHI is not feasible, Business
Associate shall provide to Covered Entity notification of the conditions that make return or
destruction not feasible. Upon mutual agreement of the Parties that return or destruction of
PHI is not feasible; Business Associate shall extend the protections of this Agreement to such
PHI and limit further uses and disclosures of such PHI to those purposes that make the return
or destruction not feasible, for so long as Business Associate maintains such PHI.
iii. Business Associate's obligations under Sections 3 and 4 of this Agreement shall survive the
termination of this Agreement with respect to any PHI that remains in possession of Business
Associate.
5
8. Miscellaneous.
(a) Regulatory References. A reference in this Agreement to a section in the Privacy Rule or Security
Rule means the section as in effect or as amended, and for which compliance is required.
(b) Agreement. This Agreement, including this subsection, and Underlying Agreements, may be
amended, changed or modified only in a written agreement signed by duly authorized
representatives of each Party. No full or partial waiver or discharge in regard to this Agreement or
Underlying Agreements or any term or condition of this Agreement or Underlying Agreements shall
be valid or binding unless embodied in a written document signed by an authorized
representative of the Party against which such waiver or change is sought to be enforced.
(c) Survival. The respective rights and obligations of Business Associate under Section 4(c) of this
Agreement shall survive the termination of this Agreement and/or the Underlying Agreements, as
shall the rights of access and inspection of Covered Entity.
(d) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that
permits Covered Entity to comply with HIPAA.
(e) Governing Law; Conflict. This Agreement shall be enforced and construed in accordance with
the laws of the State of Michigan other than its conflicts of law principles. Jurisdiction of any
litigation with respect to this Agreement shall be in Michigan.
(f) Effective Date. This Agreement shall become effective as of the date the Underlying Agreement
("Effective Date") and shall remain in effect during the entire period the Underlying Agreement is
effective; provided, however, that provisions in this Agreement that are prospectively required by
the HITECH Act provisions of HIPAA shall have an effective date as of the effective date in the
HITECH Act. This Agreement shall replace and supersede in its entirety any prior Business Associate
Agreement(s) between the Parties.
COVERED ENTITY:
By: Easter Seals Michigan, Inc.
Signature:
BUSINESS ASSOCIATE:
By:
Signature:
Title: Title:
Date: Date:
6
EXHIBIT A
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into as of the date indicated' on the Lease
Data Exhibit attached hereto by and between SAMARA PROPERTY MANAGEMENT, LLC, a Michigan
limited liability company ("Landlord"), whose address is indicated on the Lease Data
Exhibit, and the party identified as "Tenant" on the Lease Data Exhibit,
ARTICH I
GRANT AND TERM
Section 1.01 Leased Premises. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord those premises .located. at 1010 E. West Maple, Walled Lake, Michigan
(Property");. which preMises consists of the square feet of around floor' area Specified
on the Leased. Data Exhibit ahd more commonly known by the street a et forth in the
Lease Data Exhibit ("Leased Premisesiq. The Property is more particularly described in
Ekhibit A attached hereto. Landlerd reserves the right to ohange, add to or subtreet from
the name, appearance and sire' of the land, buildings or common areas of the Property and
its sign so long as the Property complies with the requirements of the local
municipality.
Section 1.02 Term. The term of this Lease shall be the number of years specified
on the Lease Data Exhibit, beginning on the Commencement Date ac. defined in the Lease
Data Exhibit.
Section 1.03 Maintenance and Construction. Landlord shall keep in good repair the
four outer walla and roof of the building in which the Leased Premises are located but
TRA the doors, window or related frames or hardware. Tenant shall promptly notify
Landlord in writing of any repairs which are the responsibility of the Landlord to
perform, Landlord shall not be called upon to take any other repairs of any kind except
as provided in Articles V, X and. XI hereof, and in all events Shall not be required to
make any repairs occasioned by the act or negligence of Tenant, its agents or eMployeee.
It is agreed that except as set forth in the Lease Data Exhibit, the Tenant hereby
formally accepts the Leased Premises in an 'as is" condition except as modified in the
attached Lease Data Exhibit. Tenant shall not make or cause to be made any alterations,
additions, or improvements to. the Leased Premises, or install or cause to be installed
any exterior signs, floor covering, interior Or exterior lighting, plumbing. .fixtures,
Shades, canopies, or awnings; or make any changes to the front, the mechanical,
electrical, or sprinkler systems in the. Leased Tremises without the prior written
approval of the Landlord.
ARTrCLE TI
RENT
Section 2.01 Rent. The rent payable by Tenant during the ,term of this Lease shall
be as set forth on the Lease Data Exhibit. The rent shall be payable by Tenant in
advance in monthly installments in accordance With the schedule on or before the first
day, of each month, at the office of Landlord, without any prior demand therefor or
without any deductions or setoff whatsoever. The first month's rent Shall be due and
payable on or before the Commencement Date. Any and all sums of money or eharges
required to be paid by Tenant under this. Lease shall be deemed to .be rent,. and shall be
due and payable at the office of Landlord. as provided herein without prior- demand, and
without any deductien or setoff whatsoever;
section 2.02 Tenant 's Tax Obligation. Tenant agrees to pay- to Landlord ita
proportionate sharp of the amount ef all real estate taxes and apeeesments (general. and
Special) which may be assessed against the Property or any tax iii substitution therefore
."Real Estate Taxes".) becomipg due. and payable during the term of this Lease. Real
Setate Taxes shall be deemed to accrue ratably each month of the year during which such
taxes become due and 'payable, Tenant's proportionate share shall be the proportion which
the floor area of the Leased Premises bears to the total floor area of the rentable .space
of the Property (6,985 of 'useable square footage/15,522 total useable Square footage .
44.74%). Landlord will annually estimate the amount of such Real Estate Taxes and will
notify Tenant of its share in writing, which at the Landlord's option, will be paid in
advance monthly along with the rent. Laudlord shall adjust' euch estimate annually to
reflect: the actual Real Estate Tax, at which time Landlord 'shall .credit Tenant's next
EXHIBIT A
Real Estate Tax payment with the excess of such estimated payments made over the actual
amount or, if appropriate, Tenant shall pay to Landlord together with the next payment of
minimum rent the difference between the actual tax amount and such estimate,
Section 2.03 Lease Year. The term "Lease Year" as used herein Shall mean each
calendar year during the term of this Lease, except that the first Lease Year shall begin
on the Commencement Date of this Lease and the last Lease Year shall end on the date this
Lease expires or sooner terminates.
ARTICLE III
SECURITY DEPOSIT
Section 3.01 Security Deposit. Tenant shall deposit with Landlord the sum set
forth in the Lease Data Exhibit as security for the performance by Tenant of thie Lease.
Upon an Event of Default, Landlord may apply or retain the whole or any part of the
security in satisfaction of damages incurred.
ARTICLE IV
CONDUCT OF BUSINESS BY TENANT
Section 4.01 Use of Premises. Tenant covenants and agrees to use the Leased
Premises only for the operation of the business described in the Lease Data Exhibit and
Tenant shall obtain the necessary permits therefor. Tenant shall conduct its business at
the Leased Premises under the name set forth on the Lease Data Exhibit.
Section 4.02 Care of Premises. Landlord agrees to maintain the heating and
cooling mechanical systems (subject to including a maximum portion of the cost of such
maintenance and repair as part of the common area charges as set forth in Article v
hereof), air conditioning, utility infrastructures that support the Building and any
other equipment installed in the Premises in good order, condition and repair and in
accordance with applicable ordinances and regulations, all at its sole cost and expense.
Tenant agrees to redecorate, paint and replace all carpeting in the Leased Premises as
necessary and to maintain and repair the plumbing and electrical systems in relation only
to the Leased Premises, If a licensed plumber chosen jointly by Landlord and Tenant
finds that that Tenant, its employees or invitees used the plumbing facilities or the
adjoining or connecting sewer lines or mains improperly, then the expense of any damage
or repair shall be borne by Tenant. Tenant shall not perform any acts or carry on any
practices which may disturb other tenants in the Property and shall at all times keep the
Leased Premises clean and free from rubbish and dirt and shall store all trash and
garbage in the Leased Premises. At Landlord's election, Tenant shall secure and pay for
containers for Tenant's garbage and trash. Such container shall be picked up when and
located where Landlord may direct.
Section 4.03 Right of Entry. Landlord shall have the right to install, maintain,
use, repair and replace pipes, ducts, wires and conduits leading through the Leased
Premises in locationa which will not materially interfere with Tenant's use.
Section 4.04 Signs and Advertising. Tenant may erect sign(s) to be affixed on the
North (west half) and West sides of the Building in a size not to exceed fifty percent
(50d of the maximum allotment for signage under the Walled Lake sign ordinance. Tenant
shall submit its sign design to the Landlord for approval prior to installing the same,
which approval shall not be unreasonably withheld. Tenant may also place signage in the
Building Lobby entrance area in the south portion of the middle half of the entranceway.
ARTICLE V
COMMON AREAS
Section 5.01 Maintenance and Designation of Common Areas. The term "common areas"
shall include, without limitation, all parking areas, access roads, driveways, sidewalks,
loading areas, retaining walls, lighting facilities, drainage facilities, pylon signs,
equipment storage areas, lobbies, entryways, the heating and cooling system serving the
Leased Premises (subject to the limitations set forth in Section 5.02), comfort stations,
landscaped and planting areas and other facilities designated from time to time by
Landlord as common areas whioh may be provided for the general use of Tenant in common
with other tenants of the Property, their customers and invitees or for compliance with
the amendment to or enactment of any law, ordinance or regulation. Landlord shall be
responsible to reasonably arrange, operate, repair and maintain the common areas in its
sole discretion. Tenant's right to use the common areas is subject to such rules and
regulations as Landlord may establish from time to time, and Landlord's right to close
any of the common areas for repair/maintenance purposes or to utilize portions of the
common areas for entertainment, displays, advertising, or for such other uses which in
Landlord's judgment tend to attract the public.
EXHIBIT A
Section 5.02 Tenant's Share of Common Area Expense. Tenant agrees to pay Landlord
as additional rent its proportional share of the cost of operating, repairing and
maintaining all of the common areas, to Which shall be added an amount equal to ten
percent (101) thereof for administrative costs. Such costs shall include all sums
expended by Landlord for the operation, repair and maintenance of the common areas,
including, without limitation, the cost of: lighting; resurfacing, repainting and
restriping pavement and parking areas; cleaning and other janitorial services;
maintenance, repair or replacement of the heating and cooling system serving the Leased
Premises ("HVAC Repairs"), provided that the maximum amount billed to Tenant for Tenant's
share for HVAC Repairs for preventative maintenance in any year during the term of this
Lease, as extended, shall not exceed Five Hundred Dollars ($500.00) on a cumulative basis
and provided that the maximum amount billed to Tenant for Tenant's share for HVAC Repairs
for any form of repair, maintenance and/or replacement outside of preventative
maintenance in any year during the term of this Lease, as extended, shall not exceed Five
Hundred Dollars ($500.00) on a cumulative basis , providing garbage container and pick-up
service; snow removal, planting and relandscaping; drainage (including regular cleaning
of the sanitary and storm drains); modifications which may be required by a change in or
enaCtment of any law, ordinance or governmental regulation to which the Landlord or
Property may be subject; personal property taxes, supplies, periodic decorations and
ornamenta; total compensation benefits paid to or on behalf of the employees; and
depreciation of equipment acquired for use in connection with the common areas; but shall
not include taxes or assessments or any other charge or cost which Tenant is otherwise
required to pay herein. Tenant's proportionate share, for purposes of this Section 5.02,
shall be the proportion which the total floor area of the Leased Premises bears to the
total floor area of the building at the Property (6,988 of useable square footage/15,522
total square footage e 44.74%). Landlord may estimate the cost of common area operation
and maintenance and will notify Tenant in writing if there is a change in Landlords'
estimate which shall be paid monthly along with the rent. Landlord shall adjust such
estimate annually to reflect actual expenses, at which time Landlord shall credit
Tenant's next common area maintenance payment with the excess of such estimated payments
over the actual expenses or, if appropriate, Tenant shall pay to Landlord, together with
the next payment of minimum rent, the difference between the actual expenses and such
estimate.
ARTICLE VI
INSURANCE AND INDEMNIFICATION
Section 6.01 Tenant's Insurance Requirements. Tenant shall secure, at its sole
cost and expense, comprehensive public liability and property damage insurance with
respect to the Leased Premises and the areas adjacent to the Leased Premises with a
single combined public liability limit of not less than One Million Dollars ($1,000,000)
and with property damage liability limits of not less than One Hundred Thousand Dollars
($100,000). Tenant shall also secure, at it Sole cost and expense, fire and extended
coverage insurance covering the Tenant's personal property, fixtures, improvements and
alterations located on the Leased Premises. All policies of insurance required to be
maintained by Tenant shall name Landlord and any other parties in interest designated by
landlord as additional insureds and shall contain a provision that the insurer will not
cancel or change the insurance without giving Landlord thirty (30) days , prior written
notice. Such policies shall provide that the same will remain in full force and effect
with proceeds payable in accordance with their terms notwithstanding any act or
negligence of Tenant. Tenant shall furnish to landlord such evidence as Landlord may
require that the insurance is in full force and effect and that the premiums therefor
have been paid.
Section 6.02 Landlord's Insurance. Landlord shall keep in full force and effect
(i comprehensive public liability and property damage insurance with respect to the
Property with limits of not less than the amounts specified in Section 6.01 hereof; (ii)
fire and extended coverage insurance covering the Property and all appurtenances thereto
(except Tenant's merchandise, trade fixtures, furnishings, equipment and personal
property), together with special extended coverage endorsements commonly known as "all
risks" endorsements in an amount equal to the full replacement value, if available, but
not less than that required by Landlord's mortgagee, if any, from time to time; and (iii)
workmen's compensation insurance, contractors operations insurance, rental insurance and
such other coverage deemed necessary by it or its mortgagee, if any. Tenant agrees to
pay Landlord as additional rent Tenant's proportionate share of the cost of Landlord's
insurance payable in any Lease Year. Tenant's proportionate share shall be the
proportion which the total floor area of the Leased Premises bears to the total floor
EXHIBIT A
area of the rentable space of the buildings in the Property(6,988 of useable square
footage/15,522 total square footage = 44.74%). Landlord will estimate the amount of such
costs and will notify Tenant of its proportionate share of such estimate, which will be
paid monthly in advance along with the rent. Any over or under charges will be adjusted
when Landlord becomes aware of the actual insurance expense.
Section 6.03 Covenant to Mold Harmless. Tenant covenants to indemnify and hold
harmless Landlord from and against all claims and all costs (including reasonable
attorneys' fees), expenses and liabilities incurred in connection with all claims,
actions or proceedings arising from or as a result Of any negligent act or omission of
Tenant or any subtenant, concessionaire or licensee of Tenant or its agents, contractors
or employees. it is understood and agreed that all of Tenant's personal property upon or
in the Leased Premises shall be kept, stored or maintained at the sole risk of Tenant.
Section 6.04 Increased Insurance Hazard. Tenant will not permit any activity to be
conducted or good or item to be located or stored in or on the Leased Premises which
might in any way tend to increase the insurance rates or invalidate the insurance on the
Leased premises and/or the Property. Tenant agrees to pay any increases in premiums for
insurance that may be charged and all other costs or damages resulting from the
foregoing.
Section 6.05 Waiver of Subrogation. Landlord and Tenant hereby release each other
and their respective agents and employees from any and all liability to each other or
anyone claiming through or under them by way of subrogation or otherwise for any loss or
damage to property caused by or resulting from risks insured against under fire or
extended coverage casualty insurance carried by the parties hereto and in force at the
time of any such loss or damage; provided, however, that this release shall be applicable
only with respect to loss or damage occurring during such time as the releasoris policies
contain a clause or endersement to the effect that any such release shall not adversely
affect or impair such policies or prejudice the right of the releasor to recover
thereunder. Landlord and Tenant each agrees that it will request its insurance carriers
to include in its policies such a clause or endorsement, and will include such a clause
if available.
ARTICLE VII
UTILITY CHARGES
Section 7.01 Utility Charges. Tenant shall pay to Landlord its proportionate share
of all utility charges for the Leased Premises including water, sewer, gas, and
electricity charges bated on the following proportion - (i) for the first 12 months of
the Lease Term, Tenant Shall pay one hundred percent (100%) of the cost of such
utilities, and Tenant shall control all the thermostats for the Leased Premises and any
vacant space in the Building during such 12 month period; and (ii) after the initial 12
months period, Tenant shall pay its Share of ality charges based on the proportion that
the total floor area of the Leased Premises bears to the total floor area of the rentable
space of the buildings in the Property (6,988 of useable square footage/15,522 total
square footage . 44.74%). The obligation of Tenant to pay for water, sewer, gas and
electricity, and heating and air Conditioning, an herein provided, shall commence on the
Commencement Date of this Lease,
ARTICLE VIII
ASSIGNMENT AND SUBLETTING
Section 8.01 Assignment. Tenant may assign, mortgage or encumber this Lease or
any interest in this Lease or sublet or permit the Leased Premises or any part thereof to
be used by others with Landlord's consent which shall not be unreasonably withheld If
this Lease is assigned or if the Leased Premises or any part thereof is sublet or
occupied by anybody other than Tenant, Landlord may collect rent from the assignee,
subtenant or occupant and apply the net amount collected to the rent herein reserved and
the same shall not constitute a waiver of this covenant or a release of Tenant from this
Lease. The consent by Landlord to an assignment or subletting shall not be construed to
relieve Tenant from obtaining the consent in writing of Landlord to any further
assignment or subletting.
Notwithstanding the foregoing o in this Lease to the contra w the
LANDLORD'S consent wri,tsn_not ic..to Landlord, rEN NTttir.2,a1 this
_p&portior_lof iPem ses t o i a ergo or a t 't
indrettly. TE AtrIterWD Lease or sublet
which [111e TENANT or i s under
cemeee_gontrole with TENANT. (ii). any suecessore_t_eTENARL_Iw merger, coneolidae_ieffiLear
operat'on of law ii an erson o 't horn a 1 or subst nt'all all f T N 'VS
EXHIBIT A
assets are conysaad,....arlkamany subsidiary of Tenant, successor to Tenant by merger, or an
affiliate of Tenant. The term "affiliate of Tenant" as used herein shall mean an entity
controlling, controlled by, or under common control with Tenant. Notwithstanding
anything herein to the contrary, the Tenant shall not be released from any obligation or
liability under the Lease which accrue subsequent to such an assignment or subletting.
ARTICLE IX
ESTOPPEL STATEMENT, ATTORNMENT AND SUBORDINATION
Section 9.01 Estoppel Statement. Within ten (10) days after each request by
Landlord, Tenant shall execute in recordable form and deliver to Landlord a written
certification that: (i) this Lease is in full force and effect; (ii) the Commencement
Date; (iii) rent is paid currently without any offset or defense thereto; (iv) the amount
of rent, if any, paid in advance; (v) there are no uncured defaults by Landlord or
stating those claimed by Tenant; and (vi) such other information as may be requested by
Landlord's mortgagee, prospective purchaser Or other party identified in Section 9.03.
Section 9.02 Attornment. Tenant shall, in the event of the sale or assignment of
Landlord's interest in the Leased Premises, or in the event of foreclosure or the
exercise of the power of sale under any mortgage, or upon delivery of a deed-in-lieu of
foreclosure, attorn to the purchaser and recognize such purchaser as the Landlord under
this Lease. Such attornment shall be self-operative without the execution or delivery of
any further instrument by Tenant; however, no such attornMent shall cause such subsequent
Landlord to be liable for any act or omission of Landlord or bind it for any rent or
additional rent which Tenant may have paid in advance to Landlord.
Section 9.03 Subordination. Tenant hereby agrees that this Lease is and shall be
subject and subordinate at all times to any and all present and future ground or
underlying leases, leasehold mortgages, mortgages and building loan mortgages affecting
Landlord's interest in the Property, provided that such mortgagee agrees that the
Tenant's interest hereunder shall not be disturbed so long as Tenant is not in default
hereunder. Tenant also covenants and agrees that any mortgagee, overriding or ground
lessor may elect at any time to have this Lease prior to its interest in the Property,
and in the event of such election and upon notification to Tenant to that effect, this
Lease shall thereupon be deemed so prior, whether this Lease is dated prior or subsequent
to the date of such other interest.
ARTICLE X
DESTRUCTION OF LEASED PREMISES
Election to Terminate. If the Leased Premises shall be damaged
or destroyed in whole or in part by fire or any other casualty or occurrence and
insurance proceeds with respect to such casualty or occurrence shall be unavailable to
Landlord for repairs or rebuilding, or if more than fifty percent (50%) of the floor area
of the building in which the Leased Premises are located shall be damaged or destroyed by
fire or any other casualty or occurrence, then Landlord may elect either to repair or
rebuild the Leased Premises or to terminate this Lease upon giving notice of such
election in writing to Tenant within sixty (60) days after the happening of the event
causing the damage, Rent shall be prorated as of the date of any such termination.
Section 10.03 Abatement of Rental. If the casualty, repairing or rebuilding
of the Leased Premises shall render the Leased Premises untenantable in whole or in part,
a proportionate abatement of all charges due under the Lease including, but not limited
to, rent, Real Estate Taxed and charges due under Section 5.02 shall be fully abated
from the date when the damage occurred until the date Landlord completes the repairs or
rebuilding rendering the Leased Premises useable by Tenant for the permitted uses set
forth in the Lease Data Exhibit. Said abatement shall be computed on the basis of the
ratio of useable floor area of the Leased Premises versus untenable area in the Leased
Premises. In the event Landlord elects to terminate this Lease, all charges due under
Section 10.01 Reconstruction of Damages Premises. If the Leased Premises
shall be damaged or destroyed in whole Or in part by fire or other casualty and unless
Landlord shall elect not to rebuild as hereinafter provided, the Leased Premises shall be
repaired by Landlord at Landlord's expense, provided that Landlord shall not be obligated
to expend an amount in excess of the insurance proceeds made available. If Landlord
rebuilds the Leased Premises as provided in this Article X, Tenant shall promptly repair
or replace its merchandise, trade fixtures, furnishings, equipment, personal property and
leasehold improvements.
Section 10.02
EXHIBIT A
the Lease including, but not limited to, rent, Real Estate Taxes and charges due under
section 5.02 shall be fully abated starting from the date when the damage occurred until
the date Landlord terminates this Lease.
ARTICLE XI
EMINENT DOMAIN
Section 11.01 Total Condemnation. In the event that the whole of the Leased
Premises is taken in any proceeding by public authorities by condemnation or otherwise,
then the term of this Lease shall cease and termieate as of the date of title vesting and
all rentals shall be paid up to that date. Whenever there is a reference in this Lease
to a taking by public authority, such reference shall be deemed in each case to include a
purchase and sale in lieu of such taking.
Section 11.02 Partial Condemnation. In the event that more than twenty-five
percent (25%) of the floor area of the Leased Premises shall be taken as hereinabove
described, then either party shall have the option of terminating this Lease by notifying
the other in writing, and upon such notice being given, the condemnation shall be treated
as a total condemnation. In the event that more than fifty percent (50%) of the floor
area of the building in which the Leased Premises are located is taken, or in the event
that any portion of the common areas is taken such that operation of the Property in
accordance with applicable governmental laws or regulations or sound business practices
is no longer possible, then either party shall have the option of terminating this Lease
by notifying the other party in writing, and upon such notice being given the
condemnation shall be treated as a total condemnation. In the event that this Lease is
not terminated following a taking, then Landlord shall, at its sole cost and expense,
restore the remaining portion of the Property to the extent necessary to render the
Leased Premises suitable for the purposes for which it was leased, provided that such
work shall not exceed the scope of the work originally required of Landlord under Section
1.03 and that the cost thereof shall not exceed the proceeds of its condemnation award.
In such event, this Lease shall continue for the balance of its term as to the part of
the Leased Premises remaining and the rent to be paid by Tenant after such taking shall
be reduced prorate in the proportion which the floor area of the Leased Premises
remaining bears to the entire floor area of the Leased Premises prior to such taking.
Section 11.03Distribution of Award. Tenant waives all rights or claims incident to
a total or partial taking and all compensation awarded or paid upon such taking shall
belong to and be the property of Landlord, provided, however, that Tenant shall be
entitled to claim and recover from the condemning authority, but not frem Landlord, such
compensation as may be separately made to Tenant for depreciation to and cost of removal
of its merchandise and trade fixtures unless a payment made to Landlord by the condemning
authority includes such compensation intended to be paid to Tenant
ARTICLE XII
DEFAULT OF TENANT
Section 1201. Event of Default. The occurrence of any of the following shall
constitute an Event of Default hereunder and entitle Landlord to pursue all remedies
allowed hereunder together with those allowed by law:
(a) Delinquency in the payment of rent or any other amount payable by
Tenant under this Lease for a period of seven (7) days after the due date.
(b) Failure to perform or to comply with any of the terms, covenants,
conditions or agreements to be performed under this Lease other than those
specifically described in this Section 12.01, and failure to rectify or remove said
default(s) within thirty (30) days after written notice of same or within the time
period which is otherwise applicable, if shorter.
(o) Commencement by or against Tenant of a proceeding under the United
States Bankruptcy Code and the failure of the trustee to properly assume this Lease
or permit this Lease to be deemed rejected or terminated.
(d) Filing by or against Tenant or Guarantor of Tenant's obligations
hereunder in any court pursuant to any state statute of a petition in bankruptcy or
insolvency, or for reorganization or rearrangement, or for the appointment of a
receiver or trustee of all or a portion of Tenant's or said Guarantor's property
(except when any such proceeding is filed against Tenant or its Guarantor, such
party shall have sixty (so) days after commencement to have such proceeding
dismissed), or for any assignment of the property of Tenant or its Guarantor for
the benefit of creditors.
Section 12.02 Remedies. Upon default, and in addition to any other available
remedy, the Landlord shall have the right to any or all of the following remedies: (i)
to terminate this Leaee or to allow this Lease to survive; (ii) to re-enter and remove
EXHIBIT A
all persons and property and place such property in storage for the account and cost of
Tenant; (iii) to make such alterations and repairs as Landlord deems necessary to enable
Landlord to relet the Leased Premises; (iv) to relet the Leased Premises; and (v) to
collect rent and all other damages provided herein. In the event of re-entry by
Landlord, with or without termination of this Lease, the liability of Tenant for rent and
all other charges then or thereafter due shall survive and prepaid rent may be retained
by Landlord and applied as provided hereinafter. Tenant shall also be and remain liable
for all sums due and damages incurred by reason of any default, including, without
limitation, the cost to recover possession of and restore the Leased Premises, reasonable
attorneys' fees and the present worth at termination of this Lease of the excess, if any,
of the amount of rent and Other charges due hereunder for the remainder of the lease
term, over the then reasonable rental value of the Leased Premises for the remainder of
the lease term. Upon reletting, all sums received by Landlord shall be applied to the
payment of any sum collectible by Landlord hereunder whether then due or coming due
thereafter. If sums received from reletting are less than that to be paid by Tenant
hereunder, Tenant shall immediately pay such deficiency to Landlord. Any suit brought to
collect the deficiency for any month shall not prejudice the right of eandlord to collect
the deficiency for any subsequent month by similar proceeding. Landlord shall not be
liable for failure to relet or collect rent due upon reletting, and no failure shall
relieve or otherwise affect the liability of Tenant. Landlord's pursuit of any one
remedy allowed herein shall not be deemed an election of remedies or prevent Landlord
from pursuing any other remedy whether concurrently or at a later time.
Section 12.03 Laws of the State of Michigan.
(a) This Lease shall be governed by and construed in accordance with the laws of
the State of Michigan. The unenforceability, invalidity or illegality of any teem or
provision of this Lease shall not render any other term or provision unenforceable,
invalid or illegal.
(b) Any notice, demand, request, consent or other instrument which may be or is
required to be given under this Lease shall be in writing and either served personally or
sent by United States registered or certified mail., return receipt requested, postage
prepaid, and addressed to the address set forth in the Lease Data Exhibit, or at such
other place as either party may designate by written notice to the Other. Any writtee
notice sent by mail shall be deemed to have been served as of the next regular day for
delivery of mail after the date it was mailed in accordance with the foregoing
provisions.
ARTICLE XIII
SURReNDeR OF PREMISES, SUCCESSORS
Section 13.02 Surrender of Leased Premises. On or before the expiration or
earlier termination of this Lease, Tenant shall surrender to Landlord the Leased Premises
and all of Tenant's alterations and fixtures broom clean, in good order and condition
(excepting reasonable wear and tear and destruction to the Leased Premises described in
Article XII hereof). Tenant may remove only those alterations or improvements to the
Leased Premises which are installed by Tenant and which are trade fixtures which may be
removed without material damage to the Leased Premises and which, but are not limited to,
furniture, storage and display cases, counters shelves and racks. All other alterations
and fixtures including, without limitation, those in the nature of ventilating, air-
conditioning, plumbing, sprinkling systems, outlets, partitions, doors, paneling, molding
and flooring shall be surrendered with the Leased Premises. Tenant shall perform all
repairs or restoration made necessary by the removal of any property as allowed by this
Section.
Section 13.02 Successors. Except as otherwise set forth herein, all rights
and liabilities herein shall extend to and bind the several respective successors and
assigns of the parties. No rights, however, shall inure to the benefit of any assignee
of Tenant unless the assignment to such assignee has been approved by Landlord in writing
as provided in Section 0.01 hereof. In the event of any transfer or transfers of
Landlord's interest in the premiees, the transferor shall be automatically relieved of
any and all obligations and liabielities on the part of Landlord accruing from and after
the date of such transfer.
Section 13.03 Holding Over. Any holding over after the expiration of the terms
shall be construed to be a tenancy from month to month at the rent established from time
to time by Landlord in its written notice to Tenant, in no event less than 125% the
monthly rent herein specified, and on the terms and conditions herein specified.
EXHIBIT A
ARTICLE XIV
QUIET ENJOYMENT
Section 14.01 Landlord's Covenant. Upon payment by Tenant of the rents herein
provided and upon the observance and performance of all the covenants, terms and
conditions on Tenant's part to be observed and performed, Tenant shall, subject to the
terms and conditions of this Lease, peaceably and quietly hold and enjoy the Leased
Premises. Landlord shall not be liable to Tenant for any loss or damage that may be
occasioned by the acts or omissions of persons or tenants in the Property or any loss or
damage resulting to Tenant or his property unless caused by the negligent acts or
omissions of Landlord, its agents or employees.
Section 14.02 Liability of Landlord. Tenant hereby agrees that Landlord's
liability in connection with any Landlord default hereunder shall be limited to the
proceeds of sale received upon execution, following judgment, against the Property and
out of the rents or other income from such property receivable by Landlord, or out of the
consideration received by Landlord from the sale or other disposition of the Property,
and Landlord and its agents, employees and any other persons holding interests under or
through Landlord shall not be liable for any deficiency.
ARTICLE XV
MISCELLANEOUS
Section 15.01 Taxes on Leasehold. Tenant shall pay before delinquency all
taxes, assessments or other charges levied, assessed or charged during the term of this
Lease against any leasehold interest or improvements or personal property of any kind
regarding the Leased Premises. If any such amounts are levied against Landlord, Tenant,
on demand, shall reimburse Landlord for the amount of taxes so levied against Landlord.
Section 15.02 Force Majeure. In the event Landlord or Tenant is delayed
or prevented from performance of any act required hereunder by reason of strikes,
lockouts, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrection, war or other reason of a like
nature not the fault of such party, then the performance of such act shall be excused for
the period of the delay. The provisions of this Section 15,02 shall not operate to
excuse Tenant from the payment of rent or any other payments when required by the terms
of this Lease.
Section 15.03 Liens. In the event any mechanic's lien(s) shall be filed
against the Leased Premises or Tenant's interest as a result of the work undertaken by
Tenant, Tenant shall, within ten (10) days after receipt of notice, discharge such
lien(s) by payment of the indebtedness or by filing a bond (as provided by statute) as
security therefor,
Section 25.04 Late Charges and Interest on Late Payments. If any amount due
from Tenant is not received by Landlord within seven (7) days of when due, Tenant shall
pay to Landlord an additional sum equal to five percent (5%) of such overdue amount as a
late charge. In addition, any such amount which is not received by Landlord within seven
(7) days of when due shall bear intereat at ten percent (10%) per annum (or such lesser
rate equal to the maximum interest rate then permitted by law) from the date due until
received.
Section 15.05 Waiver. The failure of Landlord to enforce its available rights
and remedies shall not be construed as a modification of this Lease or as a waiver of
Landlord's available rights or remedies. No waiver by Landlord shall be effective unless
in a writing executed by Landlord.
Section 15.06 Real Estate Brokers. It is agreed that neither party has had
any dealings with any real estate broker or finder with respect to this Lease except the
broker indicated on the Lease Data Exhibit, whose commissions or fees, if any, shall be
payable by the party indicated on the Lease Data Exhibit. Except for such broker, each
party hereto shall indemnify and hold the other party harmless from all damages which may
be asserted against the other party by any broker or finder with whom the other party has
dealt.
Section 15.07 Tenant and Employee Parking. Landlord represents to Tenant and
its concessionaires, agents and employees that at all times during the Term of this Lease
there will be a minimum of seventy (70) common parking spots, and shall be available at
the Building, including 4 handicap parking spots. Landlord may modify this parking
representation as long as it meets municipal code or approval.
Section 15.08 Interpretation. This Lease and the Exhibits and Eider, if any,
attached set forth all the covenants, promises, agreements, conditions and understandings
between Landlord and Tenant. No amendment or addition to this Lease shall be binding
unless in writing and signed by each party. Nothing contained herein shall be deemed to
create the relationship of principal and agent or of partnership or joint venture between
EXHIBIT A
the parties. Nothing contained herein shall be construed to limit the right of Landlord
to rent any portion of the Property not covered by this Lease upon any terms or
conditions whatever, and for any use or purpose Landlord desires, or to grant privileges
or immunities to other lessees not granted to Tenant. Neither the delivery of this
Lease, its negotiation, nor the acceptance by Landlord or its broker of a deposit
constitutes an offer to lease or a reservation of or option for the Leased Premises, and
this Lease becomes effective as a lease only upon execution and delivery thereof by
Landlord and Tenant. Whenever herein the singular number is used, the same shall include
the plural; and words of either gender shall include the other gender, as required. It
is expressly agreed that time shall be of the essence of this Agreement. If any language
is stricken or deleted from this Lease, such language shall be deemed never to have
appeared herein and no other implication shall be drawn therefrom. The table of
contents, captions, article numbers and section numbers appearing in this Lease are
inserted only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of such articles or sections. Tenant shall not record this
Lease. If either party hereto is a partnership, limited partnership, corporation or
other joint venture or association, the individual(s) executing this Lease on behalf of
such entity warrant and represent that such entity is validly organized and existing and
authorized to do business under the laws of the State of Michigan, that the form of
entity is as set forth in the Lease Data Exhibit, that the entity has lawful authority to
enter into this Lease, and that the execution of this Lease by such individual(s) is
binding in accordance with the terms and conditions hereof. If Tenant consists of more
than one person or entity, then the obligations imposed on Tenant shall be joint and
several.
Section 15.09 Option to Renew. At the expiration of the term of this Lease, if
immediately prior thereto this Lease shall be in effect and Tenant is not in default at
the time, then Tenant shall have and hereby is given the option to renew and extend this
Lease for One (1) additional term of Two (2) year ("Renewal Term") Upon the same terms,
covenants and conditions as those herein contained, insofar as then in force and
applicable to such renewal except as to the amount of the rent as set forth in the Lease
Data Exhibit. This Option hall be exercised by Tenant by giving notice in writing to
Landlord of its election at least one hundred and twenty (120) days prior to the
expiration of the term of this Lease; and upon such notice being given, this Lease shall
be deemed to be automatically extended without the necessity of the execution of any
further instrument or documents. The monthly rent which Tenant shall pay during the
Renewal Term shall be based on the rental rate per square foot as set forth in the Lease
Data Exhibit.
Special Provieione:
15.10 Right of First Refusal. If the Landlord receives a letter of intent to lease
space in the building at a lease rate and teems acceptable to Landlord ("LOT Proposal")
covering the contiguous premises in the building identified in Exhibit A that are
currently vacant ("Vacant Space"), then Landlord shall notify Tenant in writing that such
Vacant Space is subject to being leased to a new tenant ("Availability Notice").
Landlord agrees not to enter into a leaSe for any portion of the Vacant Space for a
period of ten (10) days from the date DE the availability Notice. If Tenant wishes to
lease the Vacant Space before it is leased to a new tenant, than Tenant must notify the
Landlord in writing of its desire to lease such Vacant Space and consummate a leaee
agreement with Landlord prior to the expiration of such ten (10) day period for the same
amount of space set forth in the LOX Proposal and under the same rate, terms and
conditions set forth in the LOI Proposal. If Tenant has not notified the Landlord of
Tenant's desire to lease such Vacant Space and enter into such lease agreement as
described herein prior to the expiration of such ten (10) day period, then the Tenant
shall have deemed to waive all of its rights under this Section 15.10, and the Landlord
may proceed to lease or offer to lease the Vacant Space at any time during the remainder
of the Term to any third party without any further notices to Tenant or offering of the
space to Tenant. The Landlord's obligation to provide Tenant the Availability Notice for
the Vacant Space is a one-time obligation which shall be applicable only to the first
time that the Vacant Space that is currently vacant space is subject to being rented by
Landlord to a new tenant after the Commencement Date, and shall not apply to any
subsequent time that the Vacant Premises is available for lease in the future.
15.11 After Hours Utilities. Tenant shall have access to the Leased Premises and the
building 7 days a week, 24 hours a day, 365 days a year. If the Tenant shall request to
Landlord:
SAMARA PROPERTY MANAGEMENT, LLD
Its
Witnessed:
EXHIBIT A
provide, electrical, and/or beating and air conditioning to the Leased Premises or the
common areas at the Property at hours other then. 1:30 am to 6 pm Monday. through Friday,
then. Tenant shall pay to Landlord the cost based on a race, as reasonably determined by
Landlord for such utilities, for every such hour requested by Tenant. Such hourly rate
shall be .subject to adjUstment annually to compensate the Landlord for increases in its
costs in providing electrical, beating and air conditioning to the building or the common
areas at the Property.
15.12 ADA .Compliance. The Landlord shall make any repairs, alterations or
modifications to the building, excluding the Leased Premises, required by any
governmental authority pursuant td any 'law, rule, or .regulation . including any
requirements under the Americans With Disabilities Act (ADA), unless the same - results
from the Tenant's aet, neglect, default, or business operation, in which event, the
Landlord shall make all such repairs, alterations or modifications, at Tenants sole cost
and expense. The •Tenant shall, at its sole cost and expense, make any repairs,
alterations or modifications to the. Leased Premises required: by any govurnmental
authority pursuant to any law, rule, or regulation inclUding any requirements under ADA.
15.13 Counterparts. This Lease may be executed simultaneously or in two or more
counterparts,- each of which shall be deemed an original but all of which together shall
constitute. one of the same instrOmept. The patties agree that this Lease - may be-
transmitted between them electronically or digitally. The parties 'intend that
electronically or digitally transmitted signatures constitute original signatures and are
binding on the patties.. The original document shall he promptiy deliVered, if requested.
IN WITNESS WHEREOF, the parties hereto hereby execute this Lease as of the day and
year first above. written.
Tonantl
Easter Seals-Michigan, Inc.
By:
EXHIBIT A
Effective Date:
Landlord:
Landlord's Address:
Tenant:
Tenant's Address:
LEASE DATA EXHIBIT
July 16, 2014
SAMARA PROPERTY MANAGEMENT, LLC
40700 Woodward Ave, Suite 250
Bloomfield Mills, MI 48304
EASTER SEALS - MICHIGAN, INC.
2399 E. Walton Blvd
Auburn Hills, MI 48326
Square Feet of Leased Premises: The area outlined on the diagram attached hereto as
Exhibit A consisting of approximately 6,944 useable square feet, and 7630 rentable square
feet (including a portion of the common areas within the building allocated to Tenant for
the main lobby of the Property and other common areas within the building at the
Property). The Building consists of 15,522 useable square feet and 17,056 rentable
square feet.
Street Address of Leased Premises: 1010 E. West Maple, Walled Lake, MI
Commencement Date: July 16, 2014
Term: Three (3) years
Renewal Term: One (le option to renew for two (2) years
Menthe of
Lease Term
Renewal Term year 1
Renewal Term year 2
RENT
Annual Rent
$9.50 per rentable sq. ft,
$10.20 per rentable eq. ft.
$11.00 per rentable sq. ft.
Monthly Rent
$6,040.42
$6,485.50
$6,994.17
Security Deposit: $6,040.00
Use of Premises - Only for general office use by Tenant to provide the services offered
by Tenant
Additional Provisions:
1. Within ninety (90) dayS after the Commencement Date, Tenant shall cOmplete the
following improvements to the Leased Premises at it sole cost and expense:
A. New paint throughout Leased Premises.
B. New carpet throughout Leased Premises,
C. New reception and lobby built out.
D. Install a demising wall at end of proposed Leased Premises between roars number 130
and 141 on the drawing attached hereto as Exhibit A.
E. Install a demising wall at the end of the hallway identified as 178.
F. Create a common hallway between 178 and 174.
G. Refresh the break room/kitchen (identified 0.0 room #141) with new VCT flooring.
H. Ceiling tiles replaced where damaged or stained.
In the event that Tenant is unable to complete the items listed in A-H above within such
ninety (90) day period for reasons beyond the Tenant's reasonable control, then Tenant
Its; Member
EXHIBIT A
shall notify Landlord in writing Of such delay and the new "reasonable date that such
item(s) will be completed thereafter
2. Within. GO days after the Commencement Date, Landlord shall complete the following
improvement at Landlord's sole Cost and expense:
A. Exterior walk ways. of building are 'free of trip hazards i.e. concrete
repaired or replaced where. needed.
H. Exterior landscaping is refreshed including all beds. Adjacent to the building
and the main entrance island.
C. Parking lot repaired to he free from trip hazards i.e deterioration,
delamination or adjoining surfaces greater than 1.5 inches and restriped.
0. All exterior lighting is functional including but not limited to wall packs,
parking pole lights, (Note: These have been removed),
E. Main lobby to building is refreshed with new paint and new flooring i.e.
carpet tiles or ceramic tile.
In the event that Landlord is unable to complete the items listed in A-E above within
such sixty (50) day perlod for reasons beyond the Landlord's reasonable control, then
Landlord shall notify Tenant in writing of such delay and the new reasonable date that
such item(s) will be completed thereafter.
Tenant:
EXHIBIT A
EIOTTEIT A
=GRAM OF LEASED WEEMtSES
1
- qAci-Or\ oC LW emu: OsUoid Cexey Nveinna er roditcn rarran'm Feca144, Cow, ISMZECRI6505512:=EuMe 143[11=0.0tnal p..Wil.1.!...07.1 r L Cr cofidc \f)15I) lord botio- LAOP(ourf. mi qtai dit)-At h;:mwd Ucotvi-f* 050 -WEST OAKLAND OFFICE BUILDING MIST FLOOR PLAN ICACC .17. • r
FLAG8TAR BANK
TROY, 'MI 48098 71488
7/14/2014
$9,217A4
5
V010 AFTER 10 DAYS I /
PAY TO THE
ORDER OF: Samara Property Management, LLC
**Nine Thousand Two Hundred. Seventeen and 44/100 Dollars
71488
7/14/2014
Amount
$3,177.44
$6,040,00
__EXHIBIT A
EASTER SEALS MICHIGAN
.2399 E. Walton Blvd.
Auburn Hills, :MI 48326
(248) 47576400
Samara Property Management, LLC
40700 Woodward Avenue
Suite 260
Bloomfield, MI 48304
nn'? 488.0 27 2 10 LEI 21:v106 204 1-99wr
EASTER SEALS MICHIGAN'
Payee Samara Property Management, LLC
Vendor ID SaPrMa
Invoice 1 Invoice Date 1 Description
July 2014 Rent 7/14/2014 July. 2014 Rent
Sec Deposit 7/14 7/14/2014 Walled Lake Lease Security Deposit
EXHIBIT A
EXHIBIT B
FIRST AMENDMENT TO LEASE AGREEMENT
This FIRST AMEND NT TO LEASE AGREEMENT ("Amendment") is made and
entered into as of this 21 day of May, 2017, by and between SAMARA PROPERTY
MANAGEMENT, LLC, a Michigan limited liability company, as Landlord ("Landlord"), and
EASTER SEALS-MICHIGAN, INC., as Tenant ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant have entered into a certain Lease Agreement bearing an
Effective Date of July 16, 2014 ("Lease Agreement"), covering certain real property located in City
of Walled Lake, Oakland County, State of Michigan, as more particularly set forth in the Lease
Agreement. The parties wish to amend the Lease Agreement to extend the existing term, and modify
other provisions of the Lease Agreement, all as more particularly hereinafter set forth, The defined
terms used herein shall have the same meaning ascribed to them in the Lease Agreement unless
indicated herein to the contrary.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant
consent and agree as follows:
1 The Term of the Lease Agreement, as set forth in the Lease Data Exhibit, is hereby
extended for three (3) years, to July 15, 2020 ("Extended Term").
2, The monthly Rent payable under Section 2,01 of the Lease for the period from July
16, 2017 to July 15, 2020 shall be at Ten Dollars ($10.00) per rentable square feet, and thus, Six
Thousand Three Hundred and Fifty Eight and 331100 ($6,358.33) per month,
3. Tenant hereby waives any option to renew the Lease Term, and thus, Section 15,09
of the Lease Agreement is hereby deleted in its entirety.
4. Tenant hereby waives its right of first refusal as set forth in Section 15.10 of the
Lease Agreement, and thus section 15.10 of the Lease Agreement is hereby deleted in its entirety.
5. Landlord has complied with all of its obligations under the Lease Agreement as of
the date hereof.
6. A facsimile or electronic copy of a party's signature hereunder shall be deemed to be
an original for all purposes. This Amendment may be executed in counterparts, which when
combined shall constitute one Amendment, The Lease Agreement, as amended herein, is hereby
ratified and confirmed.
[SIGNATURES TO FOLLOW ON NEXT PAGE]
1
By: LA*1 catl
Name: Rren+ LPir-44\
PreNtfrilf/C60 Member
EXHIBIT B
The parties hereto have executed this FIRST AMENDMENT TO LEASE AGREEMENT
as of the day and year first above-written.
LANDLORD:
TENANT:
SAMARA PROPERTY MANAGEMENT, EASTER SEALS-MICHIGAN, INC. LLC, a Michigan limited liability company
2
Exhibit C
1010 E W. MAPLE RD WALLED LAKE. Ml
91
0
-o
-1 EASTER SEALS LEASE
sm COUNTY (WIC) SUBLEASE
9 i 11 g 1
A A,
Mr 111E
FLOOR PLAN h
1
i
Pi
ill 1
Va
9!
--1 RUM IYU
FIRST FLOOR
FISCAL NOTE (MISC. #17240 August 23, 2017
BY: Commissioner Thomas Middleton, Chairperson, Finance Committee
IN RE: DEPARTMENTS OF FACILITIES MANAGEMENT AND HEALTH AND HUMAN SERVICES —
APPROVAL AND ACCEPTANCE OF SUBLEASE AGREEMENT WITH EASTER SEALS MICHIGAN,
INC AND OAKLAND COUNTY
To The Oakland and County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced
resolution and finds:
1. The resolution approves and authorizes a sublease agreement and business associate
agreement between the County of Oakland and Easter Seals Michigan for the sublease of 380
square feet of office space located at 1010 E. West Maple Road in Walled Lake Michigan.
2. Under the terms of the sublease agreement the County will pay rent in the amount of $916.58 per
month or $10,998.96 per year for a gross sublease and shall have no obligation for real estate
taxes, common area expenses or utilities.
3. The sublease agreement also specifies that the County will be provided use of one (1) multi-
function printer/copier/scanner at a charge of $83.33 per month and two (2) tablets and three (3)
laptop computers at a charge of $390.87 per month.
4. The terms of the sublease shall commence on the date it is fully executed and terminate on July
15, 2020.
5. A budget amendment is not required at this time as the budget will be amended with the
2017/2018 Comprehensive Planning, Budgeting and Contracting (CPBC) grant acceptance.
(---)
(//g)''''.- (W
C rn
W(-6
issioner Thomas Middleton, District #4
Chairperson, Finance Committee
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Resolution #17240 August 23, 2017
Moved by Tietz supported by Zack the resolutions (with fiscal notes attached) on the Consent Agenda be
adopted (with accompanying reports being accepted).
AYES: Crawford, Dwyer, Fleming, Gershenson, Hoffman, Jackson, Kochenderfer, KowaII, Long,
McGillivray, Middleton, Quarles, Spisz, Taub, Tietz, Weipert, Woodward, Zack, Berman,
Bowman. (20)
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).
HEREBYAPPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (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 August 23,
2017, 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 23rd day of August, 2017.
Lisa Brown, Oakland County