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HomeMy WebLinkAboutResolutions - 2006.10.19 - 28287October 5, 2006 MISCELLANEOUS RESOLUTION # 06194 BY: Planning and Building Committee, Charles E. Palmer, Chairperson IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - APPROVAL AND ACCEPTANCE OF LEASE AGREEMENT WITH NATIONAL CITY BANK FOR PLACEMENT OF AN AUTOMATED TELLER MACHINE IN THE OAKLAND COUNTY COURTHOUSE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS, beginning in 1996 Oakland County Administration entered into a license agreement with First of America Bank now known as National City Bank to provide an automated teller machine in the lower level lobby of the Oakland County Courthouse for the convenience and benefit of the public; and WHEREAS, said license agreement expired on March 13, 2006; and WHEREAS, the Department of Facilities Management with the assistance of Oakland County Corporation Counsel have negotiated the terms and conditions of the attached ATM Lease Agreement; and WHEREAS, under the terms and conditions of the attached ATM Lease Agreement, the County of Oakland will provide sufficient space, electricity and one telephone line and in return National City Bank will provide a no fee use ATM machine for the convenience and benefit of the public in the lower level lobby of the Oakland County Courthouse for a term of five years commencing March 13, 2006 at a rental rate of $1.00 per year. WHEREAS, it is the recommendation of the Department of Facilities Management that the Oakland County Board of Commissioners accept and approve the terms and conditions of the attached ATM Lease Agreement, and: WHEREAS, the Departments of Facilities Management and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached lease agreement. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and authorizes the attached ATM Lease Agreement for placement of an automated teller machine in the Oakland County Courthouse. BE IT FURTHER RESOLVED that the County of Oakland Board of Commissioners hereby directs it's Chairperson or his designee to execute the attached ATM Lease Agreement and all other related documents between the County of Oakland and National City Bank, which may be required. Chairperson, on behalf of the Planning and Building Committee ; I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE Planning & Building Committee Vote: Motion carried unanimously on a roll call vote ATM LEASE AGREEMENT This Lease Agreement is entered into as the 13 th day of March, 2006 (but executed between the parties on , 2006), between the County of Oakland, a Michigan Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan, (hereinafter COUNTY) and National City Bank, successor by name change to National City Bank of the Midwest f/k/a, National City Bank of Michigan/ Illinois, a National Banking Association (hereinafter LESSEE) as follows: I. LEASED PREMISES The County agrees and hereby grants to LESSEE a Lease for a portion of the premises in the Court Tower located at 1200 N. Telegraph, Pontiac, MI (the exact location to be determined by the County) consisting of approximately thirty-six (36) square feet. LESSEE shall occupy and use the premises for the exclusive purpose of operating and maintaining an Automatic Teller Machine (ATM). II. TERM The terms of this Lease shall commence March 13,2006, and shall continue for five (5) years unless extended or terminated as provided below. Either COUNTY or LESSEE may, at their discretion, terminate license with ninety (90) days written notice to the other party. III. RENT In recognition of the benefit to the general public for the use and access to the ATM, County accepts and LESSEE agrees to pay the nominal consideration of one dollar ($1.00) per year and further Lessee agrees that no fees shall be charged to users of the ATM. IV. USE AND ACCESS LESSEE shall occupy and use the premises for the exclusive purpose of operating an Automatic Teller Machine (ATM) available for the use of the general public, and for no other purpose without the written consent of the COUNTY. The public shall have access to the ATM during COUNTY business hours. LESSEE shall have access to the licensed premises during COUNTY business hours to service and maintain the ATM. V. MAINTENANCE LESSEE agrees to expeditiously make all repairs necessary to maintain the ATM in good operating condition and shall bear all expenses for same. COUNTY shall have no responsibility for the maintenance of the ATM and shall have no obligation to repair or service the ATM. VI. UTILITIES COUNTY agrees to allow LESSEE access to existing telephone facilities for the purpose of operating and maintaining the licensed premises and ATM. LESSEE be responsible for any and all monthly telephone charges. COUNTY will furnish, at its own cost and expense the electricity for the ATM. If electrical or telephone service is disrupted, suspended, or discontinued for any reason, COUNTY shall make all reasonable efforts to reestablish such service. VII. OWNERSHIP The ATM is and shall remain the property of LESSEE and may be removed by LESSEE in accordance with the terms of this License Agreement. VIII. RELOCATION Except in the case of an emergency, if becomes necessary to relocate the ATM due to building remodeling or otherwise, COUNTY shall, upon thirty (30) days advance notice to LESSEE and at COUNTY'S sole expense, relocate the ATM at the COUNTY'S discretion to another site of similar accessibility within the Court Tower. IX. SUPERVENING LAW Both parties understand that LESSEE'S operation of the leased premises is and will be subject to, and governed by, various state and federal laws and regulations with which LESSEE must comply. If the law changes and the changes affect the operation of the ATM, LESSEE shall notify the COUNTY and if the COUNTY does not agree to the changes affecting the operation of the ATM, then LESSEE'S sole recourse shaV be to terminate the Lease Agreement, as of the effective date of such change of law. X. INSURANCE LESSEE shall provide and maintain the following insurance throughout the duration of this Lease Agreement. A. Comprehensive Commercial Liability insurance with the following as minimum requirements, $1,000,000 — General Aggregate Limit — Other than Products/Completed Operations Limit. — Products/Completed Operations Aggregate Limit. — Personal & Advertising Injury Limit. — Each Occurrence Limit. — Fire Damage Limit (any one fire). Medical Payments (per Person). Commercial General Liability Insurance shall be Occurrence form basis and shall contain the following coverage(s). Broad Form Property Damage Products and Completed Operations Premises and Operations Libel and Slander (Blanket) Broad Form Contractual Personal Injury — Delete Contractual Exclusion B. Worker's Compensation Insurance — Coverage A with limits statutorily required by any applicable Federal or State Law (and) Employers Liability Insurance — Coverage B with minimum limits of $1,000,000 each accident, each employee by disease and aggregate disease limit. C. Commercial Automobile Liability Insurance (including Michigan No- Fault) with a minimum limit of $1,000,000 each occurrence covering liability arising out of any owned, hired, non-owned or borrowed automobile owned or used by the Lessee, its agents or employees. General Insurance Policy Provisions: (1) All policies of insurance shall be on a primary, non-contributory basis with any other insurance and/or self-insurance carried by the County. (2) The insurance company(s) issuing the policy or policies shall have no recourse against the County for payment of any premiums or for assessments under any form of policy. (3) Any and all deductibles in the above-described insurance policies shall be assumed by, and be for the amount of, and at sole risk of, the Lessee. (4) All insurance policies (with the exception of Worker's Compensation) shall be endorsed to include the County (as defined in contract) as Additional Insured. "County" means the County of Oakland, Municipal and Constitutional Corporation, its departments, divisions, authorities, boards and committees as defined below. $1,000,000 $1,000,000 $1,000,000 .$ 500,000 $ 10,000 - LESSEE shall provide the COUNTY with a Certificate of Insurance evidencing the above required insurance. All Certificates of Insurance are to provide 30 days written notice of material change or cancellation, or non- renewal. Certificates of Insurance must be provided no less than ten (10) working days before commencement of contract to Oakland County. Insurance carriers are subject to the reasonable approval of Oakland County and must be licensed or admitted in the State of Michigan. Notwithstanding the foregoing. Lessee may self-insure any or all of the insurance required above as long as Lessee maintains a minimum net worth of $50 Million. Xl. ASSIGNMENT LESSEE shall not assign this Lease Agreement without the COUNTY'S prior written approval; provided, however, that LESSEE shall be permitted to assign this Lease Agreement to any subsidiary or affiliate of National City Bank or to any company which is a successor to LESSEE by merger or acquisition, and provided further, that any such assignment (except to a successor in interest of Lessee) shall not release Lessee from its agreements contained in this Lease Agreement. IDEMNIFICATION AND LIMITATION OF LIABILITY LESSEE agrees to indemnify and hold harmless COUNTY, its officials, agents and employees from and against any and all claims, suits, damages, costs, expenses (including reasonable attorney fees), interest, liabilities and penalties in connection with any persons use or arising from the placement, mechanical operations, repair, or performance of the ATM, or the use of any trademarks or devices in connection therewith. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL COUNTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES IN TORT, CONTRACT, PRODUCT LIABLITY OR UNDER ANY OTHER THEORY OF LAW RESULTING FROM THE INSTALLATION, OPERATION AND/OR REMOVAL OF THE ATM, OR ANY CUSTOMER'S USE, OR INABILITY TO USE THE ATM. XIII. DAMAGE TO ATM PREMISES If any portion of the Leased premises is damaged or destroyed in whole or in part by fire or other casualty so as to deprive LESSEE of occupancy or use of the leased premises, or, if the access to the leased premises is damaged, destroyed or declared to be unsafe, the Lease Agreement shall abate during any period of repair or reconstruction provided that COUNTY shall be under no duty to LESSEE to perform any such repair or reconstruction. If the area of the premises where the ATM is located is damaged or destroyed, COUNTY will be under no obligation to find LESSEE a new location for the ATM. If COUNTY repairs or rebuilds the premises where the ATM was located and decides that the ATM is no longer appropriate for that site then COUNTY, in its sole discretion, may terminate this lease. XIV. DAMAGE TO ATM COUNTY shall not be responsible for any damage to the ATM caused by any person, or caused by County's occupancy of the premises in which the ATM is located unless due to its negligent or willful acts. XV. OPTION TO RENEW LESSEE may renew or extend this Lease Agreement for an additional five (5) years, upon mutual agreement of the parties. LESSEE agrees to give COUNTY ninety (90) days notice of its intention to renew this Lease. XVI. ENTIRE AGREEMENT The making, execution and delivery of this Lease Agreement by the COUNTY and LESSEE have been induced by no representations, statements, warranties, or agreements other than those expressed. This agreement embodies the entire understanding of the parties and there are no further or other agreements or understandings, written or oral, in effect between the parties. This instrument may be amended or modified only by an instrument of equal formality signed by the duly authorized officers of the respective parties. XVII. NOTICES Any notice required or permitted by this Lease Agreement shall be in writing and delivered in person or deposited in the U.S. Mail, postage prepaid as follows: COUNTY: County of Oakland Department of Facilities Management — Real Estate Michael Hughson, Property Management Specialist 1200 North Telegraph Road Pontiac, MI 48341 248-858-5380 LICENSEE: National City Bank Jeff Richard, Support Manager One National City Parkway Kalamazoo, Michigan 49009-8002 (269) 973-2086 With a copy to: National City Bank Senior Vice President Corporate Real Estate Services One National City Parkway Kalamazoo, Michigan 49009 IN WITNESS WHEREOF, the parties have signed this Lease Agreement the day and year set forth above. WITNESSES: COUNTY OF OAKLAND, a Michigan Constitutional Corporation By: Oakland County Representative Date: , 2006 D:data/facmgt/realestate/atmlease.doc 8/10/06 National City Bank A National BOking As ociation By: (A.A.A..ti j Its: SeAlfOr Via r&5tdoteri-- Date: aaer /9 ,2006 ,J Resolution #06194 October 5, 2006 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (M.R. #06194) October 19, 2006 BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - APPROVAL AND ACCEPTANCE OF LEASE AGREEMENT WITH NATIONAL CITY BANK FOR PLACEMENT OF AN AUTOMATED TELLER MACHINE IN THE OAKLAND COUNTY COURTHOUSE TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The resolution approves and authorizes an ATM Lease Agreement between Oakland County and National City Bank for placement of an automated teller machine in the Oakland County Courthouse. 2. Under terms and conditions of the lease agreement, the County will provide sufficient space, electricity and one telephone line and National City Bank will provide a no fee use ATM machine for the convenience and benefit of the public in the Oakland County Courthouse for a term of five (5) years commencing March 13, 2006 at a rental rate of $1 per year. 3. No General Fund/General Purpose amendment is required. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Rogers absent. Resolution #06194 October 19, 2006 Moved by Palmer supported by Coleman the resolutions (with fiscal notes attached) on the Consent Agenda, be adopted. AYES: Coleman, Coulter, Crawford, Douglas, Gershenson, Gregory, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Rogers, Scott, Suarez, Wilson, Woodward, Zack, Bullard. (22) NAY: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda, were adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, 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 October 19, 2006, 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, Ruth Johnson, County Clerk Michigan this 19th clay of October, 2006.