HomeMy WebLinkAboutResolutions - 2021.07.22 - 34719MISCELLANEOUS RESOLUTION #21290 July 22, 2021
BY: Commissioner William Miller, Chairperson, Economic Development and Infrastructure Committee
IN RE: FACILITIES MANAGEMENT AND HEALTH AND HUMAN SERVICESIHEALTH DIVISION —
APPROVAL OF LEASE FOR OAKLAND COUNTY MEDICAL CONTROL AUTHORITY
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland County Medical Control Authority (OCMCA) was created pursuant to Public Act
368 of 1978 to organize, operate and maintain a quality emergency medical services system in Oakland
County; and
WHEREAS the County has allowed the Oakland County Medical Control Authority (OCMCA) to use the
space on campus since 1995, most recently in Building 36 East; and
WHEREAS the original lease, approved via MR #11198, was renewed for an additional five (5) years, and
expired on June 21, 2021; and
WHEREAS under the terms and conditions of the attached lease, the County will provide building
maintenance, custodial, grounds, trash removal, snow and ice removal from sidewalks and parking lot,
and utilities services; and
WHEREAS the OCMCA shall continue to pay rent of $1,00 annually; and
WHEREAS the term of this lease shall begin on June 22, 2021, and shall end on June 30, 2022, and may
be renewed, at Landlord's sole discretion, for one (1) additional term of one to five years; and
WHEREAS Oakland County Corporation Counsel and the Department of Facilities Management have
reviewed the attached Lease; and
WHEREAS the Department of Health and Human Services/Health Division and Department of Facilities
Management recommend the Oakland County Board of Commissioners approve and authorize the
execution of the attached Lease.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the
attached Lease and directs the Chairperson to execute the Lease and all other related documents with
the Oakland County Medical Control Authority.
BE IT FURTHER RESOLVED that no budget amendment is required.
Chairperson, on behalf of the Economic Development and Infrastructure Committee, I move the adoption of
the foregoing resolution.
Commissioner William Miller, District #14
Chairperson, Economic Development and
Infrastructure Committee
ECONOMIC DEVELOPMENT AND INFRASTRUCTURE COMMITTEE VOTE:
Motion carried on a roll call vote with Miller and Cavell absent.
OAKLAND COUNTY MEDICAL CONTROL AUTHORITY
LEASE OF PONTIAC HEALTH CENTER
This Lease is made and entered into on the June 22, 2021, by OAKLAND COUNTY MEDICAL
CONTROL AUTHORITY, 1200 North Telegraph, Pontiac, Michigan 48341, ("Tenant"), and the
COUNTY OF OAKLAND, a Michigan Constitutional Corporation, 1200 North Telegraph Road,
Pontiac, Michigan 49341 ("Landlord").
INTRODUCTION
A. Tenant has been located on Landlord property since November 1995.
B. Tenant serves as the medical control authority for the Oakland County Emergency
Medical Services System pursuant of Public Act 368 of 1978.
C. Tenant organizes and participates in efforts to maintain and enhance a quality
emergency medical services system in Oakland County and develops and updates
protocols for the provision of emergency medical services in Oakland County.
D. The existing lease terminated on June 21, 2021 and the Parties desire to enter into
a new lease for one year while Landlord performs an Office Space Study.
E. In consideration of the mutual covenants contained in this Lease, the Parties agree
to the following terms and conditions:
AGREEMENT
Leased Premises. Landlord leases to Tenant portions of the Pontiac Health Center, 1200
North Telegraph Road, Building 36 East, Pontiac, Michigan 48341, specifically rooms 19,
20, and 20A in the basement and rooms 200, 201, 202, 203, 204, 205, 206, and 207 on
the first floor ("Premises). The Premises are further depicted in Exhibit A. Exhibit A is
incorporated by reference into this Agreement. Tenant shall have exclusive use of
Premises and access to the Common Areas. A portion of the Premises leased to Tenant
includes a training room, specifically room 20 in the basement. All equipment and the
projector in the training room were purchased by Tenant and shall remain the property of
Tenant after the expiration or termination of this Lease. The training room shall be open
to Landlord for use at any time Tenant is not using the training room. Prior to using the
training room, Landlord shall contact Tenant to determine whether Tenant will be using
the training room.
2. Term and Commencement Date. The Term of this Lease shall begin on June 22, 2021
("Commencement Date"), and shall end on June 30, 2022 ("Initial Term"). Tenant shall
have possession of the Premises on the Commencement Date. At any time during the
Initial Term, this Lease may be renewed, at Landlord's sole discretion, for one (1)
additional term of one to five years ("Renewal Term"). The length of the Renewal Term
is the sole discretion of Landlord's Director of Facilities Management or successor. The
renewal of this Lease shall be contained in an amendment to this Lease, which may be
executed on behalf of Landlord by its Director of Facilities Management or successor.
The same terms and conditions contained herein shall apply to the Renewal Term.
References herein to "term" shall mean the Initial Term and any Renewal Term.
3. Termination.
3.1. Tenant may terminate this Lease, for any reason, upon thirty (30) days notice to
Landlord.
3.2. Landlord may terminate this Lease upon thirty (30) days notice to Tenant, if
Tenant violates any provision of this Lease and within the thirty (30) day notice
period, Tenant does not correct or remedy such violations. The Lease violations
shall be expressly set forth in the notice of termination from Landlord to Tenant.
4. Condition Unon Surrender. Upon expiration or termination of this Lease, Tenant shall
surrender the Premises in the same condition as it was on the Commencement Date when
taken (reasonable wear and tear excepted) and in a clean condition (free of rubbish and
garbage). Tenant shall remove all its personal property from the Premises upon expiration
or termination of this Lease.
5. Rent. Tenant shall pay Landlord the sum of one dollar ($1.00) ("Rent") annually during
the term of this Lease. This sum includes all utilities, structural maintenance, site
maintenance, common area maintenance, snow removal, lawn maintenance, and trash
removal for the Premises.
6. Hold Over. In the event Tenant holds over after the expiration of the original Term of
this Lease without a written agreement between Landlord and Tenant, the hold over shall
be construed to be a tenancy from month -to -month on the same terms and conditions
contained in this Lease, for a period not to exceed six ninety (90) days.
Alterations or Improvements.
7.1. Tenant shall be responsible for all costs associated with maintaining the intercom
system that was installed (pursuant to the lease dated June 22, 2011 between
Landlord and 'tenant) at the Premises for Tenant's use. Upon termination or
expiration of this Lease, Landlord shall remove the intercom system and Tenant
shall be responsible for all costs associated with removing the intercom system.
Landlord shall invoice the Tenant for the costs of removing the intercom system
and Tenant shall promptly pay such invoice.
7.2. Tenant shall not make any alterations or improvements to or upon the Premises
without the prior written consent of Landlord's Director of Facilities Management.
Any alterations or improvements made to or upon the Premises shall be performed
by Landlord.
Lease — Final 6-25-21
7.3. Any remodeling, renovation, improvements, or other modifications to the Premises
requested by Tenant will be at Tenant's sole expense, unless otherwise agreed by
the Parties in writing.
7.4. Any alterations or improvements made to or upon the Premises shall become an
integral part of the Premises and shall become the sole property of Landlord
immediately upon completion unless Landlord notifies Tenant, prior to
construction, that the alterations or improvements shall be removed by Tenant at
the conclusion or termination of the Lease at Tenant's sole expense.
8. Use and OCCnpancv. During the term of this lease the Premises shall be used for general
office use, training and other obligations and duties Tenant must perform pursuant to State
law and for no other purposes.
9. Eauipment and Furnishines. Tenant shall provide, at its own expense, furniture, and
equipment it deems necessary. Tenant, at its own expense, shall be solely responsible for
the maintenance and repair of all furniture and equipment used on the Premises.
10. Maintenance and Repairs. Landlord shall maintain and keep the Premises in good
repair, including, but not limited to, the roof, ceilings, walls, floors, foundations, electrical
and plumbing systems, sidewalks, common areas, parking areas, exterior glass, heating
and cooling systems, and the replacement of light bulbs. If any repairs to the Premises are
required (except for normal wear and tear), as a result of Tenant's actions or the actions of
its employees, agents, customers, licensees, or invitees, then Landlord will make sure
repairs and Tenant shall be responsible for all costs associated with such repairs.
It. Utilities and Services.
11.1. Tenant agrees to pay all costs associated with maintaining and operating its
computer system (including access to the Internet) and any other system Tenant
installs in the Premises, except that Tenant may use Landlord's cable and/or fiber
to connect to the Internet.
11.2. Tenant may use Landlord's telephone system. Tenant shall pay Landlord for use of
the telephone system. Landlord shall send an invoice to Tenant oil a monthly basis
for use of the telephone system. Tenant shall pay this invoice within thirty (30)
days.
11.3. Landlord agrees to provide, at its own expense, trash removal, snow and ice
removal from sidewalks, steps and parking areas, complete parking lot and
building maintenance, custodial services for common areas and lawn care services.
Landlord shall keep the common areas in a safe and secure manner.
11.4. The term "Common Areas" shall include lunchroom area, service corridors,
pedestrian sidewalks, stairways, hallways, bathroom area, landscaped areas,
parking areas, access roads, driveways, loading areas, lighting and facilities which
may be furnished by Landlord in or near the building which are outside of the
Lease — Final 6-25-21
Premises and designated from time to time by Landlord as Common Areas. Tenant
and its invitees shall have right to access the Common Areas during the term of
this Lease. Landlord shall at its sole cost and expense, operate and maintain the
Common Areas
11.5. Except as otherwise provided in this Lease, Landlord shall be solely responsible for
and promptly pay all utilities for the Premises.
12. Care of Premises. Tenant shall keep the Premises in good repair, wear and tear from
reasonable use and damage from the elements excepted.
13. Security. Landlord agrees to provide lighting for the interior and exterior of the Premises
including common areas and parking areas directly adjacent to the Premises, in an
adequate manner. Landlord will provide identification cards for Tenant's employees,
agents, or independent contractors to enter the Premises. Tenant's employees, agents, or
independent contractors may be subject to security or background checks, at Landlord's
sole discretion.
14. Signs. With the prior written approval of Landlord's Director of Facilities Management
or his or her successor, Tenant may request that Landlord attach, install, or erect signs on
the interior and exterior walls of the Premises as necessary for Tenant's business at the
Premises.
15, Parking. Landlord shall provide Tenant with parking spaces for Tenant's use.
16. Assignment and Subletting. Tenant shall not assign, sublet or in any manner transfer
this Lease or any estate or interest therein without the prior written consent of Landlord's
Director of Facilities Management or his or her successor.
17. Access. Landlord shall have twenty-four (24) hour access to the Premises for the purpose
of inspecting, repairing, and maintaining the Premises.
18. Security Deposit. No security deposit is being required of Tenant.
19. Insurance. Tenant shall obtain and maintain insurance according to the specifications set
forth io Exhibit B during the term of this Lease. Exhibit B is incorporated by reference
into this Agreement.
20. Indemnification.
20.1. Tenant shall indemnify and hold harmless Landlord from any and all Clai ns against
Landlord arising out of Tenant's (or its employees', officers, invitees', agents', or
subcontractors') use of the Premises or failure to comply with this Lease.
20.2. For purposes of this Lease "Claims" means all losses, complaints, demands for
relief, damages, lawsuits, causes of action, proceedings, judgments, deficiencies,
penalties, costs, and expenses arising under or relating to this Lease, including, but
Lease — Final 6-25-21
not limited to, reimbursement for reasonable attorney fees, witness tees, court
costs, investigations, litigation expenses, amounts paid in settlement, and/or any
other amount for which Landlord becomes legally and/or contractually obligated to
pay a third party, whether direct, indirect, or consequential, whether based upon
any alleged violation of the constitution (federal or state), any statute, rule,
regulation, or the common law, whether in law or equity, tort, contract, or
otherwise, and/or whether commenced or threatened.
20.3. Section 20 and the duties and obligations contained herein shall survive the
expiration or termination of this Lease.
21. Reservation of Riehts. This Lease does not and is not intended to impair, divest,
delegate, or contravene any constitutional, statutory, and/or other legal right, privilege,
power, obligation, duty, capacity, or immunity of the Landlord.
22. Comnliance with Laws. Landlord agrees, at its own expense, to promptly comply with
all applicable federal, state, and municipal laws and regulations affecting the Premises,
including any barrier -free requirements. If Landlord fails to comply with such laws and
regulations, Tenant may give Landlord written notice of its intent to terminate the Lease
sixty (60) days after Landlord's receipt of the written notice. If Landlord complies with
the laws and regulations within the sixty (60) day period, then Tenant's notice shall be
deemed withdrawn.
23. Destruction of Premises.
23.1. In the event, the Premises are partially or entirely damaged or destroyed as a result
of Tenant's actions or the actions of its employees, agents, customers, licensees, or
invitees. Landlord shall repair the damage or destruction; however, Tenant shall
be responsible for all costs associated with repairing damage or destruction of the
Premises, unless such damage or destruction is covered and paid for by Landlord's
insurance, in which case Tenant shall reimburse Landlord for any deductible it
must pay in connection with the damage or destruction.
23.2. In the event that more than thirty-five (35%) percent of the Premises are damaged
or destroyed by fire or other casualty, Landlord may elect to either repair or
rebuild the Premises, or to terminate this Lease by giving written notice to Tenant
within ninety (90) days after the occurrence of such damage or destruction.
Tenant will have ninety (90) days from the date of the notice to vacate the
Premises. In no event shall Landlord be required to repair or replace any property
of Tenant.
23.3. In the event, the Premises are partially damaged or destroyed by fire or other
casualty and such event is not addressed by Sections 23.1 or 23.2, Landlord shall
use its best effort to promptly repair or rebuild the Premises. In the event the
Premises cannot be repaired or rebuilt within one hundred eighty (180) days after
such destruction, Tenant shall have the right to terminate this Lease and vacate the
Lease — Final 6-25-21
Premises within ninety (90) days after the occurrence of such damage or
destruction.
24. Eminent Domain. If the whole Premises are taken by any public authority under the
power of eminent domain, then this Lease shall be terminated on the day the public
authority takes possession of the whole Premises. If less than the whole, but more than
thirty-five percent (35%) of the Premises are taken by any public authority under the
power of eminent domain, then either Party may terminate this Lease upon thirty (30) days
written notice to the other Party. In the event neither Party elects to terminate this Lease,
the Lease shall terminate on the date the public authority takes possession of the Premises.
Neither Party shall have any future liability or obligation under the Lease if it is terminated
under this Paragraph.
25. Ouiet Eniovment. Upon performance of its obligations under this Lease, Tenant shall
peacefully and quietly hold and enjoy the Premises for the Term of this Lease without
hindrance or interruption by Landlord, its agents or employees, subject to the terms of this
Lease.
26. Modifications. This Lease may be modified or amended only by written agreement of
Landlord and Tenant.
27. Remedies Not Exclusive. It is agreed that each and every right and benefit provided by
this Lease shall be cumulative and shall not be exclusive of any other right, remedy or
benefit allowed by law or in equity to either Party.
28. Use of Words. The pronouns and relative words used in this Lease shall be read
interchangeably in masculine, feminine or neuter, singular or plural, as the context
requires.
29. Governing Law. This Lease shall be interpreted under and governed by the laws of the
State of Michigan.
30. Severability. If a term, condition, or provision of this Lease is found, by a court of
competent jurisdiction, to be invalid, unenforceable, or to violate or contravene federal or
state law, then the term, condition, or provision shall be deemed severed from this Lease;
all other terms, conditions and provisions shall remain in full force and effect.
31. Waiver. No waiver of any term, provision, or condition of this Lease, whether by conduct
or otherwise, in one or more instances, shall be deemed or construed as a ftrether
continuing waiver of a term, provision or condition of this Lease. No remedy available to
a Party for the other Party's breach of this Lease is intended to be an exclusive remedy. A
Party's exercise of any remedy for breach of this Lease shall not be deemed or construed
to be a waiver of its right to pursue another remedy.
Lease — Final 6-25-21
32. Bindine Effect. The terms and conditions of this Lease shall be binding and shall inure to
the benefit of the Pail ies and their respective heirs, representatives, successors, and
assigns.
33. Notice. All notices, requests, demands, and other communications required by this Lease shall
be in writing and shall be deemed given if personally delivered or mailed, certified mail, return
receipt requested, to the following addresses:
To Landlord: Oakland County Board of Cornnissioners
1200 North Telegraph
Pontiac, MI 48341
and
Property Management Specialist
Oakland County Department of Facilities Management
1 Public Work Drive
Waterford, MI 48328
To Tenant: Bonnie Kincaid, Ph.D.
Oakland County Medical Control Authority,
Executive Director
Pontiac Health Center
1200 North Telegraph Road
Pontiac, MI 48341
34. Default. If Tenant defaults in any of its obligations under this Lease, Landlord shall have
all remedies available to it under the law.
35. Execution in Counternarts. This Lease may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same
instrument.
36. Entire Agreement. This Lease constitutes the entire agreement of the Parties with
respect to the Premises and all prior negotiations, agreements, and understandings, either
oral or written, are merged herein.
Lease — Final 6-25-21
Oakland County Medical Control Authority
Tenant
By
Witness Bonnie Kincaid, Pli.D.
Oakland County Medical Control Authority\
Executive Director
Signed and sworn to before me in Oakland County, Michigan, on day of 2021.
My Commission expires:
Acting in the County ofOaldand
Notary Public, State of Michigan,
Oakland County
Landlord, County of Oakland
By:
Witness David T. Woodward, Chairperson
Oakland County Board of Commissioners
Signed and sworn to before me in Oakland County, Michigan, on day of 2021.
My Commission expires:
Acting in the County of Oakland
Notary Public, State of Michigan,
Oakland County
Lease — Final 6-25-21
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INSURANCE REQUIREMENTS
1. Insurance Coveraaes. Tenant, at its own expense, shall procure and maintain during the life of the
Lease, including any renewals or extensions thereof, all insurance as set forth below, protecting Landlord
against all Claims, as defined in this Lease, which may arise out of the occupancy or use of the Premises.
a Commercial General Liability — Occurrence Form including: a) Premises and Operations; b) Products
and Completed Operations; c) Personal and Advertising Injury; d) Broad Form Property Damage; e)
Independent Contractors, e) Broad Form Contractual Liability, including coverage for obligations assumed
in this lease, with minimum limits of no less than:
• General Aggregate $2,000,000
• Products —Completed Operations Aggregate $1,000,000
• Personal and Advertising Injury $1,000,000
• Each Occurrence $1,000,000
b. Commercial Automobile Liability covering bodily injury and property damage arising out of the use of
any hired or non -owned automobile'
Combined Single Limit (CSL) Each Accident
$1,000,000
c. Worker's Compensation and Employer's Liability as required by any applicable Federal or State Law:
• Worker's Compensation Statutory
• Employer's Liability
Each Accident $100,000
Disease — Each Employee $100,000
Disease — Policy Limit $500,000
2. General Insurance Terms. Conditions and Provisions The aforementioned insurance shall be
endorsed, as applicable, and shall contain the following terms, conditions and or/endorsements. All
certificates of insurance shall provide evidence of and compliance with all required terms, conditions,
and/or endorsements.
a. All policies of insurance shall be on a primary, non-contributory basis with any other insurance and/or
self-insurance carried by Landlord,
b. The insurance company(s) issuing the policy(s) shall have no recourse against Landlord for
subrogation, premiums, deductibles, or assessments under any form of policy;
C. Any and all deductibles or self -insured retentions shall be assumed by and be at the sole risk of
Tenant;
d. All insurance policies shall be endorsed to provide a written waiver of subrogation in favor of
Landlord;
d All insurance policies, with the exception of Worker's Compensation, shall be endorsed to name
Landlord as Additional Insured;
e Tenant shall maintain, at their sole cost and expense, special form property insurance covering all
personal property owned by Tenant. Tenant agrees to hold harmless and waive, and cause their
insurance carrier to waive, all rights against Landlord for any and all loss or damage to personal
property owned by the Tenant;
f. Certificates of insurance must be provided no less than ten (10) working days before occupancy or use
of the Premises;
g. All insurance carriers shall be licensed and approved to do business in the State of Michigan and shall
have and maintain a minimum A.M. Best's rating of A:VII.
Resolution #21290 July 22, 2021
Moved by Gingell seconded by Powell the resolutions on the Consent Agenda be adopted.
AYES: Gershenson, Gingell, Hoffman, Jackson, Joliat, Kochenderfer, Kowall, Kuhn, Long,
Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell,
Charles. (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted.
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANTTO MCL45.559A (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 July 22, 2021,
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 Circuit Court at Pontiac,
Michigan this 22nd day of July, 2021.
Lisa Brown, Oakland County