HomeMy WebLinkAboutLutheran Social Services of Wisconsin and Upper MichiganCITY OF OSHKOSH FACILITY LEASE AGREEMENT
PARTIES: This Lease Agreement is between the Lutheran Social Services of Wisconsin and
Upper Michigan, Inc., a Wisconsin Non-Stock Corporation with principal offices at 647 West
Virginia Street, Suite 200, Milwaukee, Wisconsin 53204-1535 (L55, orTenant�, and the City
of Oshkosh, a Wisconsin Municipal Corporation, with principal offires at 215 Church Avenue,
Oshkosh, Wisconsin 54902 (City, or Landlord�.
The specific divisions of each organization to which this Lease Agreement is intended to
benefit are LSS's Older Adult Services division, with a principal offce at 3003A Richmond
Street, Appleton, Wisconsin 54914, and the Cit�/5 Seniors Center, with principal offices at
200 and 254 North Campbell Road, Oshkosh, Wisconsin 54902.
PURPOSE AND INTENT: The City and L55 have benefitted from a positive working
relationship over [he past several years and, more importantly, have wllaborated to offer
[heir respective servires to a shared mmmunity. It is the inten[ion of each party [o
moperate with each other to mntinue this relationship in a mannerthat will most
effectively serve [he shared mmmunity of the City's Seniors Center and L55's Adult Services
division. More specifically, to the extent described in this Lease Agreement the City will
agree [o continue making its facilities, staff, and/or services available to L55 in a mannerthat
will allow its Adult Services division m effectively carry out its services and programming
wi[hin the Senioa Center.
III. MASTER A6REEMENT: The City offers, and LSS accepts, the terms herein which allow the
lease or use of certain areas of its Seniors Center facility by LSS for the purposes described in
this Lease Agreement, or any Addendums that may be attached. In anticipation that
current programming may change, or [hat other programming may be added in the future,
the parties enter into this master Lease Agreement followed by specific individual written
Addendums signed by both parties which detail the terms of specific programming. All
Addendums are fully incorporated inio this Lease Agreement.
IV. TERM: This Agreement begins on November 1, 2015 and ends Octo6er 31, 2018. Each
Addendum may have their own term, provided it falls within the term of the base
agreement. The Agreement term shall be automatically extended for one (1) addi[ional year
unless either party notifies the other party in writing that it will opt out of the extended
period no larer than 90 calendar days priorto the end of the initial term of this Agreement.
V. TERMINATION: Eitherpartymay[erminatethisAgreementforanyreason6yprovidingthe
other party with written notification at least 90 calendar days before the intended
termination date.
VI. LEASE/RENTAL CHARGE: The spare needs required by L55 will be described in the program
Addendums attached to this Agreement, and will be based upon a charge per square foot of
space used. Lease payment shall be made mon[hly and received by the Seniors Center by
the 1" of each month. The rate for the year November 1, 2015 to Octo6er 31, 2016 will be
513.85 per square foot of space allotted ro L55. The monthly lease rete shall be adjusred
March 5, 2015
annually in [he month of November. The lease rate will be increased two percent (2%) each
year [his lease is in effect.
VII. CONDITION OF PREMISES: The City will provide [he space to be used by LSS in a fit
condition, in a good state of repair, and in a sanitary condition. LSS agrees to promptly
notify [he City of any repairs or maintenance [hat is or may be necessary. LSS shall leave [he
space i[ uses in a mndition substantially similarto its wndition at the beginning of [heir use,
excepting normal wear and tear and damage due to acts of God.
VIII. ALTERATIONS: LSS shall make no alterations in or to any of the City's buildings, premises, or
facilifies without the written consent of the City. All alterations shall remain for [he benefi[
of the City unless the City has otherwise provided written consent allowing [he altera[ions
to be removed, or requiring the alterations to be removed.
IX. CITY RESPONSIBILITIES: Maintain the overall facility, induding roof and structural
sections, and heating, moling, and electrical sYStems, except repairs neressary due to the
intentional or negligen[ actions or inactions associated with L55's use of Ci[y properry.
Maintain and repair fxtures induding warer pipes, sewer pipes, gas pipes, drains, and
plumbing except repairs necessary due to the intentional or negligent associated wi[h LSS's
use ofthe City property. Day-to-dayjanitorial and related tasks for common areas and
other City facilities except those spaces specifically designated for use by L55. Provide L55
with OSHA required SDS sheets for cleaning products utilized in day service areas and areas
of the center where day service dients participate in any activiry. Take are reasona6le
precautions ro ensure that City staff and volunteers will ahide by HIPPA and other
mnfidentiality and e[hical guidelines.
X. LSS RESPONSIBILITIES: Maintain its designated space(s) and keep them in good condition
and repair, except for reasonable wear and tear or damages caused by acts of God. Repair
damaged to structures, HVAC, fixtures, or any other property damaged due to intentional or
negligent actions or inactions associated with L55 use of City property. Provide telephone
and Internet connec[ions and service separate from the City's services at L55's sole ezpense.
To the exten[ that separa[e lines or facilities need to be installed within [he City's buildings
or property, such installation must receive [he written approval of the City which shall not
be unreasonably denied. LSS shall 6e responsible for all costs associated with its telephone
and inteme[ service providers for service installed in Ihe City's buildings and property both
during occupancy and after LSS vacates the property. Keep [he OSC premises in good repair
as they are at the rommencement of [he term, except reasonable use and wear. Take all
reasonable precautions to ensure that all L55 staff and volunteers imolved with LSS services
or programming at the City's Seniors Center will abide by HIPPA and other confdentiali[y
and ethical guidelines.
RI. DAMAGE BY FIRE OR OTHER DISASTER: If the leased premises are partially damaged by fire
or other disaster, then repairs shall be made as speedily as possible by and at the expense of
the City, subject to other provisions of this Lease. If the damage is so extensive as to leave
the premises untenable or potentially untenable, then LSS's rent payments shall cease or
shall abate on a pro-rata basis related to L55's unusahle space until the same are repaired. If
the premises is damaged to the extent that the City decides not to re6uild, then the lease
March 5, 2015
term shall cease, the premises shall be surrendered, and all accrued rent shall be paid up to
the time of the event causing such resWt.
%I I. INSURANCE:
a. Property: The City shall main[ain property insurance at its ezpense covering the City's
buildings and City-owned mntents. L55 shall procure and maintain property insuranre
at its ezpense covering property owned by LSS and located, temporarily or otherwise, at
City facilities, as well as property leased by LSS, or under its care, custody, or control.
b. General Liability: The City shall main[ain provide liahiliry insurance mvering the actions
of the City's o�cers, Council Members, employees, agents, and authorized volunteers.
L55 shall procure and main[ain commercial general liability insurance in aI least One
Million and NO/100 dollars ($1,000,000) for any one accident or incident and Two
Million and NO/300 dollars ($2,000,000) aggregate claims. L55 shall add the "City of
Oshkosh and its officers, Council Members, Agents, Employees and Authorized
Volunteers" as additional insured on its Commercial General Liability Policy.
c. Professional Liability: If applicable to a particular LSS program, LSS shall procure and
maintain professional liability insurance in at least One Million and NO/100 dollars
(51,000,000) for any one accident or incident and Two Million and NO/100 dollars
($2,000,000) aggregate daims.
d. Within thirty (30) days of the execution of this agreement, L55 shall furnish City of
Oshkosh with Certificates of Insurance verifying the existence of all required insurance
policies. New Certificates shall be provided for new or renewed policies.
XIII. HOLD HARMLES$ / INDEMNIFICATION: LSS and the City are re5ponsible forthe negligent Or
wiliful or malicious actions or inactions of their respective employees, agents, and
volun[eers.
a. L55 agrees that it will at all [imes indemni(y City of Oshkosh and hold the Ciry harmless
against any and all damages, claims, liabilities, losses, damages, cots, expenses and
atmmeys' fees of any kind or namre whatsoever related to L55's use of Ciry property or
facilities that is caused in part or in whole by the negligent orwiliful actions or inactions
by LSS, their employees, agents, or affiliates.
b. In the event of any claim, action, suit, or proceeding against City of Oshkosh/OSC upon
any ma[[er subject [o above listed indemnity and insurance dause, City of Oshkosh/OSC
shall within ten (10) working days cause notice in writing thereof to be given to L55 by
certified mail.
XIV. GOVERNING LAW: The terms of this lease shall be governed by the laws of the State of
W isconsin. 7he venue for all dispute resolutions, whether formal or informal, shall 6e
Winnebago County, Wisconsin.
[SIGNATURE PAGE FOLLOWS]
Morch 5, 2015
LUTHERAN SOCIAL SERVICES OF WISCONSIN AND UPPER MICHIGAN, INC.
By. /
igna re Da[e
I.XAUIi'� � �bla(YIiAC�C.I �! �
Print Name Title
�
CITY OF OSHKOSH
8y: �/0�—�GN�.�
Ma�off, Oshkosh City Manager Date
4
March 5, 2015
ADDENDUM TO
CITY OF OSHKOSH FACILITY LEASE AGREEMENT
Program: Adult Day Services
I. PARTIES: It is [he intention of Wtheren Social5ervices of Wisconsin and Upper Michigan,
Inc, through its Older Adult Services Division (LSS�, and the City of Oshkosh, [hrough i[s
Seniors Center (City), [o fully incorporate the terms of [his Addendum into the Ciry of
Oshkosh Facility Lease Agreement dated November 1, 2015, as amended.
II. PROGRAM SUMMARY: Adult Day Services is a program operated by L55 to provide hands-on
assistance and care to older adul[s and adults with disabilities in need of such care at the
Oshkosh Seniors Center. The Seniors Center provides [he setting for Adult Day Services, and
L55 provides the necessary staffing and facilities to properly take care of those in need. The
Seniors Center benefits from LSS's experience and expertise in dealing with those seniors in
need of more active care, and L55 benefits from having the ahility ro use a convenient
location with age-appropria[e facilities to better serve its clients.
III. COST: The Cost for [he space necessary for [his program shall be based upon the square
foot charge identified in [he master Facility Lease Agreement. The to[al square footage is
1794 square feet. The square foot charge is $13.85. The total cost per year is $24,846.90.
IV. TERM: This Addendum Agreement shall remain in effect from November 1, 2015 [o
October31,2018. Ei[herpartymayterminatethisAddendumAgreementforanyreason
provided it gives the other party at least ninety (90) days advance written notice of
termination.
V. SPACE: The Seniors Center offers, and L55 accepts, the right to use east half of the Oasis
Room and restroom (1,150 square feet�, the former Friends Gift Shop (575 square feet�, and
a designated offce (69 square feet) for Ihe sole purpose of LSS administering its Adult Day
Services program. L55's use of the identified space is exdusive except to the extent that the
Seniors Center staff or volunteers may need to cross through these spaces to take care of
unique or routine huilding issues. As an example, a common need exists to cross [hrough
the Oasis room for access to electrical service. The spaces and [he square footage
previously identified are subject to payments from L55 to the Seniors Center based upon the
square footage cost identified in the master Facility Lease Agreement. Additionally, L55 will
have nomexcWsive access, without charge, to common areas such as ha0ways, restrooms,
and the kitchen. L55 shall use these common areas for minor ancillary functions and cannot
use them for primary Adult Day Services functions. LSS will have no priority of use over
[hese mmmon areas, but may use them as they may be available.
VI. CONDUCT: While LSS and [he Seniors Center enjoy the mutual benefiis of providing services
for older adults, the specific nature of LSS's Adult Day Services program differs from the
Seniors Center programming. L55's Adult Day Service program takes on the important tasks
of addressing the needs of those seniors with special challenges with their physical and
mental well-being, while the Seniors Center generally addresses its programs towards more
active seniors. Both parties agree to respect the others programming and [o take all
March 5, 2015
reasonable precautions to ensure that [he part�/s programming has a minimal impact on the
other's programming. LSS, for its part, agrees that when using the Seniors Cente/s common
areas, it will not engage in extended communications tha[ are not part of the purpose of the
common area, such as using hallways to get to a destination, using res[rooms fortheir
intended purposes, etc. Also, LSS agrees that when i[s clients are in need of individualized
support that falls ou[side of [he assistance that may be normally required when in the
common areas, that LSS staff will take all reasona6le measures to escort the individual to
one of its leased areas to provide tha[ support.
VII. SENIORS CENTER INVOLVEMEN7: The Seniors Center does not operate or administer or
otherwise become responsible for [he Adult Day Services program. However, in light of [he
programs location within the Seniors Center facilities, it will:
a. Plancoopere[ivelywithL55foranymarketingand/orfundraising[ha[representsthe
day services.
b. Provide access to meeting rooms, laundry facilities, dishwasher, shower and fax
machine.
c. Allow L55 to contract for the use of [he Centers Registered Nurse for client purposes as
mutually nego[ia[ed on a case-6y-case basis.
VIIL L55 PROGRAM DETAILS: L55 maintains full authority [o operate, administer, and take full
responsibility for the Adult Day Services Program. However, in light ofthe program's
loca[ion within [he Seniors Centerfacilities, it will:
a. Coordinate with the Seniors Center Program Coordinator and/orACtivities Coordinator
incorporating day service clients into Seniors Center programs.
b. Share in expenses incurred in any relocation of the day services according to specific
agreement(s) to be negotiated.
[. Employ and supervise day services staff with established performance evaluation
procedures.
d. Operate [he day services in compliance wi[h applicable sta[e regulations.
e. Accredit the day services by the National Council on Accreditation through [he agenry.
f. Complete day-to-day routine deaning in the rented space.
g. Cover staff and program with agency insurante and provide certificate of insurance to
City of Oshkosh —Seniors Center.
March 5, 2015
(SIGNATURE PAGE FOLLOWS]
LUTHERAN SOCIAL SERVICES OF WISCONSIN AND UPPER MICHI6AN, INC.
By: r f�.2S • fS
Sigi ture Date
1�uicQ )� �COn�c_K� C0�
Print Name Title
CIN OF OSHKOSH
BY: /C/.v--l7vP�✓"✓
Mar Rohloff, City Manager Date
Morch 5, 2015