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HomeMy WebLinkAboutResolutions - 1975.09.18 - 14909September 18, 1975 REPORT By Mr. Nowak IN RE: MISCELLANEOUS RESOLUTION #7213 - MEDICAL CARE FACILITY LEASE AND LEASE BACK AGREEMENTS To the Oakland County Board of Commissioners Mr. Chairman, Ladies and Gentlemen: The Planning and Buildiaa Committee, by Patrick M. Nowak , Chairman, reports Miscellaneous Resolution No. 7213 be adopted. with the recommendation that the resolution PLANNING AND BUILDING COMMITTEE P6tric,: M. Nowak, Chairman July 23, 1975 RESOLUTION NO: 7213 RE: MEDICAL CARE FACILITY LEASE AND LEASE BACK AGREEMENTS BY: PLANNING AND BUILDING COMMITTEE , TO: THE OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRMAN, LADIES AND GENTLEMEN: WHEREAS, the County of Oakland established a Building Authority by Resolution No. 4534, dated February 8, 1966; and WHEREAS, it is necessary for the County of Oakland to lease to the Building Authority, the land upon which the pro- posed Medical Care Facility will be built; and WHEREAS, it is necessary for the County of Oakland to lease back from the Building Authority the proposed Medical Care Facility; and WHEREAS, the Building Authority has approved the Lease and Lease Back Agreements; and , WHEREAS, your Committee has reviewed the Lease and the Lease Back Agreements, and recommends that they be a -oproved by this Boa:cd, • and that the Chairman of this Board be authorized and directed to execute said lease; and WHEREAS, the presentation preSented to this Board on this day should be aberoved by this Board,. NOW THEREFORE BE IT RESOLVED that the County of Oakland an- proves the Lease and the Lease Back Agreements to be 'entered into with the Oakland 'County Building Authority for the Medical Care Facility and the Chairman of this Board is hereby directed and authorized to execute the Lease and 'Lease Back Agreements on behalf of the County of Oakland. • „ BE IT FURTHER RESOLVED that the presentation presented to this Board this day be approved. The Planning and Building Committee, by Mr. Patrick M. Nowak, Chairman, moves the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE Pati-ick M. Nowak, Chairman LEASE' THIS .LEASE AGREEMENT made as of the 1st day of August, 1975, by and between the COUNTY OF OAKLAND, a Michigan county corporation, whose address is c/o the Chairman of the County Board of Commissioners, County Building, Pontiac, Michigan, the lessor (herein the "County"), and OAKLAND COUNTY BUILDING AUTHORITY, a public corporation organized and existing under the authority of Act 31, Public Acts of Michigan, 1948 First Extra Session, as amended, whose address is 1200 North Telegraph Road, Pontiac, Michigan, the lessee (herein the "Authority"). WITNESSETH: WHEREAS, the County is the owner of premises herein- after more fully described as part of the lands owned and used by the County as the Oakland County Service Center on which is located the Oakland county Building and other buildings and facilities of the County; and WHEREAS, the Authority was Hformed as a County Building Authority pursuant to the provisions of Act 31 of the Michigan Public Acts of 1948, as amended, its purpose being to acquire, furnish, equip, own, improve, enlarge, operate and/or maintain a building or buildings and the necessary site or sites therefor, for the use of the County of Oakland; and WHEREAS, the Authority has heretofore acquired the East Wing addition to the Oakland County Building and the Law Enforcement - Jail Complex and has leased the same to the County for use as part of the Oakland County Building Complex at the Oakland County Service Center in the City of Pontiac; and WHEREAS, the next project to be undertaken by the Authority is to acquire a Medical Care Facility consisting of a building and the necessary equipment and furnishings therein and appurtenant roads, parking areas, landscaping, and other site improvements, to be located on the premises hereinafter more fully described; and WHEREAS, it is therefore necessary for the County to lease premises to the Authority so that the leased premises as improved by the acquisition of the Medical Care Facility may be leased back to the County, pursuant to a Contract of Lease-Back to be entered into between the County and the Authority (herein the "Contract of Lease-Back"); and WHEREAS, because the Authority intends to use the rentals paid pursuant to the Contract Of Lease-Back to finance the acquisition of the Medical Care Facility and to issue the bonds of the Authority in anticipation of part of the rental payments, it is necessary for the Authority to enter into this lease with the County; NOW, THEREFORE, IT IS AGREED AS FOLLOWS: A. The County does hereby let and lease to the Authority subject to the terms and conditions herein set forth the following described premises situated in the Township of Waterford, County of Oakland, State Of Michgian, to-wit: Part of the NE 1/4 of :Section 24, T3N, R9E, Waterford Township, Oakland County, Michigan, . described under Oakland County Service Center co-ordinate base system as beginning at a point located N 89 0 45 16" W 800.15 feet along the E & W 1/4 line of said Section 24 and N 0 0 0' 18" W 1146.57 feet from the East 1/4 corner of said Section 24, said point of beginning being County Service Center co-ordinates N 1150.00 and W 800.00; thence from said point of beginning West 150.00 feet to co-ordinate point N 115040 and W 950.00; thence South 30.00 feet to co-ordinate point N 1120.00 and V 950.00; thence West 5000 feet to co-ordinate point' N 1120.00 and W 1000.00; thence North $0.00 feet to co-ordinate point N 1150.00 and W 1000.00; thence West 50.00 feet to coordinate point N 1150.00 and W 1050.00; thence N 45 0 00 00" W 212.13 feet to .co-ordinate point N 1300.00 and W 1200.00; thence North 200.00 feet to co-ordinate point N 1500.00 and W 1200.00; thence East 125.00 feet to co-ordinate point N 1500.00 and W 1075.00; thence North 58.43 feet to a point on the South right of way of Mainland Drain, co-ordinate point N 1558.43 and W 1075.00; thence S 81 ° 08'' 42" E 84.81 feet along said right of way line to co-ordinate point N 1545.37 and W 991.20; thence South 45.37 feet to co-ordinate point N 1500.00 and W 991.20; thence East 191.20 feet to co-ordinate point N 1500.00 and W 800.00; thence South $50.00 feet to the point of beginning co+-ordinate point N 1150.00 and W 800.00. All bearings based on Oakland County Service Center base lines and containing 3.089 acres. (herein the "Site") fdr a term of years beginning on the first day of August, 1975 and ending on the thirty-first day of July, 2015, ,subject to the rights of terminationhereinafter provided, for the sum of One Dollar ($1.00) per year, payable on August 1, 1975 and on January 1st of each year thereafter to and including January 1, . 2015, unless this Lease be sooner terminated, and the performing of the covenants of the Authority herein provided, and the delivering up and surrendering to the County of all of the improvements on the Site at the conclusion of the term hereof, , all the aforesaid being the rental reserved hereunder to be paid to the County by the Authority. B. The County does hereby grant and convey to the Authority for so long as this Lease remains in effect, and to its successors or assigns, a right and easement over the lands of the County adjoining, abutting or surrounding the Site for the purpose of ingress and egress by the Authority and its employees, agents or any person or persons desiring to enter or leave the Medical Care Facility to be acquired by the Authority on the Site. C. The County hereby covenants that so long as this Lease remains in effect the County will furnish to the Authority or will allow the Authority, Its sucessors or assigns, its employees or agents, and anyone coming to or going from the Medical Cane Facility to be acquired by the Authority on the Site, to make use of the following services and facilities, without special charge to the Authority or any other person or persons above mentioned, to-wit: 1. Parking in any of the parking lots or parking facilities provided by the County at its Oakland County Service Center site, with the understanding, however, that all reasonable rules and regulations pertaining to such parking and any reason- able fees charged for the use of such parking, applying to all persons using the same, shall apply hereunder but that the enforcement of such rules and regulations and the collection of such fees shall be carried out by the County at its sole expense. 2. Make or permit to be made the necessary connections of water, light, heat, telephone, air conditioning, storm drainage and sanitary sewage disposal as available on or from the build- ings and facilities in the Oakland County Service Center to the Medical Care Facility to be acquired by the Authority on the Site, and to provide the services through the connections to the Medical Care Facility to be acquired by the Authority on the Site, except for telephone services, during the entire term of this Lease without charge to the Authority or its successors or assigns. D. The Authority hereby leases the Site for the term and on the conditions and with the appurtenances as afore- said and agrees and covenants with the County asfollows: 1. That the Authority will commence and complete within a reasonable time from and after date of possession hereof the construction of a Medical Care Facility, in accordance with plans and specifications to be described in detail in the Contract -4- . Of -Lease-Back. 2. That the Authority accepts the Site in its condition as of the date hereof, including such improvements as now may be located thereon, and it is understood that the removal of stich improvements and the preparation of the Site for the construction of the Medical „Care Facility thereon to be leased back to the County shall be at the expense of the Authority. 3. That all improvement, fixtures and/or equipment of whatsoever nature as shall be erected on or installed in the Medical Care Facility to be ereeted on the Site by the Authority shall be the property of the County upon expiration or termination of this Lease. . 4. That the County may terminate this Lease notwith- standing the terms expressed above, on thirty (30) days written notice to the Authority, on the occurrence of any of the follow- ing events, to-wit: a. The Authority and the County do not enter into the Contract Of Lease-Back on or before October 1, 1975; or b. The Authority des not issue its building authority bonds as contemplated by the Contract Of Lease-Back prior to July 1, 1976; or c. All bonds issued by the Authority to finance the acquisition of the building on the leased premises, including any bonds to refund or replace a previous issue of bonds for this purpose, and all other obligations of the Authority incurred to finance the acquisition of such Medical Care Facility, have matured, by expiration or call, and have been paid in full. 5. That the Authority will use the Site for acquiring thereon a Medical Care Facility and for no other purpose, without the consent of the County, but subject to the terms and conditions of bonds issued by the Authority to provide funds for the acquisition of the Medical Care Facility and the con- structiow.thereof, and subject to the rights of the holders of such bonds to make or cause to be made such use of the Site as may be authorized by law or by the Contract Of Lease-Back for the - purpose of securing, obtaining or enforcing payment of such bonds. 6. That the Authority will use and occupy the Site in a careful and proper manner; not committing any waste therein.; not use or occupy the Site for any unlawful purpose; conform to and obey all present and future laws, ordinances, rules, regula- tions, requirements:and orders of all governmental authorities or agencies pertaining to the use and occupancy thereof, except that the County may not unreasonably impose or enact any ordinance, rule, regulation or order with respect to the Site which will or may contravene, negate, amend or Unduly burden any of the terms and provisions of this Lease. 7. That the Authority will not assign this Lease or any part thereof without the written consent of the County, except that the-Authority may grant td the holders of any bonds issued by the Authority to provide funds for the acquisition and construction of the Medical Care Facility on the Site, and any trustee, receiver, committee, agent or employee of the.bond holders as may be designated pursuant to the terms of the bonds or applicable law to represent the, bond holders in the enforce- ment of their rights under the bonds, the right to use and to occupy the Site for the maintenance and operation of the Medical Care Facility located thereon for the purpose of obtaining funds to make the payments of principal and interest and other charges required in connection with the bonds, which right shall extend to any refunding bonds or other obligations issued to refund or replace the bonds. -6- E. The County hereby covenants and agrees that on the performance of all of the covenants herein contained to be per- formed by the Authority, the Authority shall and may peaceably and quietly have, hold and enjoy the Site for the term aforesaid, and the County agrees and covenants with the Authority as follows: 1. That upon completion of the Medical Care Facility on the Site by the Authority and commencement of occupancy thereof by the County, the County shall indemnify and hold harmless the Authority from, and the Authority shall not in any event whatso- ever be liable for, any injury or damage to any person happening on or about the Site or for any injury or damage to the Site or to any property of the County or to any property of any other person, firm, association or corporation on or about the demised premises, and the foregoing indemnification and holding harmless of the Authority shall apply to all areas, lands and buildings owned by the Authority and adjoining, abut- ting or surrounding the Site. The County shall indemnify and save harmless the Authority from and against any and all liabil- ity and damages, and from and against any and all suits, clai and demands of every kind and nature, including reasonable counsel fees, by or on behalf of any person, firm, association or corporation, arising out of or based upon any accident, injury or damage, however occurring, which shall or may happen on or about the Site, or in, on or about the areas, lands and buildings adjoining, abutting or surrounding the Site, and from and against any matter or thing growing out of Condition, maintenance, repair, alterations, use, occupation, or opration of the Site or in, on or about the areas, lands and buildings adjoining, abutting or surrounding the Site, and endorse the Authority as an assured on an acceptable comprehensive public liability policy in the amount -7- of $500,000.00 for injury to any one person and in the amount of $1,000,000.00 for any one accident. During the period of con- struction,.,and until the County aceepts and occupies the building on the Site pursuant to the Contract Of Lease-Back, the Authority • and its contractors shall maintain adequate insurance covering all claims and liabilities which may arise out of the use and occupancy of the Site, which claims and liabilities shall be covered by insurance and bonds as Provided in the Contract Of Lease-Back. 2. That the County shall have a right of reentry hereunder only on termination of this Lease in the manner and at the times provided herein, and not for nonpayment of rent.. If the Contract Of Lease-Back is executed between the County herein as lessee in the Contract Of Lease-Back and the Authority herein ' as lessor in the Contract Of Lease-Back, and if the bonds of the Authority hereunder are sold to finance the acquisition of the Medical Care Facility on the Site, then this Lease shall not be subject to termination even though the Contract Of Lease-Back or the bonds shall be declared to be invalid, unenforceable or void, and this Lease shall continue for its full term and the Authority hereunder shall be the owner of the Medical Care Facility on the Site during the lease term and entitled to make such lawful use thereof as may be necessary to repay all funds advanced, con- - tracts performed, or credit extended for the purpose of acquiring and constructing the Medical Care Facility on the Site. 3. That the Authority Shall be entitled to the pos- session of the Site upon delivery Of its building authority bonds as contemplated by and described in the Contract Of Lease-Back. 4. That the County will cooperate in every reasonable way with the Authority, including the furnishing of information - -8- and the execution of documents, to enable the Authority to obtain all necessary permits or licenses for the acquisition and con- '. struction of the Medical Care Facility on the Site in accordance with the plans and specifications described in the Contract Of Lease-Back. J. That the County will accept the Site at the termination of this Lease in "as is condition and without further obligation or duty of any nature, including the payment of moneys, on the part of the Authority. F. It is mutually agreed between the County and the Authority: 1. That any notices required by this Lease shall be sufficient if addressed to the party entitled to notice at its last known address by ordinary mail with postage thereon fully prepaid, directed to the attention of the chairman of the party entitled to notice. 2. That each party hereto does hereby remise, re- lease, and discharge the other party hereto, and any agent, employee and representative of such party, of and from any liability whatsoever hereafter arising from loss, damage and injury caused by fire or other casualty for which insurance (permitting waiver of liability and containing a waiver of sub- rogation) is carried by the injureparty at the time of such loss, damage or injury to the extent of any recovery by the injured party under such insurance. 3. That in the event any part of the Site, or of any of the means or areas of ingress or egress to the Site, are taken by any right of eminent domain by any superior governmental power, the County and the Authority shall by appropriate agree- ments and by cooperative action divide up any payment for such -9- WITNESSES: OAKLAND COUNTY BUILDING AUTHORITY taking in such a manner, or make arrangements with respect to such superior governmental power, which shall insure the payment of any bonds or other obligations of the Authority incurred or outstanding by reason of the acquisition and construction of the Nedical Care Facility on the Site. 4. This Lease and all covenants, provisions and conditions herein contained shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto; provided, however, that no assignment by, from, through or under the Authority in violation of the provisions herein shall vest in the assignee any right, title or interest whatever. . • IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written. WITNESSES: . COUNTY OF OAKLAND By: Chairman Board of Commissioners By: Chairman of Commission Secretary Of Commission By: ) ) ) Sc. STATE. OF MICHIGAN COUNTY OF OAKLAND On this day of 1975, before me • appeared , to me personally known, who • • being by me etly sworn, did say that he is the Chairman of the Board of Commissioners of the County of Oakland, State of Michigan, and that the foregoing Lease was signed by him in 'behalf of said County . by authority of its Board. of Commissioners, and the said person .acknowledged said instrument to be the free act and deed of said . County. Notary Public, Oakland County Michigan My Commission expires: STATE OF MICHIGAN COUNTY OF OAKLAND ) / as s. ) On this day of and • 1975, before me appeared to me personally known, who being by Tile duly sworn, did . each for himself say that they are respectively the Chairman and the Secretary of the Oakland County Building Authority, Oakland County, Michigan, and that the•foregeing Lease was signed by them in behalf of Said Authority by authority of its Commission, and the said persons acknowledged said instrument to be the free act and deed of said Notary Public, Oakland County, Michigan My commission expires: CONTRACT OF LEASE-BACK THIS FULL FAITH AND CREDIT GENERAL OBLIGATION CONTRACT OF . LEASE-BACK is made as of the 1st day of August, 1975, by and between. the OAKLAND COUNTY BUILDING AUTHORITY, a building authority organized and existing under and pursuant to the provisions o Act No. 31, Public Acts of Michigan,. 1948 (First Extra Session), as amended, as lessor (herein the "Authority"), and the COUNTY OF OAKLAND, a Michigan county corporation, as lessee (herein the "County"). WITNESSETO: WHEREAS, the Oakland County Building Authority has heretofore been incorporated by the County of Oakland, pursuant to Act No. 31, Public Acts of Michigan, 1948, irst Extra Session), as amended, for the purpose of acquiring, furnishing, equipping, owning, improving, enlarging, operating and/or maintaining a building or buildings, automobile parking lots or structures, recreational facilities, and the necessary site OP sites there- for, for the use of the County of Oakland, Michigan; and WHEREAS, the County is in need of a new Medical Care Facility for its citizens; and WHEREAS, the Authority has entered into a Lease with the County dated as of August 1, 1975 (herein the "Lease") wherein the Authority has agreed to lease the following described real property: Part of the NE 1/4 of Section 24, T3N, R9L, Waterford Township, Oakland County, Michigan, described under Oakland County Service Center co-ordinate base system as beginning at a point located N 89' 45 1 16" W 800.15 feet aloncs, the E & W 1/4 line of said Section 24 and N 0' 0 A" W 1146.57 feet from the East 1/4 corner of said Section 24, said no it of beginnfn being County Service Center co-ordinates N 1150.09 and W 800.00; thence from said point of beginning West 150.00 feet to co-ordinate point N 1150.00 and W 950.00; thence South 30.00 feet to co-ordiahte point N 1120 00 and W 95000; thence West 50.00 feet to co-ordinate point N 1120.00 and W 1000.00; thence North 30.00 feet to co-ordinate point N 1150.00 and I,' 1000,00; thence West 50.00 feet to ce-ordim,te po-!nt N 1150.00 and W 1050.00; thence N 45 0 00 00" W 212.13 feet to co-ordinate point N 1300.00 and W 1200,00; thence North 200.00 feet to co-ordinate poin N 1500.00 and W 1200.00; thence East 125.00 feet to co-ordinate point N 1500.00 and W 1075.00; thence North 58.43 feet to a point on the South right of way of Mainland Drain, co-ordinate point N 1558.43 and W 1075.00; thence South 81° 08..? 42" E 84.81 feet along said right of way line to col-ordinate point N 1545.37 and W 991.20; thence South 45.37 feet to co-ordinate point N 1500.00 and W 991.20; thence East 191.20 feet to co-ordinate point N 1500.00 and W 800.00; thence South 350.00 feet to the point of beginning co-ordinate point N 1150.00 and W 800.00, All bearings based on Oakland CountyService Center base lines and containing 3.089 acres. from the County and the County has agreed to lease the Site to the Authority on the terms and conditions set forth in the Lease; and WHEREAS, it is proposed that the Authority finance the cost of designing, acquiring, constructing, equipping and fur- nishing a medical care facility in accordance with plans and specifications prepared by Louis D. Kilgore and Associates, 279 South Woodward, Birmingham, Michigan ., entitled "OAKLAND COUNTY MEDICAL CARE FACILITY", Pontiac, Michigan, 74-28E-R Project No 7420 Issued For Preliminary Approval December 13, 1974, as heretofore and hereafter duly revised from time to time (herein the Plans and Specifications"), by the issuance of building authority bonds payable from cash rentals to be paid by the County to the Authority pursuant to this Contract Of Lease-Back; and WHEREAS, the medical care facility to be constructed on the Site and leased to the County has an estimated useful life of 30 years and upwards and a construction cost of approxi- mately $2,633,000; and WHEREAS, in order to provide. for the design, acquisi- tion, construction, equipping and furnishing of the Medical Care Facility and to make possible the issuance of building authority bonds to finance the cost thereof, it is necessary for the par- ties to enter into this Contract Of Lease-Back; THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO, as follows: 1. The Authority shall, as soon as practicable after the effective date of this Contract Of Lease-Back, proceed to issue its building authority bonds in the aggregate principal amount of $3,200,000, pursuant to and in accordance with the provisions of Act No,. 31, Public Acts of Michigan, 1948 (First Extra Session), as amended, (herein the "Bonds") for the purp of defraying the cost of issuing the Bonds, paying interest on the Bonds during the construction period, and designing, acquiring, constructing, equipping and furnishing the Medical Care Facility in accordance with the Plans and Specifications (herein the "Medical Care Facility") and shall pledge for the payment of the principal of and interest on the Bonds the receipts from the cash rental payments hereinafter agreed to be paid by the County. The Bonds shall be dated July 1, 1975, and shall mature on July 1 in each of the years 1977 through 1997. Upon receipt of the proceeds of the sale of the Bonds the Authority shall immediately deposit such proceeds in a construction fund, which shall be maintained as a separate depositary account and from which shall be paid the cost of designing, acquiring, constructing equipping and furnishing the Medical Care Facility; provided however, any premium and accrued interest received from the purchaser of the Bonds shall be transferred to the bond and interest redemption fund. -3- and all buildings, equipment, furniture, fi constructed and furnished to the County pursuant nd appliances the Construction es, 2. When the Bonds have been delivered and the Authority has received the proceeds from the sale of the Bonds, the Authority shall complete the acquisition of the Medical Care Facility in accordance with the Plans and Specifications. The Plans and Specifications are hereby approved and adopted by the County and the Authority. The County hereby assigns the Authority all of the rights and benefits of the County pursuant to a certain Contract dated September 5, 1974, by and between the County and Askenazy Construction Company providing for the furnishing of all the materials, means of design and construction, other accessories, and performance of all the work described in the Design-Build Proposal Documents entitled Oakland County Medical Care Facility Project 71-28B-R (herein the "Construction Contract"). The Authority hereby assumes and agrees to perform the obligations and duties of the County pursuant to the Construction Contract. The assignment rights and benefits, and the assumption of obligations and duties, pursuant to the Construction Contract under this paragraph 2 are all to be effective simultaneously with the delivery of the Bonds at which time the Authority shall reimburse the County for all amounts duly paid Askenazy Construction Company pursuant to the Construction Contract. In the event the above assignment of rights and benefits and assumption of obliga and duties under the Col ;truction Contract is not recognized for any reason, the County shall continue to carry out its duties and obligations and enforce its rights pursua the Construction Contract, the Authority shall reimburse the County for sums paid pursuant to the Construction Contract, -4- Contract shall, immediately upon delivery thereof to the County, become the property of the Authority. S. Any unexpended balance of the proceeds of the sale of the Bonds remaining after issuance of the Bonds and completion of the Medical Care Facility may be used to improve or enlarge the Medical Care Facility or for other projects of the Authority leased to the County if such use is approved by the Municipal Finance Commission and the County. Any unexpended balance not so used shall be paid into the bond and interest redemption fund and the County shall receive a credit against the cash rental payments next due Under this Contract Of Lease- Back to the extent of the moneys so deposited in the manner provided in the resolution authorizing the Bonds. The Authority shall require a sufficient fidelity bond from any person handling funds of the Authority. 5. The Authority does hereby lease the Medical Care Facility to be constructed on the Site in accordance with the Plans and Specifications to the County for a term commencing simultaneously with the term of the Lease and ending simultaneously with the end of the term of the Lease. It is estimated that the Authority will complete the construction, equipping and furnishing of the Medical Care Facility on or before July 1, 1977. The County shall ii have possession of the Medical Care Facility inn diately upon date. When all of the Bonds have been retired the Authority shall convey to the County all of its right, title and interest in the Lease and the Medical Care Facility. Upon such conveyance by the Authority to the County this Contract Of Lease-Back shall terminate and the Authority shall have no further interest in, or -5-- obligations with respect to, the Medical Care Facility. 6. The County hereby agrees to pay to the Authority as cash rental for the project herein leased to it by the Authority such periodic amounts as shall be sufficient to enable the Authority to pay the principal ofand interest on the Bonds as such principal and interest shall become due. On December 1, 1975, and each December 1 thereafter while any of the Bonds are outstanding the County shall pay to the Authority an amount sufficient to pay the interest due on the Bonds on the following January 1. On June 1, 1976, and each June 1 thereafter while any of the Bonds are outstanding the County shall'pay to the Authority an amount sufficient to pay the interest and principal,. if any, due on the Bonds on the following ,July 1. The County hereby pledges its full faith and credit for the payment of the cash rental when due and agrees that it will levy each year such ad valorem taxes as shall be necessary for the payment of such cash rental which taxes shall be levied without limitation as to rate or amount and shall be in addition to any other taxes which the County may otherwise be authorized to levy but shall not be in an amount or at a rate exceedingthat necessary to pay its con- tractual obligation pursuant to this Contract Of Lease-Back. If the County, at the time prescribed by law for the making of its annual tax levy, shall have other funds on hand from any lawful source which have been set aside and earmarked for payment of its obligations for which a tax levy Would otherwise have to be Trtac'4et then the tax levy shall be reduced by the amount of such other funds. The obligation of the County to make such cash rental payments shall not be subject to any setoff by the County nor shall there be any abatement of the cash rentals for any cause including, but not limited to, casualty damage to the Medical -6- Care Facility, or the Medical Care Facility being untenantable. 7. In addition to the cash rental provided for in Section 6 hereof, the County hereby agrees to pay to the Authority all operating expenses of the Authority relating to the Medical Care Facility and the Bonds, including, but not limited to, expenses of the issuance and payment of the Bonds. The obliga- tions of the County to make such payments shall be general obligations of the County. 8. The County shall, at its own expense, operate and maintain the Medical Care Facility and shall keep the same in good condition and repair. Operation and maintenance shall include, but not be limited to, the providing of all personnel, equipment and facilities, all light, power, heat, water, sewerage, drainage and other utilities, and all Properties and services whatever nature, as shall be necessary or expedient in the opera- tion and maintenance of the Medical Care Facility. Premiums for insurance required to be carried upon or with respect to the project or the use thereof and taxes levied upon either party hereto on account of the ownership or use thereof or rentals or income therefrom shall likewise be deemed operation and main- tenance expenses. The obligation of the County to pay all costs and expenses of the operation and maintenance of the project shall be a general obligation of the County. 9. The County shall provide, at its own expense, fire and extended coverage insurance in an amount which is at least equal to the amount of the Bonds outstanding from time to time or to the amount of the full replacement cost of the project if that amount be less than the amount of Bonds out- standing. Such insurance shall be payable to the County and the Authority as their interests may appear and shall be made effec- tive from the date of commencing of the term of this Contract Of -7-- Lease-Back. In the event of the partial or total destruction of the Medical Care Facility, or if the Medical Care Facility is for any reasoli ,made unusable, the cash rental payments, as provided in Section6 hereof, shall continue unabated. The County shall have the option to use the proceeds of insurance, in the event of loss or damage to the project, fot the repair or restoration of the project. If the County shall determine not to use the pro- ceeds of insurance for the repair or restoration of the project the amount of such insurance proceeds shall be paid to the Authority and by it deposited in the bond and interest redemption fund and the County shall receive'appropriate credits on future cash rental payments. due. 10. The County shall provide adequate liability in- surance protecting the County and the Authority against loss on account of damage or injury to persons or property, imposed by reason of the ownership, possession, use, operation or repair of the Medical Care Facility or resulting from any acts of omission or commission on the part of the County or the Authority or their agents, officers or employees in connection therewith- Such insurance shall be made effective from the date of commencement of the term of this Contract Of Lease-Back. 11, The Medical Care FaCility shall not be used or permitted to be used in any unlawful manner or in any manner which would violate the provisions of any contract or agreement between the County or the Authority ..nd any third party. The - County shall hold the Authority I7;!:mj_35 116 izcap it fully in- demnified at all times against any joss, injury, or liability to any person or property by reason of the use, misuse or non-use of the project or from any act or omiSsion in, on or about the Medical Care Facility. The County Shall, at its own expense, -8- make any changes or alterations in, on Or about the project which may be required by any applicable statute, charter, ordinance or governmental regulation or order, and shall save the Authority harmless and free from all cost or damage in respect thereto. 12. The County, in its Sole discretion, may install or construct in or upon, or may remove from the Medical Care Facility, any equipment, fixtures or structures and may make any alterations , or structural changes as it may desire. 13. The Authority, through its officers, employees agents, may enter upon the Medical Care Facility at any time during the term of this Contract Of Lease-Back for the purpose of inspecting the Medical Care Facility and determining whether the County is complying with the covenants, agreements, terms and conditions hereof. 14. Inasmuch as this Contract Of Lease 7Back, and particularly obligations of the County to make cash rental pay-- ments to the Authority, provide for the security for pa=nt of the principal of and interest on the Bonds, it is hereby declared that this Contract Of Lease-Back is made for the benefit of the holders of the Bonds as well as for the benefit of the parties and that the holders of the Bonds shall have contractual rights herein. In the event of any default on the part of the County, the Authority and the holders of the Bonds shall have all rights and remedies provided by law and especially by Act No 31, Public Acts of Michigan, 1948 (First ExtraSession), as amended. The Parties further covenant and agree that they will not do or permit to be done any act, and that this Contract Of Lease-Back will not be amended in any manner, Which would impair the scour- ity of the Bonds or the rights of the holders thereof. An amend- ment of this Contract Of Lease-Back to authorize the issuance of -9- additional building authority bonds and providing for the payment of additional cash rentals for the payment thereof shall not be deemed to impair the security of the Bonds or the rights of the holders of the Bonds. 15. This Contract Of Lease-Back shall inure to the benefit of, and be binding upon, the respective parties hereto and their successors and assigns; Provided however, that no assignment shall be made in violation of the terms hereof nor shall any assignment be made which would impair the security of the Bonds or the rights of the holders thereof. 16. In the event the Bonds to finance the project cannot be or are not issued by the Authority prior to July 1, 1976, the project shall be abandoned and the County shall pay all expenses of the Authority incurred to the date of abandonment, and neither party shall have any further obligations under this Contract Of Lease-Back. 17. The right to give any consent, agreement or notice herein required or permitted shall be vested, in the case of the County, in its Board of Commissioners, and in the case of the Authority, in its Commission. Any notice required or permitted to be given hereunder shall be given by delivering the same, in the case of the County, to the Chairman of the Board of Commis- sioners, and in the case of the Authority, to any member of its (7,7,77.11s 18. In the event changes in the c_D.:1stitution or of the State Of :;L:-:aigan shall occur which shall affect the organization, territory, powers, or corporate status of the County, the terms and provisions of this Contract Of Lease-Back shall be unaffected thereby insofar as the obligation of the County to make cash rental payments, is concerned. The proceeds -1 0 - of any sale or other liquidation of any interest of the County in the Medical Care Facility are hereby impressed with a first and prior lien for payment of the Bonds or other obligations of the Authority incwred by reason of the Medical Care Facility or any - additions or improvements thereto. 19. This Contract Of Lease .-Back shall become effective on the date hereof and shall remain in full force and effect until the end of the term of the Lease, unless terminated prior to such date in accordance with the provisions hereof. IN WITNESS WHEREOF, the OAKLAND COUNTY BUILDING AUTHORITY, by its Commission, and the COUNTY OF OAKLAND, by its Board of Commissioners, have each caused this Contract Of Lease-Back to be signed in its name, for, and on its behalf, by its duly authorized officers, and its Seal to be affixed hereto, as of the day and year first above written. WITNESSES: OAKLAND, COUNTY BUILDING AUTHORITY - BY By • Secretary of its Commission - WITNESSES: COUNTY OF OAKLAND Jhairman of its COE-mission Chairman of its Commission -Chairman ci :1 -fd of Commissioners STATE OF MICHIGAN ) ss. COUNTY OF OAKLAND On this day of , 1975, before me appeared and to me personally known, who being by ,me duly sworn, did each for himself say that they are respectively the Chairman and the Secretary of the Oakland County Building Authority, Oakland County, Michigan, and that the foregoing Contract Of Lease-Back was signed by them in behalf of said Authority by authority of its Commission, and the said persons .acknowledged said instrument to be the free act and deed of said Authority. Notary Public, Oakland County, Michigan. My commission expires: STATE OF MICHIGAN ) ss. COUNTY OF OAKLAND On this day of , 1975, bflfore me appeared , to me pet'sonally L.rooi , who being by me duly sworn, did say that he is the ChF..iln the Board of Commissioners of the County of Oakland, State of Michigan, and that the foregoing Contract Of Lease-Back was signed by him in behalf of said County by authority of its Board of Commissioners, and the said person acknowledged said instrument to be the free act and deed of said County, Notary Public, Oakland County, ,Michigan remission expires: 1/7213 September 11, 1975 The Chairman announced pursuant to Rule XI-E the matter shall be laid over to the next regular Board meeting #7213 Moved by Nowak supported by Wilcox the report be accepted and that Resolution #7213 be adopted. AYES: Patterson, Perinoff, Pernick, Price, Roth, Simmons, Wilcox, Wilson, Aaron, Button, Coy, Daly, Dunleavy, Fortino, Gabler, Hoot; Houghten, Kasper, Lennon, McDonald, Montante, Nowak, Page. (23) NAYS: None. (0) A sufficient majority having voted therefor, the report was accepted and Resolution #7213 was adopted. STATE OF MICHIGAN) • . ) COUNTY OF OAKLAND) T, Lynn D. Allen, Clerk of the County of Oakland and havinz a seal, do heresy certify that I have compared the annexed copy of Resolution #7213 adopted by the Oakland County Board of Commissioners at their meeting held on September 18, 1975 with the original record thereof now remaining in my office, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County at Pontiac, Michigan 18th day September. thig Lynn D. Clerk