HomeMy WebLinkAboutResolutions - 1972.07.06 - 15764Planning and Buildin The
Resolution No 6049 with the
July 6, 1972
REPORT
Mr. Harrison
iN RE: RESOLUTION #6049 - PROPOSED CHILDREN'S VILLAGE, PHASE II, LEASE
AND LEASE BACK AGREEMENTS
To the Oakland County Board of Commissioners
Mr, Chairman, Ladies and Gentlemen::
9 Committee,
, Chairman, reports Miscellaneous
ecommendation that the resolution
be adopteth
PLANNING AND BUILDING COMMITTEE
Charlie J. Harrison, Jr.
by Charlie J. Harrison,
6049 Miscellaneous Resolution June 1, 1972
/ 4 /
CharTie J. Fliii-rison, Jr., Chairman
BY: PLANNING & BUILDING COMMITTEE - Charlie J. Harrison, Jr., Chairman
IN RE: PROPOSED CHILDREN'S VILLAGE, PHASE II, LEASE AND
LEASE BACK AGREEMENTS
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 Children's Village, Phase II, will be built; and
WHEREAS it is necessary for the County of Oakland to lease back from the
Building Authority the proposed Children's Village, Phase II; and
WHEREAS the Building Authority has approved the Ground Lease and Lease Back
Agreements; and
WHEREAS your Committee has reviewed the Ground Lease and Lease Back Agreements
and recommends that they be approved by this Board and the Chairman and Clerk of this
Board are hereby directed and authorized to execute said Lease;
NOW THEREFORE BE IT RESOLVED that the County of Oakland approves the Ground
Lease and the Lease Back Agreements to be entered into with the Oakland County Building
Authority and the Chairman and Clerk of this Board are hereby directed and authorized to execute
the Ground Lease and the Lease Back Agreements on behalf of the County of Oakland.
The Planning and Building Committee, by Charlie J. Harrison, Jr., moves the
adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
June 15, 1972
#6049
Moved by Houghten supported by Lennon that Resolution #6049,
Proposed Children's Village, Phase H, Lease and Lease Back Agreements,
betaken from the table.
A sufficient majority having voted therefor, the motion carried.
Moved by Harrison supported by Lennon the resolution be referred
to the Finance Committee.
A sufficient majority having voted therefor, the motion carried.
LEASE BACK AGREEMENT
THIS LEASZIBACK AGREEMENT made, as of the 1st day of June,
1972, by and between the 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,
hereinafter referred to as the "Authority", and the COUNTY OF OAKLAND,
a Michigan county corporation of the State of Michigan, hereinafter
referred to as the "County".
WITNESSE1TH:
WHEREAS, the Authority has been incorporated under and in
pursuance of the provisions of Act 31, Public Acts of Michigan,
_1948, (First Extra Session), as amended, for the purpose of acquiring,
furnishing, equipping, owning, improving, enlarging, operating and/or
maintaining a building or buildings and the necessary site or sites
therefor, for the use of the County; and
WHEREAS, the Authority has leased from the County pursuant
to a Lease Agreement dated as of June 1, 1972, (herein called "Ground
Lease") the land, with all existing improvements thereon, situated in
the Township of Waterford, County of Oakland, State of Michigan,
described on Exhibit "A" which is attached hereto and by this reference
is made a part hereof, which land and improvements constitute part of
the Oakland County Children's Village; and
WHEREAS, as partial consideration for the execution and
delivery of the GrQund Lease, the Authority agreed to acquire, construct
and equip new buildings and to improve existing facilities (the
acquisition, construction and equipping of new buildings and the
improvement of existing facilities therein and hereinafter referred
to as the "project") and to lease the land as improved back to the
County; and
WHEREAS, the total cost of the project is now estimated to
be Five Million Two Hundred Thousand Dollars ($5,200,000); and
WHEREAS, the said cost is to be financed by the Authority
by the issuance of Revenue Bonds pursuant to the provisions of Act
94, Public Acts of Michigan, 1933, as amended, in the aggregate
principal sum of Five Million Two Hundred Thousand Dollars ($5,200,000);
and
WHEREAS, as a prerequisite to the authorization and issuance
of such bonds, it is necessary for the parties hereto to enter into
a Lease-Back Agreement pursuant to which the Authority will lease to
the County and the County will hire from the Authority, the said land
as improved by the project for a period extending beyond the last
maturity date of the bonds (not to exceed forty (40) years);
IT IS THEREFORE AGREED BY AND BETWEEN THE PARTIES HERETO,
for and in consideration of their mutual Icovenants and agreements
hereinafter set forth as follows:
1. The Authority will acquire,, construct and equip new
buildings on the site described on Exhibit "A" and will improve
existing facilities on said site all in accordance with the plans
and specifications therefor prepared by the architects, Denyes &
Freeman'Associates, Inc., of Pontiac, MiChigan, which plans and
specifications have been approved by the County and identified by
the initials of the County Clerk and are 'incorporated herein by
reference although not attached hereto.
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2. In consideration of the rentals and other terms and
conditions herein specified, the Authority does hereby let and lease
to the County the said land as improved by the acquisition, construc-
tion and equipping of new buildings thereon and by the improvement
of existing facilities, the said land, buildings and facilities .
sometimes hereinafter referred to as the "leased premises", TO HAVE
AND TO HOLD for a term commencing January 1, 1975, and ending
December 31, 2011, or such lesser period as may be authorized by the
provisions of this Lease-Back Agreement, and the County agrees to
pay rental therefor as follows:
On March 1, 1974 the County shall pay to the
Authority $427,000 which amount shall be deemed
to be the rental for the period commencing on
the date possession vests in the County and
ending on December 31, 1975.
On March 1, 1975, and on each March 1, there-
after, the County shall pay totne Authority
$427,000 as rental for the calendar year commen-
cing the following January 1.
It is anticipated that certain parts of the project will be
completed prior to January 1, 1975, and that other parts of the
project will be completed after that date. As parts of the project
are completed possession will be delivered to the County and the
term of this lease shall be adjusted as to such parts of the project.
The rental payment due March 1, 1974, shall in such event be deemed
to be the rental payable for the period from the beginning of the
term to and including December 31, 1975.!
The fixed annual rentals herein provided are hereby
determined, after taking into account the other obligations of the
County as hereinafter provided, not to exceed fair and reasonable
compensation for the use of the land, buildings and facilities hereby
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leased to the County. Any advance rental payments made by the County
to the Authority will be credited to the County against its annual
rental payments due hereunder in inverse chronological order
commencing with the rental payment due in the year 2010.
3. The cash rental payments herein required to be made
by the County are estimated to be sufficient to provide net revenues
which will enable the Authority to make, as they severally mature,
the principal and interest payments on the revenue bonds to be issued
to finance the project and to meet all of its other obligations as
set forth in the ordinance authorizing the issuance of said bonds.
In the event that such rentals shall any time prove insufficient
for said purposes, then the Authority is hereby authorized and
required to increase the rentals to thel extent necessary for said
purposes, and the County agrees to pay such increased rentals:
Provided, however, that the total rental shall at all times be fair
and reasonable.
4. The County shall, at its wn expense, administer,
operate and maintain the said land, buildings and facilities and keep
the same in good condition and repair. Operation and maintenance
shall include, but not to the exclusion, of any other items not herein
specified, the providing of all personnel, equipment and facilities,
all elevator service, light, power, heat, telephone, water, sewerage,
storm drainage and other facilities, cleaning, janitor and caretaker
service, and all other services of whatever nature, as shall be
necessary or expedient in the operation and maintenance of said land,
buildings and facilities. Premiums for insurance required to be
carried upon ot with respect to the leased premises or the use thereof
and taxes levied upon either party hereto on account of the ownership
or use thereof or the rentals or income therefrom shall likewise be
deemed operation and maintenance expenses.
5. The County shall provide, at its expense, in addition
to the insurance specified in the Ground Lease, fire and extended
coverage insurance on the buildings and the equipment and furnishings
therein in an amount at least equal to tne principal amount of any
Revenue Bonds of the Authority which may be outstanding: Provided,
however, that in case the face value of said Revenue Bonds shall be
greater than the insurable interest in said buildings, equipment
and furnishings, the County shall insure the buildings, equipment
and furnishings to their full insurable value. In case of loss,
the County shall apply the proceeds of said insurance to the repair,
restoration and replacement of the buildings, equipment and furnishings
to their former condition, or in such other manner as may be mutually
agreeable to the County and the Authority for the purpose of making
said buildings, equipment and furnishings again usable. There shall
be no abatement of the fixed rentals required to be made by the -
County during the process of such reconstruction, repair or replacement.
6. The County shall provide liability insurance in the
type and amount specified in the Ground Lease protecting the
Authority- and the County against loss on account of damage or injury
to persons or property, imposed by reason of the existence, use or
ownership of the land, buildings and facilities, or resulting from
any act of omission or commission on the part of the County or the
Authority, or the agents, officers and employees of either or both,
in the course of operation, maintenance and repair or the furnishing
of any services to the County or to the public. The Authority shall
require a sufficient fidelity bond from any person handling funds of
the Authority.
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7. The County shall include i lits budget for the calendar
year 1974, and for each year thereafter, an amount sufficient to pay
its total obligations under this agreement and shall each year levy a
tax in an amount which, together with other funds available for such
purpose, shall be sufficient to meet such lobligations. The fixed
rentals specified in this agreement shall be deemed to be a general
obligation of the County and the other expenses to be essential
operating expenses of the County. Not less than thirty (30) days
before the final date for adoption of its budget for each year during
the term of this lease, the County shall prepare and submit to the
Authority an itemized statement of the amount proposed to be included
in its budget to meet its obligations hereunder, and the Authority
shall review the same and make its recommendations to the County with
respect to any necessary changes in such amount. At the time of said
review the cash rental for that year may be reduced, by agreement
between the Authority and the County, to an amount which exceeds by
at least $5,000 the principal and interest requirements on the revenue
bonds during said year.
8. The County may install in the buildings to be occupied
by it in accordance with the terms of thiS agreement, such additional
or special equipment, fixtures or furnishings, not included in the
plans and specifications herein approved, it may desire, but shall
not make any permanent alterations without written consent of the
Authority. The County may also make imprOvements to the land herein
leased to it including, but not limited to, landscaping and the
construction of additional roads and parking areas, but no building
shall be constructed on said land withoutiwritten consent of the
Authority.
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9. The County covenants and agrees that it will not permit
the use of the leased premises in any manner that will violate the
terms and provisions of the Ground Lease or substantially increase the
rate of insurance thereon, or for any purpose which will result in a
violation of State or Federal laws, rules or regulations, or ordinances
of the Township of Waterford, now or hereafter in force or applicable
thereto, or said Ground Lease, and shall keep the Authority harmless
and indemnified at all times against any loss, cost, damage or expense
by reason of any accident, loss, casualty,, or damage resulting to any
person or property through any use, misuse, or nonuse of said premises,
or by reason of any act or thing done or not done on, in or about
said leased premises or in relation theretO. The County further
covenants and agrees that it will, promptly and at its own expense,
make and pay for any and all changes and alterations in or about the
leased premises, which, dUring the term of this lease, may be required
to be made at any time by reason of Resolutions or Ordinances of the
Township of Waterford, Resolutions or Ordinances of the County of
Oakland, or State or Federal laws; and to save the Authority harmless
and free from all cost or damage in respect thereto.
10. To carry out the project and the financing thereof in
accordance with the provisions of Act 31, Public Acts of Michigan,
1948, (First Extra Session), as amended, the following actions shall
be taken by the Authority:
(a) The Authority will, immediately upon the
execution of this agreement, enact the
necessary ordinance and take other neces-
sary legal proceedings, to authorize the
issuance of revenue bonds in the aggregate
principal amount of Five Million Two
Hundred Thousand Dollars ($5,200,000) pur-
suant to the authorization contained in
Act 31, Public Acts of Michigan, 1948,
(First Extra Session), as amended, being
an amount estimated to be sufficient to
pay the cost of the project as specified,
together with architects; fees, legal and
financing expenses, and including interest
payable on the bonds prier to receipt of
the first annual rental payment due here-
under.
(b) The Authority will, immediately upon the
sale of the bonds herein Iprovided for, or
such portion thereof deeMed to be necessary
by the Authority, enter into and execute a
contract or contracts for the completion of
the project with the lowest responsible bidder
or bidders therefor, in accordance with their
low bid therefor and in accordance with the
plans and specifications therefor prepared by
Denyes & Freeman Associates, Inc., Architects,
and approved by the Authority and the County.
(c) The Authority will require and procure from
the contractor or contractors undertaking
the project, necessary and proper bonds to
guarantee the performance, said contracts
in such amount and in such form as may be
approved by legal counsel for the Authority.
(d) The Authority will, immediately upon receipt
of the proceeds of the s4e of the Revenue
Bonds, comply with all requirements provided
for in the ordinance relative to the disposi-
tion and use of such proceeds.
(e) In the event that for any: reason there are
not sufficient funds to cOmplete the project
and additional funds become necessary therefor,
it is agreed by the parties hereto, that either
of the following methods Of providing said
additional funds shall be used:
1. The County may pay the necessary funds
as advance rentals, and obtain credit
or repayment therefor out of future
rentals due under the, terms of this
agreement after all oUtstanding Revenue
Bonds of the Authority are paid.
2. Increase the amount of the fixed annual
rental to be paid by the County in an
amount fully sufficient to amortize any
additional Revenue Bonds issued by the
Authority.
It shall, in any event, be the obligation
of the County, within ninety (90) days
after receipt of written notice of the
need for such additional fUnds from the
Authority, specifying the amount thereof,
to provide said funds as advance rentals
under Option (1) above listed, or to exe-
cute a supplemental agreement for increased
rentals as specified in Option (2), in
which latter event the Authority shall
promptly proceed with the issuance of addi-
tional bonds in the manner authorized by law.
(f) The Authority shall provide insurance during
construction of the new buildings and of the
improvements to existing facilities to the
full extent of the insurable value of the
property, payable to the Authority.
11. In the event the project, for reasons unforeseen, is
not completed by the dates specified herein, the obligation of the
County for the payment of the fixed rentals shall in any event
commence as herein provided, in order to provide for the payment of
interest and principal, on the Revenue Bonds issued by the Authority.
12. The Authority, its agents, servants, or employees,
shall have the right at all times of entering upon the leased premises
for the purpose of inspecting said property and determining whether
all of the terms, agreements, covenants and conditions herein contained
are being complied with.
13. The County covenants and agrees that it will continue
to pay to the Authority, in accordance with the terms of this agreement
the fixed rentals herein specified, and will pay the operation and
maintenance costs of the leased premises, without abatement for any
cause or reason whatsoever, until the principal and interest of all
said Revenue Bonds issued by the Authority to finance the cost of the
project are paid in full.
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14. The Authority and the County further covenant and
agree that they will each comply with their respective duties and
obligations under the terms of this agreement and the Ground Lease
promptly at all times and in the manner herein and therein set forth,
and will not suffer to be done any act which would in any manner
impair the said Revenue Bonds and any bonds or obligations refunding
the same, the security therefor, or the prompt payment of principal
and interest thereon. It is hereby declared that the terms of this
agreement and of the Ground Lease, insofar as they pertain to the
security of any such bonds or obligations, shall be deemed to be for
the benefit of the holders thereof.
15. Any notice necessary or proper to be given to the
parties hereto may be served in the follOwing manner:
(a) If to the Authority, by delivering the
same to any member of the Commission
thereof.
(b) If to the County, by delivering the same
to the Chairman or any member of the
Board of Auditors or to the County Clerk.
16. This agreement shall remain in full force and effect
until December 31, 2011, or until such time as the said Revenue Bonds
to be issued by the Authority or any refOnding bonds or obligations
are paid in full. This agreement shall jnare to the benefit of and
be binding upon the respective parties hereto, their succes8ors and
assigns; provided, however, that no assignment by, from, through or
under the lessee in violation of the provisions herein shall vest in
the assignee any right, title or interest whatever.
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17. In the event there shall occur changes in the consti-
tution or statutes of the State of Michigan which shall affect the
organization, territory, powers or corporate status of the County,
or if any procedures or legal proceedings shall occur which shall have
such affect, the terms and provisions of this Lease-Back Agreement .
shall be unaffected thereby insofar as ownership of the leased premises,
right of possession and use thereof and right to devote same to payment
of any outstanding revenue bonds or other obligations of the Authority
are concerned. The proceeds of any sale or other liquidation of any
interest of the County in the leased premises are hereby impressed
with a first and prior lien for payment of any outstanding revenue
bonds or other obligations of the Authority which lien may be made
equal in payment and priority with a similar lien for the benefit of
any bonds or other obligations hereafter issued to finance all or part
of the cost of any additions or improvements to the said leased
premises.
18. The provisions of this agreement requiring the county
to levy taxes for the payment of the contract obligations in anticipa-
tion of which bonds of the Authority are to be issued as herein
provided shall not become effective unti the issuance of such bonds.
IN WITNESS WHEREOF, the OAKLAND COUNTY BUILDING AUTHORITY,
by its Commission, and the COUNTY OF OAKLAND, by its Board of
Commissioners, have each caused its name to be signed to this instru-
ment, and its seal to be affixed hereto by its duly authorized
officers, the day and year first above written.
WITNESSES: OAKLAND COUNTY BUILDING AUTHORITY
WITNESSES: COUNTY OF OAKLAND
By
Chairman of Commission
Member of Commission
Member of Commission
By
By
Chairman,
Board of Commissioners
County Clerk
By
EXHIBIT A
1. That portion of the North 1/2 of Section 24, Township 3 North,
Range 10 East, Waterford Township, Oakland County, Michigan
described as follows:
Beginning at a point located 1801.68 feet North and 2545.87
feet West of the East 1/4 Section Corner of said Section 24,
thence North 59 ° 09' 17" West a distance 265.00 feet, thence
North 30' 50' 43" East a distance 271.67 feet, thence South
59 ° 09' 17" East a distance 265.00 feet, thence South 30 ° 50'
434 West a distance 271.67 feet to the point of beginning.
Said parcel contains 1.65 acres more or less.
2. That portion of the Northwest 1/4 Of Section 24, Township 3
North, Range 10 East, Waterford Township, Oakland County,
Michigan described as follows:
Beginning at a point located 1676.58 feet North and 2943.10
feet West of the East 1/4 Section Corner of said Section 24;
thence North 41 ° 12' 10" West a distance 250.00 feet, thence
North 48 ° 47' 50" East a distance 141.50 feet, thence South
41 ° 12' 10" East a distance 250.00 feet, thence South 48° 47'
50" West a distance 141.50 feet to the point of beginning.
Said parcel contains 0.81 acres more or less.
3. That portion of the Northwest 1/4 Of Section 24, Township 3
North, Range 10 East, Waterford ToWnship, Oakland County,
Michigan described as follows:
Beginning at a point located 2360.00 feet North and 3040.00 feet
West of the East 1/4 Section cornet of said section 24, thence
due West a distance 460.00 feet, thence due South a distance
140.00 feet thence due West a distance 210.00 feet, thence due
North a distance 360.00 feet, thenee due East a distance 670.00
feet, thence due South a distance 220.00 feet to: the point of
beginning. Said partel contains 4,06 acres more or less.
STATE OF MICHIGAN )
)SS:
COUNTY OF OAKLAND )
day of 1972, before me *
appeared and
, to me personally1 known, who being by me duly
sworn, did each for himself say that they are respectively Chairman
On this
and members of the Commission of the Oak land County Building
Authority, a public corporation in the State of Michigan, and that
said instrument was signed and sealed 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:
July 6, 1972 REPORT
BY: FINANCE COMMITTEE
IN RE: MISC. RES. #6049 - PROPOSED CHILDREN'S VILLAGE, PHASE II,
LEASE AND LEASE BACK AGREEMENT
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairman, Ladies and Gentlemen:
Pursuant to Rule 11, C of this Board, the Finance Committee reports
Miscellaneous Resolution #6O49 and recommends its approval, and further
reports that the necessary funds will be available in the 1973 budget,
FINANCE COMMITTEE
Alexander C. Perinoff, Chairman
#6049 July 6, 1972
Moved by Harrison supported by Barakat that Resolution#6049
be adopted.
Discussion followed.
Moved by Horton that this Board declare that this is the final
action on the use of the Building Authority for five years. (Motion
ruled out of order.)
Vote on resolution:
AYES: Aaron, Barakat, coy, Daly, Dearborn, Doyon, Gabler,
Harrison, Houghten, Kasper, Kronenberg, Lennon, Mathews, Olson, Paholak,
Patnales, Perinoff, Pernick, Powell, Richardson, Simson, Wilcox. (22)
NAYS: Horton. (1)
A sufficient majority having voted therefor, the resolution
was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lynn D. Allen, Clerk of the County of Oakland and
having a seal, do hereby certify that I have compared the annexed copy of
Resolution #6049 adopted by the Oakland County Board of
Commissioners at their July 6, 1972 meeting
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 hareunto set my hand and
affixed the seal of said County at Pontiac, Michigan
this 6th day of July 1c1. . . ...,
Lynn D. Allen Clerk
By Deputy Clerk