HomeMy WebLinkAboutResolutions - 2011.11.30 - 18798MISCELLANEOUS RESOLUTION # 11269 November 2, 2011
BY: Planning and Building Committee, David Potts, Chairperson
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — REQUEST FOR APPROVAL OF LEASE
AGREEMENT WITH EASTER SEALS MICHIGAN, BUILDING 55 WEST
To the Oakland County Board of Commissioners
Chairperson. Ladies and Gentlemen:
WHEREAS, the County of Oakland is the owner of the Oakland County Service Center Campus
located at 1105 North Telegraph Road, Pontiac, Michigan; and
WHEREAS, Easter Seals Michigan has been helping individuals with disabilities and special
needs, and their families, live better lives for nearly 90 years and provides child development centers,
physical rehabilitation services, job training services, etc.; and
WHEREAS, the 8200 square foot building on the Oakland County Service Center Campus
occupied by Easter Seals Michigan was built by Easter Seals Michigan in 1956; and
WHEREAS, County Administration supports the continued presence of Easter Seals Michigan at
1105 North Telegraph Road, Building 55 West. and
WHEREAS, it is the recommendation of the Departments of Facilities Management and
Corporation Counsel that the Oakland County Board of Commissioners accept and approve the terms
and conditions of the attached Lease Agreement with Easter Seals Michigan; and
WHEREAS, under the terms and conditions of the attached Lease Agreement, the County will
provide designated services and utilities for the Building and Easter Seals Michigan shall pay for same;
and
WHEREAS, under the terms and conditions of the attached Lease Agreement, Easter Seals
Michigan shall use the building and property for the purpose of general office use in connection with its
administrative office; daily business activities; and for providing services and programs to its client
population; and
WHEREAS, under the terms and conditions of the attached Lease Agreement, Easter Seals
Michigan shall pay the County the sum of One Dollar ($1.00) which shall constitute the total rent for the
term of this Lease; and
WHEREAS, under the terms and conditions of the attached Lease Agreement, any repairs or
replacements to the Building shall be at Easter Seals Michigan's sole cost and expense, with materials
and workmanship of the same character, kind and quality as the original; and
WHEREAS, under the terms and conditions of the attached Lease Agreement, all improvements
or alterations to the Building or the Land shall be made at the sole cost and expense of Easter Seals
Michigan; and
WHEREAS, the Departments of Facilities Management and Corporation Counsel have reviewed
and/or prepared all necessary documents related to the attached lease agreement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and authorizes the attached lease agreement between the County of Oakland and Easter Seals
Michigan for 1105 North Telegraph Road, Building 55 West.
BE IT FURTHER RESOLVED that the Term of this Lease shall be for fifteen (15) years and shall
commence on February 22, 2011, and shall end on February 21, 2026, unless terminated pursuant to this
Lease,
BE IT FURTHER RESOLVED that the Lease may be renewed only by a new written agreement,
upon such terms and conditions as negotiated by the County and Easter Seals Michigan at that time.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its
Chairperson or his designee to execute the attached lease agreement and all other related documents
between the County of Oakland and Easter Seals Michigan which may be required.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption ofi the
foregoing resolution. ) )
,
PLANNING ANSI BUILDING COMMIT
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Nuccio and Jackson absent.
EASTER SEALS OF MICHIGAN LEASE
OF
OAKLAND COUNTY SERVICE CENTER REALTY
This Lease is made by and between the COUNTY OF OAKLAND, a Michigan Municipal
and Constitutional Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341,
(hereinafter "Landlord") and the EASTER SEALS MICHIGAN, a Michigan Nonprofit-
Corporation (Number 769068), 2399 E. Walton Blvd., Auburn Hills, Michigan, 48326
(hereinafter--"Tenant").
INTRODUCTION
A. For approximately 55 years, through a series of lease agreements, the
Landlord has continuously leased a portion of the Land, owned by
Landlord, for Tenant to locate its administrative office.
B. During the past lease agreements, Tenant has constructed a building and
made other improvements upon the Land. Currently, upon such land,
Tenant owns, maintains and occupies an approximately 8200 sq. ft.
building commonly referred to as the "EASTER SEALS MICHIGAN, 1105
N. Telegraph Road, Waterford, Michigan, 48328 (hereinafter "Building").
C. The current lease has expired and the Parties desire to enter into a new
lease. This Lease shall supersede all prior lease agreements, clarify the
rights and obligations of the parties, and establish a new Lease term.
D. In consideration of the mutual covenants contained in this Lease, the
Parties agree to the following terms and conditions:
1. Land. Landlord leases to Tenant and Tenant leases from Landlord the following
real property as illustrated in Attachment A and commonly known as 1105 N.
Telegraph Road, Waterford, Michigan 48328 (hereinafter "Land"):
Part of the NE 1/4 of Sec 24, T3N, R9E, Waterford Township, Oakland County,
Michigan described under Oakland County Service Center coordinate base
system as beginning at a point located 89 deg 45'16" W 2082.59 feet along the
E and W 1/4 line and N 00 deg 05'59" E 730.26 feet along the East right of way
line of County Center Drive and S 89 deg 5401" E 162.36 feet, and N 46 deg
04'36" E 115.00 ft from the E 1/4 corner of said Section 24, said point of
beginning known as County Service Center coordinate point N 818.68 and W
1835.87; Thence from said point of beginning N 46 deg 04'36" E 185.00 feet to
coordinate point N 947.02 and W 1702.62; Thence S 43 deg 55'24" E 300 feet
parallel to the centerline of Telegraph Road to coordinate point N 730.94 and W
1494.51; Thence S 46 deg 04'36" W 233.00 feet to coordinate point N 569.30
and W 1662.33; thence N 52 deg 00'11" W 133.87 feet to coordinate point N
652.19 and W 1767.45; thence N 22 deg 2024" W 180.00 ft to the point of
beginning and containing 1.575 acres.
The Parties acknowledge that the Building and all property contained therein are
owned by the Tenant.
2. Use. Tenant shall use the Land and the Building for the following purposes and
for no other use or purpose: (1) for general office use in connection with its
administrative office; (2) for Tenant's daily business activities; and (3) for
providing services and programs to Tenant's client population. Tenant shalL not
place donation boxes or containers on the Land, which are outside the Building,
unless prior written approval is received by Landlord's Director of Facilities
Management or his or her successor. Tenant shall be responsible for and shall
pay for all costs and expenses resulting from improper use of the Land or
Building.
3. Term. The term of this Lease shall be for fifteen (15) years and shall commence
on February 22, 2011 and shall end on February 21, 2026, unless terminated
pursuant to this Lease. This Lease may be renewed only by a new written
agreement, upon such terms and conditions as negotiated by the Landlord and
Tenant at that time.
4. Rent.
4.1 Tenant shall pay Landlord the sum of One Dollar ($1.00) which shall
constitute the total rent for the term of this Lease.
4.2 As further and material consideration to Landlord to enter into this Lease,
and at Landlord's sole option, Tenant shall perform either the following
upon expiration, cancellation, or termination of the Lease:
4.2,1 Convey to Landlord, at no further cost to Landlord, ownership and
title to the Building including any, fixtures, additions, improvements,
partitions, or personalty erected during the term of this Lease on
the Land. Such conveyance shall occur through a separate bill of
sale executed no later than the date this Lease is terminated,
cancelled, or expired. Upon notice from Landlord, Tenant shall
promptly execute all other documents or writings Landlord deems
necessary to confirm the change ownership of the Building and any
other property. In such event, Tenant shall deliver the Land and
Building with all improvements located thereon in good repair and
condition, reasonable wear and tear excepted, broom clean and
free of all debris; or
4.2.2 Remove, at Tenant's sole cost, the Building and any other fixtures,
additions, improvements, partitions, materials, equipment, refuse,
2
Final Easter Seals Lease
and/or personalty erected or remaining on the Land and restore the
Land, except for planting materials and landscaping, to such
conditions as existed before any structures were erected or
installed on the Land by Tenant. All such removals and restoration
shall be accomplished in a good workmanlike manner, by
contractors approved in writing by Landlord's Director of Facilities
Management or his or her successor, so as not to otherwise
damage the Land or other Landlord property or structures. Tenant
shall indemnify and hold Landlord harmless from any loss, liability,
costs, and expenses, including attorney's fees and litigation costs,
arising out of any claim of damage or injury as a result of any
alleged failure to properly secure the Building and/or Land prior to,
during, or after such removal pursuant to this Section.
5. Surrender of Land and Building. If Landlord chooses to accept title and
ownership of the Building pursuant to Section 4, then upon the expiration,
cancellation, or termination of the Lease, Tenant shall pay to Landlord the
amount, as estimated by Landlord, necessary: (i) to repair and restore the
Building; and (ii) to discharge any Tenant's obligations or unpaid costs
associated with the Building or any other amounts due Landlord under the Lease.
6. Assignment and Sublefting. Tenant may not assign or sublet any portion of
the Land or Building without the prior written approval from Landlord's Director of
Facilities Management or his or her successor, except the Tenant may sublet
portions of the Building to the following entities or their successors: (1) Peer
Choices; (2) Michigan Consumer Evaluation Team; and (3) the Department of
Health and Human Services MARA workers..
7. Landlord Services and Utilities. Landlord shall provide the following services
to Tenant: (1) trash removal for the Building; (2) snow and ice removal for the
sidewalks and parking lot on the Land; (3) grounds maintenance including lawn
and turf care and tree and shrub care; and (4) maintenance for the Building's
HVAC system. Landlord shall also provide utilities for the Building including
electricity, steam heat, and water. Tenant shall pay for these services and
utilities. Landlord shall invoice Tenant on a quarterly basis for these services and
utilities and Tenant shall pay such invoice within thirty (30) days of receipt.
8. Equipment and Furnishings. Tenant shall provide, at its own expense, all
communication systems, Internet access, furniture, and equipment it deems
necessary for its operations. Tenant shall be solely responsible for the
maintenance and repair of all such property.
9. Tenant Maintenance. Tenant shall keep the Building and/or Land in good
repair, reasonable wear and tear excepted, and in a clean and healthful
condition, including maintenance and repair of the parking lot and sidewalks on
the Land. Because Tenant owns the Building, any repairs or replacements to the
3
Final Easter Seals Lease
Building shall be at Tenant's sole cost and expense, with materials and
workmanship of the same character, kind and quality as the original.
10. Lightinqs and Signs. Tenant shall not, without the prior written consent of
Landlord's Director of Facilities Management or his or her successor, install or
changes any exterior lighting or decorations, or install or change any signs,
billboards, posters, window or door lettering or advertising media or posting of
any kind or type on or about the Building and/or Land.
11. Termination.
11.1 Tenant may terminate this Lease upon ninety (90) days written notice to
the Landlord.
11.2 Landlord may terminate this Lease upon one (1) years written notice to
Tenant; provided that upon termination by Landlord pursuant to this
subsection, Landlord shall pay Tenant the value of any improvements
made Tenant on the Land. Such value shall be determined by an
independent appraisal.
12. License and Permits. Tenant shall, at its own cost, obtain and maintain all
licenses and permits necessary for use of the Land and Building under this
Lease.
13. Landlord Rules. Tenant shall comply with all Landlord written rules and
regulations governing the use of the Land. Tenant shall be responsible for the
compliance with such rules and regulations by Tenant's agents, employees,
customers, licensees, subtenants and invitee(s). Landlord shall at all times have
the right to change or make additional rules and regulations as necessary in the
Landlord's sole and reasonable judgment.
14. Tenant Conduct. Tenant will conduct its business and control its agents,
employees, customers, licensees, subtenants, and invitees in such a manner as
not to create any nuisance, or interfere with or disturb other tenants or Landlord
operations on the Land or adjacent property. Tenant shall repair any damage to
the Building and/or Land or adjacent Landlord property resulting from and/or
caused in whole or in part by Tenant, its agents employees, customers,
licensees, subtenants, and invitees.
15. Landlord Access. Landlord shall have the right to enter the Building and Land
at any reasonable time, for the following purposes: (i) to ascertain the condition
of the Building and Land; (ii) to determine whether Tenant is fulfilling Tenant's
responsibilities under this Lease; or (iii) to do any other act or thing which
Landlord deems reasonable to preserve the Land and Building. Landlord shall
make its best effort to provide Tenant with eight (8) hours notice prior to any
inspections, except in the case of an emergency.
4
Final Easter Seals Lease
16. Security. Tenant shall be solely responsible for securing the Building and
parking lot.
17. Liability. Landlord shall not be liable for and Tenant shall indemnify and hold
Landlord harmless from any and all losses, claims, suits, damages, liabilities,
costs and expenses, including attorney's fees, court costs and litigation costs,
arising out of any claim of injury or damage on or about the Building and/or Land
caused by Tenant, its employees, customers, licensees, subtenants, invitees, or
by any other person entering the Building and/or Land under express or implied
invitation of Tenant. Landlord shalL not be liable to Tenant or Tenant's agents,
employees, customers, licensees, subtenants, invitees or any person entering
upon the Building and/or Land because of Tenant's use of the Building and/or
Land for any damage to persons or property due to condition, design, or defect in
the Building or its mechanical systems; and Tenant assumes all risks of damage
to such persons or property. Landlord shall not be responsible for any loss or
damage to Tenant's property or Building caused by theft, fire, or any other act of
God or third parties.
18. Insurance. Tenant shall obtain and maintain the insurance set forth in
Attachment B.
19. Fire and Casualty Damage.
19.1 If the Building is rendered at lease fifty percent (50%) untenantable by fire
or other casualty, and if such damage cannot, in Landlord's reasonable
estimation be materially restored within ninety (90) days of such damage,
then Landlord may, at its sole option, terminate this Lease as of the date
of such fire or casualty. Landlord shall exercise its option provided herein
by written notice to Tenant within sixty (60) days of such fire or other
casualty. For purposes hereof, the Building shall be deemed "materially
restored" if it is in such a condition as would not prevent or materially
interfere with Tenant's use of the Building for the purpose for which it was
then being used.
19.2 In no event shall Tenant be required to rebuild, repair or replace any part
of the Building including partitions, fixtures, additions and other
improvements which may have been placed in or about the Building
and/or Land by Tenant.
19.3 In the event this Lease is terminated pursuant to this Section, Tenant
shall, remove it property, including the Building, from the Land pursuant to
Section 4.2.2.
19.4 Tenant, at its own expense, shall procure and maintain during the life of
this Lease special form property insurance covering loss or damage to the
Building, Building improvements, and Tenant's personal property in the
amount of the full replacement value thereof. Such insurance shall also
include building ordinance or law coverage in an amount sufficient to
comply with all building code requirements and laws
5
Final Easter Seals Lease
20. Condemnation. If any substantial part of the Building and/or Land should be
taken for any public or quasi-public use under law, ordinance or regulation or by
right of eminent domain and the taking would prevent or materially interfere with
the use of the Building and/or Land for the purpose intended in this Lease, this
Lease shall terminate effective when such governmental taking shall occur in the
same manner as is the date of such taking were the date originally fixed in this
Lease for the expiration of the term hereof.
21. Holding Over. If Tenant retains possession of the Building and/or Land or
any part thereof after termination or expiration of this Lease, then Landlord may,
at its option, serve written notice upon Tenant that such holding over constitutes
either: (i) creation of a month to month tenancy, upon the terms and conditions
set forth in this Lease, or (ii) creation of a tenancy at sufferance, upon the terms
and conditions set forth in this Lease; provided, however, that the monthly rental
shall, in addition to all other sums which are to be paid by Tenant hereunder,
whether or not as additional rent, be FIVE THOUSAND ($5,000.00) DOLLARS
(prorated on the basis of a 365 day year for each day Tenant remains in
possession). If no such notice is served, then a month to month tenancy shall be
deemed to be created. Tenant shall also pay to Landlord all damages sustained
by Landlord resulting from retention of possession by Tenant of the Building
and/or Land.
22. Quiet Enjoyment. Upon performance of its obligations under this Lease,
Tenant shall peacefully and quietly hold and enjoy the Land without hindrance or
interruption by Landlord, subject to the terms of this Lease.
23. Event of Default. The following events shall be deemed to be events of default
by Tenant under this Lease:
23.1 Tenant shall fail to comply with any terms, provisions or covenant of this
Lease and shall not cure such failure within thirty (30) days after written
notice from Landlord; or
23.2 Tenant shall abandon or vacate any portion of the Building and/or Land or
fail for a consecutive period of thirty (30) days to utilize the Building and/or
Land for the purposes indicated in this Lease; or
23.3 Tenant shall fail to vacate the Building and/or Premises immediately upon
termination of this Lease, by lapse of time or otherwise, or upon
termination of Tenant's right to possession; or
23.4 The leasehold interest of Tenant shall be levied upon under execution or
be attached by process of law or Tenant shall fail to contest diligently the
validity of any lien or claimed lien and give sufficient security to Landlord
to insure payment thereof or shall fail to satisfy any judgment rendered
6
Final Easter Seals Lease
thereon and have the same released, and such default shall continue for
ten (10) days after written notice thereof to Tenant; or
23.5 Tenant shall become insolvent, admit in writing its inability to pay its
debts generally as they become due, file a petition in bankruptcy or a
petition to take advantage of any insolvency statute, any court decree
adjudicating Tenant as bankrupt, make an assignment for the benefit
of creditors, make a transfer in fraud of creditors, apply for or
consent to the appointment of a receiver of itself or of the whole or
any substantial part of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws, as
now in effect or hereafter amended, or any other applicable law or
statute of the United States or any state thereof.
24. Remedies. Upon the occurrence of any events of default described in Section
23, Landlord shall have the option to pursue any one or more of the following
remedies without any notice or demand whatsoever:
24.1 Landlord may, at its election, terminate this Lease upon ninety (90) days
written notice to Tenant; or
24.2 Landlord may, at Landlord's option, enter into and upon the Building
and/or Land, without process of law, if Landlord determines in its sole
discretion that Tenant is not acting within a commercially reasonable time
to maintain, repair or replace anything for which Tenant is responsible
hereunder and correct the same, without being deemed in any manner
guilty of trespass, eviction or forcible entry and detainer and without
incurring any liability for any damage resulting therefrom and Tenant
agrees to reimburse Landlord, on demand, for any expenses which
Landlord may incur in thus effecting compliance with Tenant's obligations
under this Lease;
25. 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 further 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.
26. Building Improvements or Alterations.
26.1 All improvements or alterations to the Building or the Land shall be made
at the sole cost and expense of Tenant, unless such improvements or
alterations are made at the request of Landlord. Tenant shall make no
alterations or improvements to the building or improvements to the Land
7
Final Easter Seals Lease
that exceed Five Thousand dollars ($5,000.00) without prior written
approval of the Landlord's Director of Facilities Management or his or her
successor. Tenant's request to make alterations or improvements shall be
accompanied with the appropriate plans or specifications or other
materials requested by Landlord's Director of Facilities Management.
26.2 Any improvements or alterations made to or upon the Land or Building
shall become an integral part of the Land or Building and shall become the
sole property of Landlord upon expiration, cancellation, or termination of
this Lease.
26.3 Any improvements or alterations to the Land or Building shall be
performed by contractors approval by Landlords Director of Facility
Management or his or her successor.
27. Mechanic's and Other Liens.
27.1 Tenant shall not permit any liens or encumbrances of any kind or nature
whatsoever to attach to the Building or Land. Tenant shall have no
authority, express or implied, to create or place any lien or encumbrance
of any kind or nature whatsoever upon, or in any manner to bind, the
interest of Landlord in the Building or Land.
27.2 Tenant shall pay or cause to be paid all sums legally due and payable by it
on account of any labor performed or materials furnished in connection
with any work performed on the Building or Land on which any lien is or
can be validly and legally asserted against its leasehold interest in the
Building and/or Land or the improvements thereon.
27.3 Tenant shall save and hold Landlord harmless from any and all loss,
liability, cost or expense based on or arising out of any claims or liens
against the leasehold estate or against the right, title and interest of the
Landlord in the Building and/or Land or under the terms of this Lease.
27.4 If any such lien shall remain in force and effect for twenty (20) days after
written notice thereof from Landlord to Tenant, Landlord shall have the
right and privilege of paying and discharging the same or any portion
thereof without inquiry as to the validity thereof, and any amounts so paid,
including expenses and interest, shall be so much additional rent
hereunder due from Tenant to Landlord and shall be paid to Landlord
immediately on rendition of a bill therefor.
27.5 Notwithstanding the foregoing, Tenant shall have the right to contest any
such lien in good faith and with all due diligence so long as any such
contest, or action taken in connection therewith, protects the interest of
Landlord in the Land, and Landlord are, by the expiration of said twenty
8
Final Easter Seals Lease
(20) day period, furnished such protection, and indemnification against
any loss, liability, cost or expense related to any such lien and the content
thereof as are satisfactory to Landlord.
28. Notices.
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 ComrTiissioners
1200 North Telegraph
Pontiac, MI 48341
and
To Tenant:
Property Management Specialist
Oakland County Department of Facilities Management
1 Public Work Drive
Waterford, MI 48328
Sr. V.P. Finance and Operations
Easter Seals Michigan
2399 E Walton Blvd.
Auburn Hills, MI 48326
29. Rights Reserved to the Landlord. 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 Landlord.
30. Hazardous Substances.
30.1 Tenant shall not cause or permit any Hazardous Substance to be used,
stored, generated, or disposed of on, in, or about the Building and/or
Land.
30.2 If any Hazardous Substance is used, stored, generated, or disposed of on,
in, or about the Building and/or Land by Tenant, its agents sublicensees,
or invitees, except pursuant to Landlord's written consent, or if any part of
the Building and/or Land becomes contaminated in any manner for which
Tenant is legally liable, then Tenant shall indemnify and hold Landlord
harmless from any and all claims, damages, fines, judgments, penalties,
costs, liabilities, and/or losses (including, without limitation, any decrease
in value of the Building and/or Land, damages caused by loss or
restriction of the Land, and any and all sums paid for settlement of claims,
attorney's fees, consultant fees, and export fees).
9
Final Easter Seals Lease
30.3 Without limitation of the foregoing, if Tenant causes or permits the
presence of any Hazardous Substance on the Building and/or Land and
that results in contamination, then Tenant shall promptly, at its sole
expense, take any and all necessary or appropriate actions to return the
Building and/or Land to the condition existing prior to the presence of any
such Hazardous Substance. Tenant shall first obtain Landlord's written
approval for any such remedial action.
30.4 As used herein, "Hazardous Substance" means any substance that is
toxic, ignitable, reactive, or corrosive or thatis regulated by any local
government, the State of Michigan, or the United States Government.
"Hazardous Substance" includes any and all material or substances that
are defined as "hazardous waste," "extremely hazardous waste," or a
"hazardous substance" or if otherwise discovered upon or in the Building
and/or Land would require any clean up, removal or restrictions upon any
future use of the Land, either in whole or part, pursuant to any state,
federal, or local governmental law or regulation. "Hazardous Substance"
includes but is not restricted to asbestos, polychlorobiphenyls ("PCBs")
and petroleum products.
28. Governing Law. This Lease is made and entered into in the State of
Michigan and shall in all respects be interpreted, enforced and governed under
the laws of the State of Michigan. The language of all parts of this Lease is
intended to and, in all cases, shall be construed as a whole according to its fair
meaning, and not construed strictly for or against any party. As used in this
Lease, words specific to one gender, the singular or plural number, possessive or
nonpossessive shall be deemed to include the other whenever the context so
suggest or requires.
29. Succession. The Terms and conditions of this Lease shall be binding and
shall inure to the benefit of the Parties and their respective heirs,
representatives, successors and assigns.
30. No Third Party Beneficiaries. It is the intention of the Parties hereto, that
this Lease is not made for the benefit of any third party.
31. Paragraph Caption and Numbers. The paragraph captions and numbers
inserted in this Lease are for convenience only and in no way define, limit or
otherwise describe the scope or intent of this Lease, or any, provision
hereof.
32. Survival Clause. All obligations of Tenant hereunder not fully performed as
of the expiration or earlier termination of the term of this Lease shall survive
the expiration or earlier termination of the term hereof.
10
Final Easter Seals Lease
33. Severability. If any clause, phase, provision or portion of this Lease or the
application thereof to any person or circumstance shall be invalid or
unenforceable under applicable law, such event shall not effect, impair or
render invalid or unenforceable the remainder of this Lease nor any other
clause, phase, provision or portion hereof, nor shall it affect the application
of any clause, phrase, provision or portion hereof to any other persons or
circumstances.
34. Modifications. This Lease may be modified or amended only by written
agreement of Landlord and Tenant.
35. Execution of Counterparts. 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.
11
Final Easter Seals Lease
IN WITNESS WHEREOF of the EASTER
SEALS MICHIGAN, a Michigan Nonprofit Corporation, has been authorized by the
to execute this Lease on behalf of the EASTER
SEALS MICHIGAN, and hereby accepts and binds the Tenant to the terms and
conditions of this Lease on this day of , 20 .
WITNESS: EASTER SEALS MICHIGAN,
a Michigan Nonprofit Corporation (Tenant)
By:
Title
STATE OF MICHIGAN )
)ss
COUNT OF OAKLAND )
The foregoing instrument was acknowledged before me this day of
, 20 by of the
EASTER SEALS MICHIGAN, a Michigan Nonprofit Corporation, on behalf of the
Corporation.
IN WITNESS WHEREOF, , Chairperson of the Oakland County
Board of Commissioners, on behalf of the COUNTY OF OAKLAND, a Michigan
Constitutional and Municipal Corporation, hereby accepts and binds the Landlord to the
terms and conditions of this Lease on this day of 20 .
WITNESS: COUNTY OF OAKLAND a Michigan Municipal
and Constitutional Corporation (Landlord)
By:
Title
The foregoing instrument was acknowledged before me this day of
,20 by of the
COUNTY OF OAKLAND a Michigan Constitutional Corporation, on behalf of the
Corporation.
12
Final Easter Seals Lease
N
2ovri, Alma e.ardivissyw,v
(21e4.5e)
•c-• 424/c3v14-7
41,:ofte,v pa \ ,t/eatatvati:4 .4/ 770. ol .
u//pMeL,Ap'
1444 •S‘; -
EASTER SEAL SOCIETY OF
SOUTHEASTERN MICHIGAN
-tiS:.00.1A,
file44/4 AVG.' • f Teerdot tinelAr
kv,911#49 swr f4.7974""
termffmnia
frot-sc/
dit 4 / .1h/16
ti A, 4cf..er m/if74.43
0 ePreOr
:\e:(1./.41,v
4-6454::
141.t.s$
11.
P
• 4
,143.414/5"..-54r'frilt-°,1•1.°-1.'W 1 -3
21 435 .1'Z
Alpe/. 0/
04.4 ter fol.lf
'10/L4f
fogoZ • #1, /702.41Z
' joe.aa' • Iscf/
.0.5:AZY .ser
.7-10 settee g/.90
Ariviser
7o-30
t •
7,0-Z40
A4AAtt,/ Avv,potil?
fiON2
*ice s°
ou."4117. /9
k..rovehe Sif f'
Irmateerasetlm,mwerwapapoy
1/3.0541.0.4 ' orrhOwor
TELEGai?Rfi
TENANT:
LANDLORD:
EASTER SEAL SOCIETY
PAGE 16
—1STER SEAL SOCIETY LEASE
OF
OAKLAND COUNTY SERVICE CENTER REALTY
amomesrwaasmorliso
ATTACHMENT A
ATTACHMENT B
TENANT - INSURANCE REQUIREMENTS
I. Insurance Requirements. Tenant, at its own expense, shall procure and maintain
during the life of this Lease all insurance as set forth below, protecting the Tenant
and Landlord against any and all loss or claims which may arise out of or in
connection with (i) the Building and/or Land;-(ii)-the-condition -of-the Building and/or
Land;-or-(i-ii) Tenant's operations in, maintenance-of, and use_of the_ Building and/or
Land. The insurance shall be written for not less than any minimum coverage herein
specified or required by law, whichever is greater.
a. Commercial General Liability Insurance with the following minimum limits:
$1,000,000 -
$1,000,000 -
$1,000,000 -
$1,000,000 -
$ 10,000 -
Bodily Injury & Property Damage Each Occurrence Limit
Personal & Advertising Injury Limit
Products/Completed Operations Aggregate Limit
General Aggregate Limit-other than Products/Completed Operations
Medical Expense (Any One Person)
Commercial General Liability Insurance shall contain the following minimum coverages:
• Occurrence Form
• Premises/Operations
• Personal and Advertising Injury
• Independent Contractors
• Products and Completed Operations
• Broad Form Property Damage
• (Blanket) Broad Form Contractual (including coverage for obligations assumed
in this contract)
b. Commercial Automobile Liability Insurance covering bodily injury or property damage
claims resulting from the ownership, operation, maintenance or use of all owned, hired
and non-owned automobiles with a combined single limit of not less than $1,000,000
each occurrence.
c. Commercial Umbrella/Excess Liability with a minimum limit of $2,000,000 each
occurrence. Coverage shall be following form of primary coverage or broader.
II. General Insurance Provisions. All certificates of insurance and insurance policies
shall contain the following provisions and/or clauses with evidence of same provided to
Landlord:
a. All policies of insurance shall be on a primary, non-contributory basis with any other
insurance and/or self-insurance carried by the County of Oakland and County Agents.
Page 1 of 2
9.
b. The insurance company(s) issuing the policy or policies shall have no recourse against
the County of Oakland and County Agents for subrogation, payment of any premiums,
deductibles, or assessments under any form of policy,
c. Any and all deductibles in the required insurance policies shall be assumed by and be
at the sole risk of the Tenant.
d. All policies shall be endorsed to include a written waiver of subrogation in favor of the
County of Oakiand_and County Agents.
e. All insurance policies must be endorsed to name the County of Oakland and Count
Agents as Additional Insured.
f. All insurance policies shall provide that the insurance carrier will notify the County of
Oakland and County Agents, in writing, no less than thirty (30) days prior to the
cancellation or non-renewal of any policy.
Certificates of insurance must be provided no less than thirty (30) days prior to
commencement date of this lease and must bear evidence of all required
endorsements and clauses.
h. All policies of insurance required in this contract shall be issued by companies that are
licensed and approved to do business in Michigan and shall have and maintain a
minimum A.M. Best rating of A:VIl or greater.
Page 2 of 2
Resolution #11269 November 2, 2011
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE ((MISC. #11269) November 30, 2011
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — REQUEST FOR APPROVAL OF
LEASE AGREEMENT WITH EASTER SEALS MICHIGAN, BUILDING 55 WEST
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above
referenced resolution and finds:
1. The resolution approves and authorizes a lease agreement between the County
of Oakland and Easter Seals Michigan for Building 55 West located on the
Oakland County Service Center campus at 1105 North Telegraph Road,
Waterford, Michigan.
2. The term of the lease is for fifteen (15) years, commencing February 22, 2011
and ending February 21, 2026.
3. Easter Seals Michigan will pay the County one dollar ($1) which will constitute
total rent for the term of the lease.
4. Any repairs or replacements and all improvements or alterations to the building
will be the sole expense of Easter Seals Michigan.
5. Oakland County will provide designated services and utilities for the building and
will be reimbursed for same by Easter Seals Michigan.
6. No budget amendment is required.
FINANCE COMMITTEE
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Long and Runestad absent.
Resolution #11269 November 30, 2011
Moved by Weipert supported by Quarles the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Covey, Crawford, Dwyer, Gershenson, Gingell, Gosselin, Greimel, Hoffman, Jackson,
Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub,
Weipert, Zack, Bosnic. (23)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted (with accompanying reports being accepted).
o RESOLUTiON
973 PA '3!
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., 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 November
30, 2011, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 30 th day of November, 2011.
oc14,
Bill Bullard Jr., Oakland County