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HomeMy WebLinkAboutResolutions - 2012.06.07 - 20254MISCELLANEOUS RESOLUTION #12145 May 17, 2012 BY: PLANNING AND BUILDING COMMITTEE, DAVID POTTS, CHAIRPERSON IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — COURTHOUSE OFFICE SPACE LICENSING FOR TITLE COMPANIES AND NEWSPAPERS TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS there are currently six title companies and two newspaper companies occupying office space in the County Courthouse (see Exhibit A); and WHEREAS there is currently no formal arrangement/agreement for use of the office space between the County and these companies; and WHEREAS it is the County's intent to have formal arrangements/agreements in place with all entities occupying space in a County building or on County property; and WHEREAS formal arrangements/agreements will manage expectations between the parties, protect the County's interests, limit its liability, and enforce its security standards; and WHEREAS the attached license agreements have been customized for each company; and WHEREAS the title companies shall be charged the standard annual Courthouse square footage rate for the net square footage of their respective office spaces; and WHEREAS the newspaper companies shall be charged $1 per year for their respective office spaces, given that being located in the Courthouse assists them in providing a valuable public service; and WHEREAS appropriate insurance requirements have been determined by Risk Management (see Exhibit B); and WHEREAS the term of each license shall be one year and shall be automatically renewed; and WHEREAS the license can be unconditionally terminated by either party; and WHEREAS the Departments of Facilities Management and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached license agreements. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and authorizes the attached license agreements between the County of Oakland and the following companies: First American Title, ASK Services, Metro Equity, J&L Research Company, Seaver Title Agency, Detroit News, and Detroit Free Press. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its Chairperson or his or her designee to execute the attached license agreements and all other related documents, which may be required. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE PLANNING & BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Nuccio absent. License Agreement The County of Oakland, 1200 North Telegraph, Pontiac, Michigan, 48341 ("County"), hereby grants a License for use of its property as set forth herein to: First American Title ("Licensee"), 1228 Kirts Blvd., Suite 500, Troy, MI 48084 Contact Person: Lee Brazel Telephone Number: (248) 338-3308 E-mail Address: labrazel@firstam.com The Parties agree to the following terms and conditions: 1. Use of County Property. Licensee may only use the property described below for the purposes set forth in this Agreement. 1.1. Definition and Location of Property. Property is defined as the physical space (floor space, walls, ceiling, permanent fixtures, including common areas etc.) allocated by the County for the temporary use by the Licensee as defined herein. The Property is located in the County Courthouse Basement at 1200 North Telegraph and is illustrated in Exhibit A ("Property") which is incorporated by referenced into this Agreement. 1.2, Use. Property shall be used for the sole purpose of conducting business for the Licensee and for no other purpose. 1.3, Term. This Agreement shall be for one (1) year beginning on the date the Agreement is executed by both Parties and ending one (1) year from that date ("Anniversary Date"). This Agreement shall be automatically renewed on each Anniversary Date unless either Party terminates the Agreement pursuant to Section 6. 1.4. License Fee. Licensee acknowledges and understands that the amount of the License Fee for the use of the Property will be set by the County Board of Commissioners on October 1st each year. The Licensee Fee shall be set per "net square foot" per year and paid on a monthly basis. The rate set on October 1st shall be effective until September 30th of the following year. The rate set on October 1, 2011 to September 30, 2012 is sixteen dollars and twenty-three cents ($16.23) per net square foot per year (81 net square feet; $1315/year). Licensee shall pay the License Fee set on the first of each month, in advance, to the "County of Oakland." The Licensee Fee shall be sent to: OAKLAND COUNTY, TREASUER'S—CASH ACCTG BLDG 12E, 1200 NORTH TELEGRAPH RD., PONTIAC, MI 48341-0479. Should the term of this Agreement commence on a day other than the first calendar day of a month, then the License Fee for such month and the last month of the term shall be prorated upon a daily basis based upon a thirty (30) day month. 1.5. Licensee acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. Page 1f 5 1.6. At the expiration or termination of this Agreement, Licensee shall leave the Property in the same condition that Licensee found it and clean of all rubbish. Licensee shall remove all of its personal property within thirty (30) days of expiration or termination of this Agreement. If Licensee does not remove its personal property within the thirty (30) day period, the County shall dispose of it and bill Licensee for any costs associated with the disposal. 2. Licensee Responsibilities. 2.1. Licensee shall not place any signs or advertisements on the Property without the prior written consent of the County's Director of Facilities Management or his/her successor. 2.2. Licensee shall keep the Property and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 2.3. Licensee shall not make any alternations, additions, or changes to the Property, unless prior written approval is given by the County's Director of Facilities Management or his/her successor. 2.4. Licensee and all persons performing work on behalf of Licensee shall not in any manner hold themselves out to be agents or employees of the County. 2.5. Licensee is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for use of the Property. 2.6. Licensee shall not sell or permit anyone to sell or consume alcoholic beverages on the Property. 2.7. Licensee shall access the Property through the County Courthouse security / scan stations 2.8. County-issued identification badges are to be worn or carried on the persons of all employees of Licensee at all times while on the Property. Upon termination of this Agreement, all County-issued badges shall be returned to the County. 2.9. Licensee and its employees are only allowed on the Property during County Courthouse hours of operation. 3. County Responsibilities. 3.1. The County shall keep the Courthouse Building and surrounding property and parking lots in serviceable condition. 3.2. The County shall provide all utilities at no additional cost to Licensee. Licensee shall be responsible for providing telephone and internet service and the equipment needed to use such services. 3.3. The County shall provide custodial services for the Property. 3.4. The County reserves the right to relocate Licensee to a different location at the County Courthouse at any time for any reason. Page 2 of 5 4. Liability/Assurances. 4.1. Damage to County Property. Licensee shall be responsible for any damage to any County property or facilities that is caused by Licensee, its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of Licensee's use of the Property. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Licensee shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 4.2. Damage to Licensee Property. Licensee shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Licensee's personal property located, kept, or stored on the Property during Licensee's use of the Property. 4.3. Licensee shall be solely liable and responsible for any Claims, as defined herein, occurring at or on the Property, which arise out of Licensee's or its employees, agents, invitees, volunteers or subcontractors use of the Property. 4.4. Licensee shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon any County property. 4.5. indemnification. Licensee shall indemnify and hold harmless the County of Oakland, it Boards, Commissions, officials, and employees from any and all Claims that are incurred by or asserted against the County by any person or entity which are alleged to have been caused by or found to arise from the acts, performances, errors, or omissions of Licensee or its employees, agents volunteers, subcontractors, invitees, or any other persons on the Property because of Licensee's use of the Property. 4.6. Definition of Claim. Claims is defined as any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 5. Insurance. Licensee shall obtain and maintain insurance according to the specifications set forth in Exhibit B. Exhibit B is incorporated by reference into this Agreement. 6. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party for any reason. Page 3 of 5 7. Compliance with Law. Licensee, including its employees, agents, invitees, and subcontractors must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Agreement. 8. No Interest in Property. Licensee shall have no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Licensee shall not assign any portion of this Agreement without the prior written consent of the Director of Facilities Management or his/her successor. 10. Waiver. The failure of the County to insist upon strict performance of any covenants or conditions of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by the County, unless such waiver is in writing by the County. 11. Amendments. This Agreement cannot be modified unless reduced to writing and signed by both Parties. 12. Severability. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Agreement. 13. Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 14. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but all of which shall together constitute one instrument. 15. Entire Agreement. This Agreement sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Property and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which the last of the Parties listed below has signed the Agreement. 17. The Parties represent that their respective signatories have the requisite authority to execute and bind them to the duties and responsibilities contained herein. APPROVED AND AUTHORIZED BY LICENSEE: Page 4 of 5 NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE APPROVED AND AUTHORIZED BY THE COUNTY: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE Page 5 of 5 License Agreement The County of Oakland, 1200 North Telegraph, Pontiac, Michigan, 48341 ("County"), hereby grants a License for use of its property as set forth herein to: Ask Services ("Licensee"), 42180 Ford Road, Suite 101, Canton, MI 48187 Contact Person: Ken Leitch Telephone Number: (734) 983-9040 E-mail Address: kleitch@ask-services.com The Parties agree to the following terms and conditions: 1. Use of County Property. Licensee may only use the property described below for the purposes set forth in this Agreement. 1.1. Definition and Location of Property. Property is defined as the physical space (floor space, walls, ceiling, permanent fixtures, including common areas etc.) allocated by the County for the temporary use by the Licensee as defined herein. The Property is located in the County Courthouse Basement at 1200 North Telegraph and is illustrated in Exhibit A ("Property") which is incorporated by referenced into this Agreement. 1.2, Use. Property shall be used for the sole purpose of conducting business for the Licensee and for no other purpose. 1.3. Term. This Agreement shall be for one (1) year beginning on the date the Agreement is executed by both Parties and ending one (1) year from that date ("Anniversary Date"). This Agreement shall be automatically renewed on each Anniversary Date unless either Party terminates the Agreement pursuant to Section 6. 1.4. License Fee. Licensee acknowledges and understands that the amount of the License Fee for the use of the Property will be set by the County Board of Commissioners on October 1 st each year. The Licensee Fee shall be set per "net square foot" per year and paid on a monthly basis. The rate set on October 1 st shall be effective until September 30th of the following year. The rate set on October 1, 2011 to September 30, 2012 is sixteen dollars and twenty-three cents ($16.23) per net square foot per year (90 net square feet; $1461/year). Licensee shall pay the License Fee set on the first of each month, in advance, to the "County of Oakland." The Licensee Fee shall be sent to: OAKLAND COUNTY, TREASUER'S—CASH ACCTG BLDG 12E, 1200 NORTH TELEGRAPH RD., PONTIAC, MI 48341-0479. Should the term of this Agreement commence on a day other than the first calendar day of a month, then the License Fee for such month and the last month of the term shall be prorated upon a daily basis based upon a thirty (30) day month. 1.5. Licensee acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. Page 1 of 5 1.6. At the expiration or termination of this Agreement, Licensee shall leave the Property in the same condition that Licensee found it and clean of all rubbish. Licensee shall remove all of its personal property within thirty (30) days of expiration or termination of this Agreement. If Licensee does not remove its personal property within the thirty (30) day period, the County shall dispose of it and bill Licensee for any costs associated with the disposal. 2. Licensee Responsibilities. 2.1. Licensee shall not place any signs or advertisements on the Property without the prior written consent of the County's Director of Facilities Management or his/her successor. 2.2. Licensee shall keep the Property and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 2.3. Licensee shall not make any alternations, additions, or changes to the Property, unless prior written approval is given by the County's Director of Facilities Management or his/her successor. 2.4. Licensee and all persons performing work on behalf of Licensee shall not in any manner hold themselves out to be agents or employees of the County. 2.5. Licensee is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for use of the Property. 2.6. Licensee shall not sell or permit anyone to sell or consume alcoholic beverages on the Property. 2.7. Licensee shall access the Property through the County Courthouse security / scan stations 2.8. County-issued identification badges are to be worn or carried on the persons of all employees of Licensee at all times while on the Property. Upon termination of this Agreement, all County-issued badges shall be returned to the County. 2.9. Licensee and its employees are only allowed on the Property during County Courthouse hours of operation. 3. County Responsibilities. 3.1. The County shall keep the Courthouse Building and surrounding property and parking lots in serviceable condition. 3.2. The County shall provide all utilities at no additional cost to Licensee. Licensee shall be responsible for providing telephone and internet service and the equipment needed to use such services. 3.3. The County shall provide custodial services for the Property. 3.4. The County reserves the right to relocate Licensee to a different location at the County Courthouse at any time for any reason. Page 2 of 5 4. Liability/Assurances. 4.1. Damage to County Property. Licensee shall be responsible for any damage to any County property or facilities that is caused by Licensee, its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of Licensee's use of the Property. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Licensee shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 4.2. Damage to Licensee Property. Licensee shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Licensee's personal property located, kept, or stored on the Property during Licensee's use of the Property. 4.3. Licensee shall be solely liable and responsible for any Claims, as defined herein, occurring at or on the Property, which arise out of Licensee's or its employees, agents, invitees, volunteers or subcontractors use of the Property. 4.4. Licensee shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon any County property. 4.5. Indemnification. Licensee shall indemnify and hold harmless the County of Oakland, it Boards, Commissions, officials, and employees from any and all Claims that are incurred by or asserted against the County by any person or entity which are alleged to have been caused by or found to arise from the acts, performances, errors, or omissions of Licensee or its employees, agents volunteers, subcontractors, invitees, or any other persons on the Property because of Licensee's use of the Property. 4.6. Definition of Claim. Claims is defined as any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 5. Insurance. Licensee shall obtain and maintain insurance according to the specifications set forth in Exhibit B. Exhibit B is incorporated by reference into this Agreement. 6. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party for any reason. Page 3 of 5 7. Compliance with Law. Licensee, including its employees, agents, invitees, and subcontractors must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Agreement. 8. No Interest in Property. Licensee shall have no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Licensee shall not assign any portion of this Agreement without the prior written consent of the Director of Facilities Management or his/her successor. 10. Waiver. The failure of the County to insist upon strict performance of any covenants or conditions of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by the County, unless such waiver is in writing by the County. 11. Amendments. This Agreement cannot be modified unless reduced to writing and signed by both Parties. 12. Severability. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Agreement. 13. Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 14. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but all of which shall together constitute one instrument. 15. Entire Agreement. This Agreement sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Property and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which the last of the Parties listed below has signed the Agreement. 17. The Parties represent that their respective signatories have the requisite authority to execute and bind them to the duties and responsibilities contained herein. APPROVED AND AUTHORIZED BY LICENSEE: Page 4 of 5 NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE APPROVED AND AUTHORIZED BY THE COUNTY: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE Page s of 5 License Agreement The County of Oakland, 1200 North Telegraph, Pontiac, Michigan, 48341 ("County"), hereby grants a License for use of its property as set forth herein to: Metro Equity Services ("Licensee"), 690 Telegraph Road, Suite 303, Bloomfield Hills, Ml 48301 Contact Person: Clemens Nowak Telephone Number: (248) 496-1935 E-mail Address: clemensj27@gmail.com The Parties agree to the following terms and conditions: 1. Use of County Property. Licensee may only use the property described below for the purposes set forth in this Agreement. 1.1. Definition and Location of Property. Property is defined as the physical space (floor space, walls, ceiling, permanent fixtures, including common areas etc.) allocated by the County for the temporary use by the Licensee as defined herein. The Property is located in the County Courthouse Basement at 1200 North Telegraph and is illustrated in Exhibit A ("Property") which is incorporated by referenced into this Agreement. 1.2. Use. Property shall be used for the sole purpose of conducting business for the Licensee and for no other purpose. 1.3. Term. This Agreement shall be for one (1) year beginning on the date the Agreement is executed by both Parties and ending one (1) year from that date ("Anniversary Date"). This Agreement shall be automatically renewed on each Anniversary Date unless either Party terminates the Agreement pursuant to Section 6. 1.4. License Fee. Licensee acknowledges and understands that the amount of the License Fee for the use of the Property will be set by the County Board of Commissioners on October 1st each year. The Licensee Fee shall be set per "net square foot" per year and paid on a monthly basis. The rate set on October 1st shall be effective until September 30th of the following year. The rate set on October 1, 2011 to September 30, 2012 is sixteen dollars and twenty-three cents ($16.23) per net square foot per year (78 net square feet; 51266/year). Licensee shall pay the License Fee get on the first of each month, in advance, to the "County of Oakland." The Licensee Fee shall be sent to: OAKLAND COUNTY, TREASUER'S—CASH ACCTG BLDG 12E, 1200 NORTH TELEGRAPH RD., PONTIAC, MI 48341-0479. Should the term of this Agreement commence on a day other than the first calendar day of a month, then the License Fee for such month and the last month of the term shall be prorated upon a daily basis based upon a thirty (30) day month. 1.5. Licensee acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. Page 1 of 5 1.6. At the expiration or termination of this Agreement, Licensee shall leave the Property in the same condition that Licensee found it and clean of all rubbish. Licensee shall remove all of its personal property within thirty (30) days of expiration or termination of this Agreement. If Licensee does not remove its personal property within the thirty (30) day period, the County shall dispose of it and bill Licensee for any costs associated with the disposal. 2. Licensee Responsibilities. 2.1. Licensee shall not place any signs or advertisements on the Property without the prior written consent of the County's Director of Facilities Management or his/her successor. 2.2. Licensee shall keep the Property and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 2.3. Licensee shall not make any alternations, additions, or changes to the Property, unless prior written approval is given by the County's Director of Facilities Management or his/her successor. 2.4. Licensee and all persons performing work on behalf of Licensee shall not in any manner hold themselves out to be agents or employees of the County. 2.5. Licensee is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for use of the Property. 16, Licensee shall not sell or permit anyone to sell or consume alcoholic beverages on the Property. 2.7. Licensee shall access the Property through the County Courthouse security / scan stations 2.8. County-issued identification badges are to be worn or carried on the persons of all employees of Licensee at all times while on the Property. Upon termination of this Agreement, all County-issued badges shall be returned to the County. 2.9. Licensee and its employees are only allowed on the Property during County Courthouse hours of operation. 3. County Responsibilities. 3.1. The County shall keep the Courthouse Building and surrounding property and parking lots in serviceable condition. 3.2. The County shall provide all utilities at no additional cost to Licensee. Licensee shall be responsible for providing telephone and internet service and the equipment needed to use such services. 3.3. The County shall provide custodial services for the Property. 3.4. The County reserves the right to relocate Licensee to a different location at the County Courthouse at any time for any reason. Page 2 of 5 4. Liability/Assurances. 4.1. Damage to County Property. Licensee shall be responsible for any damage to any County property or facilities that is caused by Licensee, its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of Licensee's use of the Property. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Licensee shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 4.2. Damage to Licensee Property. Licensee shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Licensee's personal property located, kept, or stored on the Property during Licensee's use of the Property. 4.3. Licensee shall be solely liable and responsible for any Claims, as defined herein, occurring at or on the Property, which arise out of Licensee's or its employees, agents, invitees, volunteers or subcontractors use of the Property. 4.4. Licensee shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon any County property. 4.5. Indemnification. Licensee shall indemnify and hold harmless the County of Oakland, it Boards, Commissions, officials, and employees from any and all Claims that are incurred by or asserted against the County by any person or entity which are alleged to have been caused by or found to arise from the acts, performances, errors, or omissions of Licensee or its employees, agents volunteers, subcontractors, invitees, or any other persons on the Property because of Licensee's use of the Property. 4.6. Definition of Claim. Claims is defined as any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 5. Insurance. Licensee shall obtain and maintain insurance according to the specifications set forth in Exhibit B. Exhibit B is incorporated by reference into this Agreement. 6. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party for any reason. Page 3 of 5 7. Compliance with Law. Licensee, including its employees, agents, invitees, and subcontractors must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Agreement. 8. No Interest in Property. Licensee shall have no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Licensee shall not assign any portion of this Agreement without the prior written consent of the Director of Facilities Management or his/her successor. 10. Waiver. The failure of the County to insist upon strict performance of any covenants or conditions of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by the County, unless such waiver is in writing by the County. 11. Amendments. This Agreement cannot be modified unless reduced to writing and signed by both Parties. 12. Severability. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Agreement. 13. Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 14. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but all of which shall together constitute one instrument. 15. Entire Agreement. This Agreement sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Property and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which the last of the Parties listed below has signed the Agreement, 17. The Parties represent that their respective signatories have the requisite authority to execute and bind them to the duties and responsibilities contained herein. APPROVED AND AUTHORIZED BY LICENSEE: Page 4 of 5 NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE APPROVED AND AUTHORIZED BY THE COUNTY: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE Page 5 of 5 License Agreement The County of Oakland, 1200 North Telegraph, Pontiac, Michigan, 48341 ("County"), hereby grants a License for use of its property as set forth herein to: J & L Land Research Co. ("Licensee"), 2978 Simpson, Rochester Hills, MI 48309 Contact Person: Michael Johnston Telephone Number: (248) 333-3499 E-mail Address: jIlandco@yahoo.com The Parties agree to the following terms and conditions: 1. Use of County Property. Licensee may only use the property described below for the purposes set forth in this Agreement. 1.1. Definition and Location of Property. Property is defined as the physical space (floor space, walls, ceiling, permanent fixtures, including common areas etc.) allocated by the County for the temporary use by the Licensee as defined herein. The Property is located in the County Courthouse Basement at 1200 North Telegraph and is illustrated in Exhibit A ("Property") which is incorporated by referenced into this Agreement. 1.2. Use. Property shall be used for the sole purpose of conducting business for the Licensee and for no other purpose. 1.3. Term. This Agreement shall be for one (1) year beginning on the date the Agreement is executed by both Parties and ending one (1) year from that date ("Anniversary Date"). This Agreement shall be automatically renewed on each Anniversary Date unless either Party terminates the Agreement pursuant to Section 6. 1.4. License Fee. Licensee acknowledges and understands that the amount of the License Fee for the use of the Property will be set by the County Board of Commissioners on October 1st each year. The Licensee Fee shall be set per "net square foot" per year and paid on a monthly basis. The rate set on October 1st shall be effective until September 30th of the following year. The rate set on October 1, 2011 to September 30, 2012 is sixteen dollars and twenty-three cents ($16.23) per net square foot per year (95 net square feet; $1542/year). Licensee shall pay the License Fee set on the first of each month, in advance, to the "County of Oakland." The Licensee Fee shall be sent to: OAKLAND COUNTY, TREASUER'S—CASH ACCTG BLDG 12E, 1200 NORTH TELEGRAPH RD., PONTIAC, MI 48341-0479. Should the term of this Agreement commence on a day other than the first calendar day of a month, then the License Fee for such month and the last month of the term shall be prorated upon a daily basis based upon a thirty (30) day month. 1.5. Licensee acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. Page 1. of 5 1.6. At the expiration or termination of this Agreement, Licensee shall leave the Property in the same condition that Licensee found it and clean of all rubbish. Licensee shall remove all of its personal property within thirty (30) days of expiration or termination of this Agreement. If Licensee does not remove its personal property within the thirty (30) day period, the County shall dispose of it and bill Licensee for any costs associated with the disposal. 2. Licensee Responsibilities. 2.1. Licensee shall not place any signs or advertisements on the Property without the prior written consent of the County's Director of Facilities Management or his/her successor. 2.2. Licensee shall keep the Property and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 2.3. Licensee shall not make any alternations, additions, or changes to the Property, unless prior written approval is given by the County's Director of Facilities Management or his/her successor. 2.4. Licensee and all persons performing work on behalf of Licensee shall not in any manner hold themselves out to be agents or employees of the County. 2.5. Licensee is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for use of the Property. 2.6. Licensee shall not sell or permit anyone to sell or consume alcoholic beverages on the Property. 2.7. Licensee shall access the Property through the County Courthouse security / scan stations 2.8. County-issued identification badges are to be worn or carried on the persons of all employees of Licensee at all times while on the Property. Upon termination of this Agreement, all County-issued badges shall be returned to the County. 2.9. Licensee and its employees are only allowed on the Property during County Courthouse hours of operation. 3. County Responsibilities. 3.1. The County shall keep the Courthouse Building and surrounding property and parking lots in serviceable condition. 3.2. The County shall provide all utilities at no additional cost to Licensee. Licensee shall be responsible for providing telephone and internet service and the equipment needed to use such services. 3.3. The County shall provide custodial services for the Property. 3.4, The County reserves the right to relocate Licensee to a different location at the County Courthouse at any time for any reason. Page 2 of 5 4. Liability/Assurances. 4.1. Damage to County Property. Licensee shall be responsible for any damage to any County property or facilities that is caused by Licensee, its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of Licensee's use of the Property. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Licensee shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 4.2. Damage to Licensee Property. Licensee shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Licensee's personal property located, kept, or stored on the Property during Licensee's use of the Property. 4.3. Licensee shall be solely liable and responsible for any Claims, as defined herein, occurring at or on the Property, which arise out of Licensee's or its employees, agents, invitees, volunteers or subcontractors use of the Property. 4.4. Licensee shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon any County property. 4.5. Indemnification. Licensee shall indemnify and hold harmless the County of Oakland, it Boards, Commissions, officials, and employees from any and all Claims that are incurred by or asserted against the County by any person or entity which are alleged to have been caused by or found to arise from the acts, performances, errors, or omissions of Licensee or its employees, agents volunteers, subcontractors, invitees, or any other persons on the Property because of Licensee's use of the Property. 4.6. Definition of Claim. Claims is defined as any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 5. Insurance. Licensee shall obtain and maintain insurance according to the specifications set forth in Exhibit B. Exhibit B is incorporated by reference into this Agreement. 6. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party for any reason. Page 3 of 5 7. Compliance with Law. Licensee, including its employees, agents, invitees, and subcontractors must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Agreement. No Interest in Property. Licensee shall have no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Licensee shall not assign any portion of this Agreement without the prior written consent of the Director of Facilities Management or his/her successor. 10. Waiver. The failure of the County to insist upon strict performance of any covenants or conditions of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by the County, unless such waiver is in writing by the County. 11. Amendments. This Agreement cannot be modified unless reduced to writing and signed by both Parties. 12. Severability. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Agreement. 13. Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 14. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but all of which shall together constitute one instrument. 15. Entire Agreement. This Agreement sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Property and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which the last of the Parties listed below has signed the Agreement. 17. The Parties represent that their respective signatories have the requisite authority to execute and bind them to the duties and responsibilities contained herein. APPROVED AND AUTHORIZED BY LICENSEE: Page 4 of 5 NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE APPROVED AND AUTHORIZED BY THE COUNTY: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE Page 5 of 5 License Agreement The County of Oakland, 1200 North Telegraph, Pontiac, Michigan, 48341 ("County"), hereby grants a License for use of its property as set forth herein to: Seaver Title Agency ("Licensee"), 42651 Woodward Ave., Bloomfield Hills, MI 48304 Contact Person: Pat Crawford Telephone Number: (248) 335-2444 E-mail Address: perawford@seavertitle.com The Parties agree to the following terms and conditions: 1. Use of County Property. Licensee may only use the property described below for the purposes set forth in this Agreement. 1.1. Definition and Location of Property. Property is defined as the physical space (floor space, walls, ceiling, permanent fixtures, including common areas etc.) allocated by the County for the temporary use by the Licensee as defined herein. The Property is located in the County Courthouse Basement at 1200 North Telegraph and is illustrated in Exhibit A ("Property") which is incorporated by referenced into this Agreement. 1.2. Use. Property shall be used for the sole purpose of conducting business for the Licensee and for no other purpose. 1.3. Term. This Agreement shall be for one (1) year beginning on the date the Agreement is executed by both Parties and ending one (1) year from that date ("Anniversary Date"). This Agreement shall be automatically renewed on each Anniversary Date unless either Party terminates the Agreement pursuant to Section 6. 1.4. License Fee. Licensee acknowledges and understands that the amount of the License Fee for the use of the Property will be set by the County Board of Commissioners on October 1st each year. The Licensee Fee shall be set per "net square foot" per year And paid on n monthly basis. Than ratan set on October 1st shall be effective until September 30th of the following year. The rate set on October 1, 2011 to September 30, 2012 is sixteen dollars and twenty-three cents ($16.23) per net square foot per year (160 net square feet; $2597/year). Licensee shall pay the License Fee set on the first of each month, in advance, to the "County of Oakland." The Licensee Fee shall be sent to: OAKLAND COUNTY, TREASUER'S—CASH ACCTG BLDG 12E, 1200 NORTH TELEGRAPH RD., PONTIAC, MI 48341-0479. Should the term of this Agreement commence on a day other than the first calendar day of a month, then the License Fee for such month and the last month of the term shall be prorated upon a daily basis based upon a thirty (30) day month. 1.5. Licensee acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. Page 1 of 5 1.6. At the expiration or termination of this Agreement, Licensee shall leave the Property in the same condition that Licensee found it and clean of all rubbish. Licensee shall remove all of its personal property within thirty (30) days of expiration or termination of this Agreement. If Licensee does not remove its personal property within the thirty (30) day period, the County shall dispose of it and bill Licensee for any costs associated with the disposal. 2. Licensee Responsibilities. 2.1. Licensee shall not place any signs or advertisements on the Property without the prior written consent of the County's Director of Facilities Management or his/her successor. 2.2. Licensee shall keep the Property and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 2.3. Licensee shall not make any alternations, additions, or changes to the Property, unless prior written approval is given by the County's Director of Facilities Management or his/her successor. 2.4. Licensee and all persons performing work on behalf of Licensee shall not in any manner hold themselves out to be agents or employees of the County. 2.5. Licensee is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for use of the Property. 2.6. Licensee shall not sell or permit anyone to sell or consume alcoholic beverages on the Property. 2.7. Licensee shall access the Property through the County Courthouse security / scan stations 2.8. County-issued identification badges are to be worn or carried on the persons of all employees of Licensee at all times while on the Property. Upon termination of this Agreement, all County-issued badges shall be returned to the County. 2.9. Licensee and its employees are only allowed on the Property during County Courthouse hours of operation. 3. County Responsibilities. 3.1. The County shall keep the Courthouse Building and surrounding property and parking lots in serviceable condition. 3.2. The County shall provide all utilities at no additional cost to Licensee. Licensee shall be responsible for providing telephone and internet service and the equipment needed to use such services. 3.3. The County shall provide custodial services for the Property. 3.4. The County reserves the right to relocate Licensee to a different location at the County Courthouse at any time for any reason. Page 2 of 5 4. Liability/Assurances. 4.1. Damage to County Property. Licensee shall be responsible for any damage to any County property or facilities that is caused by Licensee, its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of Licensee's use of the Property. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Licensee shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 4.2. Damage to Licensee Property, Licensee shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Licensee's personal property located, kept, or stored on the Property during Licensee's use of the Property. 4.3. Licensee shall be solely liable and responsible for any Claims, as defined herein, occurring at or on the Property, which arise out of Licensee's or its employees, agents, invitees, volunteers or subcontractors use of the Property. 4.4. Licensee shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon any County property. 4.5. Indemnification. Licensee shall indemnify and hold harmless the County of Oakland, it Boards, Commissions, officials, and employees from any and all Claims that are incurred by or asserted against the County by any person or entity which are alleged to have been caused by or found to arise from the acts, performances, errors, or omissions of Licensee or its employees, agents volunteers, subcontractors, invitees, or any other persons on the Property because of Licensee's use of the Property. 4.6. Definition of Claim. Claims is defined as any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 5. Insurance. Licensee shall obtain and maintain insurance according to the specifications set forth in Exhibit B. Exhibit B is incorporated by reference into this Agreement. 6. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party for any reason. Page 3 of 5 7. Compliance with Law. Licensee, including its employees, agents, invitees, and subcontractors must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Agreement. 8. No Interest in Property. Licensee shall have no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Licensee shall not assign any portion of this Agreement without the prior written consent of the Director of Facilities Management or his/her successor. 10. Waiver. The failure of the County to insist upon strict performance of any covenants or conditions of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by the County, unless such waiver is in writing by the County. 11. Amendments. This Agreement cannot be modified unless reduced to writing and signed by both Parties. 12. Severabilitv. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Agreement. 13. Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 14. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but ail of which shall together constitute one instrument. 15. Entire Agreement. This Agreement sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Property and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which the last of the Parties listed below has signed the Agreement. 17. The Parties represent that their respective signatories have the requisite authority to execute and bind them to the duties and responsibilities contained herein. APPROVED AND AUTHORIZED BY LICENSEE: Page 4 of 5 NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE APPROVED AND AUTHORIZED BY THE COUNTY: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE Page 5 of 5 License Agreement The County of Oakland, 1200 North Telegraph, Pontiac, Michigan, 48341 ("County"), hereby grants a License for use of its property as set forth herein to: The Detroit News ("Licensee") 615 W. Lafayette Blvd., Detroit, MI 48187 Contact Person: Mike Martindale Telephone Number: (248) 338-0319 E-Mail Address: mmartindale@detnews.conn The Parties agree to the following terms and conditions: 1. Use of County Property. Licensee may only use the property described below for the purposes set forth in this Agreement. 1.1. Definition and Location of Property. Property is defined as the physical space (floor space, walls, ceiling, permanent fixtures, including common areas etc.) allocated by the County for the temporary use by the Licensee as defined herein. The Property is located in the County Courthouse Basement at 1200 North Telegraph and is illustrated in Exhibit A ("Property") which is incorporated by referenced into this Agreement. 1.2. Q. Property shall be used for the sole purpose of conducting business for the Licensee and for no other purpose. 1.3. Term. This Agreement shall be for one (1) year beginning on the date the Agreement is executed by both Parties and ending one (1) year from that date ("Anniversary Date"). This Agreement shall be automatically renewed on each Anniversary Date unless either Party terminates the Agreement pursuant to Section 6. 1.4. License Fee. Licensee acknowledges and understands that the amount of the License Fee for the use of the Property will be one dollar ($1.00) annually. Licensee shall pay this rate on the first day of the calendar year, in advance, to the "County of Oakland." The Licensee Fee shall be CPnt to: OAK" AND COUNTY, TREASUER'S- CASH ACCTG BLDG 12E, 1200 NORTH TELEGRAPH RD., PONTIAC, MI 48341-0479. 1.5. Licensee acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. 1.6. At the expiration or termination of this Agreement, Licensee shall leave the Property in the same condition that Licensee found it and clean of all rubbish. Licensee shall remove all of its personal property within thirty (30) days of expiration or termination of this Agreement. If Licensee does not remove its personal property within the thirty (30) day period, the County shall dispose of it and bill Licensee for any costs associated with the disposal. Page 1 of 5 2. Licensee Responsibilities. 2.1. Licensee shall not place any signs or advertisements on the Property without the prior written consent of the County's Director of Facilities Management or his/her successor. 2.2. Licensee shall keep the Property and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 2.3. Licensee shall not make any alternations, additions, or changes to the Property, unless prior written approval is given by the County's Director of Facilities Management or his/her successor. 2.4. Licensee and all persons performing work on behalf of Licensee shall not in any manner hold themselves out to be agents or employees of the County. 2.5. Licensee is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for use of the Property. 2.6. Licensee shall not sell or permit anyone to sell or consume alcoholic beverages on the Property. 2.7. Licensee shall access the Property through the County Courthouse security / scan stations 2.8. County-issued identification badges are to be worn or carried on the persons of all employees of Licensee at all times while on the Property. Upon termination of this Agreement, all County-issued badges shall be returned to the County. 2.9. Licensee and its employees are only allowed on the Property during County Courthouse hours of operation. 3. County Responsibilities. 3.1. The County shall keep the Courthouse Building and surrounding property and parking lots in serviceable condition. 3.2. The County shall provide all utilities at no additional cost to Licensee. Licensee shall be responsible for providing telephone and internet service and the equipment needed to use such services. 3.3. The County shall provide custodial services for the Property. 3.4. The County reserves the right to relocate Licensee to a different location at the County Courthouse at any time for any reason. 4. Liability/Assurances. 4.1. Damage to County Property. Licensee shall be responsible for any damage to any County property or facilities that is caused by Licensee, its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of Licensee's use of the Property. If damage occurs, the County shall make Page 2 of 5 the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Licensee shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 4.2. Damage to Licensee Property. Licensee shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Licensee's personal property located, kept, or stored on the Property during Licensee's use of the Property. 4.3. Licensee shall be solely liable and responsible for any Claims, as defined herein, occurring at or on the Property, which arise out of Licensee's or its employees, agents, invitees, volunteers or subcontractors use of the Property. 4.4. Licensee shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon any County property. 4.5. Indemnification. Licensee shall indemnify and hold harmless the County of Oakland, it Boards, Commissions, officials, and employees from any and all Claims that are incurred by or asserted against the County by any person or entity which are alleged to have been caused by or found to arise from the acts, performances, errors, or omissions of Licensee or its employees, agents volunteers, subcontractors, invitees, or any other persons on the Property because of Licensee's use of the Property. 4.6. Definition of Claim. Claims is defined as any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 5. Insurance. Licensee shall obtain and maintain insurance according to the specifications set forth in Exhibit B. Exhibit B is incorporated by reference into this Agreement. 6. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party for any reason. 7. Compliance with Law. Licensee, including its employees, agents, invitees, and subcontractors must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Agreement. Page 3 of 5 8. No Interest in Property. Licensee shall have no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Licensee shall not assign any portion of this Agreement without the prior written consent of the Director of Facilities Management or his/her successor. 10. Waiver. The failure of the County to insist upon strict performance of any covenants or conditions of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by the County, unless such waiver is in writing by the County. 11. Amendments. This Agreement cannot be modified unless reduced to writing and signed by both Parties. 12. Severability. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Agreement. 13. Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 14. Counterparts. This Agreement may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but all of which shall together constitute one instrument. 15. Entire Agreement. This Agreement sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Property and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which the last of the Parties listed below has signed the Agreement. 17. The Parties represent that their respective signatories have the requisite authority to execute and bind them to the duties and responsibilities contained herein. Page 4 of 5 APPROVED AND AUTHORIZED BY LICENSEE: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE APPROVED AND AUTHORIZED BY THE COUNTY: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE Page 5 of 5 License Agreement The County of Oakland, 1200 North Telegraph, Pontiac, Michigan, 48341 ("County"), hereby grants a License for use of its property as set forth herein to: Detroit Free Press ("Licensee"), 615 W. Lafayette, Detroit, MI 48226 Contact Person: Grace Bennett Telephone Number: (313) 222-5976 E-Mail Address: gbennett@freepress.com The Parties agree to the following terms and conditions: 1. Use of County Property. Licensee may only use the property described below for the purposes set forth in this Agreement. 1.1. Definition and Location of Property. Property is defined as the physical space (floor space, walls, ceiling, permanent fixtures, including common areas etc.) allocated by the County for the temporary use by the Licensee as defined herein. The Property is located in the County Courthouse at 1200 North Telegraph and is illustrated in Exhibit A ("Property") which is incorporated by referenced into this Agreement. 1.2. Use. Property shall be used for the sole purpose of conducting business for the Licensee and for no other purpose. 1.3. Term. This Agreement shall be for one (1) year beginning on the date the Agreement is executed by both Parties and ending one (1) year from that date ("Anniversary Date"). This Agreement shall be automatically renewed on each Anniversary Date unless either Party terminates the Agreement pursuant to Section 6. License Fee. Licensee acknowledges and understands that the amount of the License Fee for the use of the Property will be one dollar ($1.00) annually. Licensee shall pay this rate on the first day of the calendar year, in advance, to the "County of Oakland." The Licensee Fee shall be sent to: OAKLAND COUNTY, TREASUER'S- cAcH Acc-rc; BLDG 12E, 1200 NORTH TELEGRAPH RD., pONTfAC, MI 48141 -0479. 1.5. Licensee acknowledges that it had the opportunity to inspect the Property and accepts the Property AS IS. 1.6. At the expiration or termination of this Agreement, Licensee shall leave the Property in the same condition that Licensee found it and clean of all rubbish. Licensee shall remove all of its personal property within thirty (30) days of expiration or termination of this Agreement. If Licensee does not remove its personal property within the thirty (30) day period, the County shall dispose of it and bill Licensee for any costs associated with the disposal. 1 .4 Page 1 of 5 2. Licensee Responsibilities. 2.1. Licensee shall not place any signs or advertisements on the Property without the prior written consent of the County's Director of Facilities Management or his/her successor. 2.2. Licensee shall keep the Property and anything stored thereon in good order and repair and in a clean, safe, and healthful condition. 2.3. Licensee shall not make any alternations, additions, or changes to the Property, unless prior written approval is given by the County's Director of Facilities Management or his/her successor. 2.4. Licensee and all persons performing work on behalf of Licensee shall not in any manner hold themselves out to be agents or employees of the County. 2.5. Licensee is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for use of the Property. 2.6. Licensee shall not sell or permit anyone to sell or consume alcoholic beverages on the Property. 2.7. Licensee shall access the Property through the County Courthouse security / scan stations 2.8. County-issued identification badges are to be worn or carried on the persons of all employees of Licensee at all times while on the Property. Upon termination of this Agreement, all County-issued badges shall be returned to the County. 2.9. Licensee and its employees are only allowed on the Property during County Courthouse hours of operation. 3. County Responsibilities. 3.1. The County shall keep the Courthouse Building and surrounding property and parking lots in serviceable condition. 3.2. The County shall provide all utilities at no additional cost to Licensee. Licensee shall be responsible for providing telephone and internet service and the equipment needed to use such services. 3.3. The County shall provide custodial services for the Property. 3.4. The County reserves the right to relocate Licensee to a different location at the County Courthouse at any time for any reason. 4. Liability/Assurances. 4.1. Damage to County Property. Licensee shall be responsible for any damage to any County property or facilities that is caused by Licensee, its employees, agents, invitees, volunteers, or subcontractors or any other persons on the Property because of Licensee's use of the Property. If damage occurs, the County shall make Page 2 of 5 the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements, provided, however, that Licensee shall reimburse the County for all costs associated with repairing and/or replacing the damaged property or facilities. 4.2. Damage to Licensee Property. Licensee shall be solely liable and responsible for any property loss or damage resulting from fire, theft or other means to Licensee's personal property located, kept, or stored on the Property during Licensee's use of the Property. 4.3. Licensee shall be solely liable and responsible for any Claims, as defined herein, occurring at or on the Property, which arise out of Licensee's or its employees, agents, invitees, volunteers or subcontractors use of the Property. 4.4. Licensee shall not cause or allow any person or entity to cause any hazardous material, waste, or debris to enter or to be disposed upon any County property. 4.5. Indemnification. Licensee shall indemnify and hold harmless the County of Oakland, it Boards, Commissions, officials, and employees from any and all Claims that are incurred by or asserted against the County by any person or entity which are alleged to have been caused by or found to arise from the acts, performances, errors, or omissions of Licensee or its employees, agents volunteers, subcontractors, invitees, or any other persons on the Property because of Licensee's use of the Property. 4.6. Definition of Claim. Claims is defined as any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 5. Insurance. Licensee shall obtain and maintain insurance according to the specifications set forth in Exhibit B. Exhibit B is incorporated by reference into this Agreement. 6. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party for any reason. 7. Compliance with Law. Licensee, including its employees, agents, invitees, and subcontractors must comply with all applicable federal, state, and local laws, regulations and ordinances, and the requirements of this Agreement. Page 3 of 5 8. No Interest in Property. Licensee shall have no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Licensee shall not assign any portion of this Agreement without the prior written consent of the Director of Facilities Management or his/her successor. 10. Waiver. The failure of the County to insist upon strict performance of any covenants or conditions of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. No covenant, term or condition of this Agreement shall be deemed to have been waived by the County, unless such waiver is in writing by the County. 11. Amendments. This Agreement cannot be modified unless reduced to writing and signed by both Parties. 12. Severabilitv. If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law, unless removal of such term materially alters the basic intent of the Parties in executing this Agreement. 13. Governing Law. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. 14, Counterparts. This Agreement may be executed in one or more counterparts, including facsimile copies, each of which shall be deemed an original, but all of which shall together constitute one instrument. 15. Entire Agreement. This Agreement sets forth all covenants, promises, agreements, conditions and understandings between the Parties concerning the use of the Property and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than are herein set forth. 16. Effective Date. The Effective Date of this Agreement shall be the date upon which the last of the Parties listed below has signed the Agreement. 17. The Parties represent that their respective signatories have the requisite authority to execute and bind them to the duties and responsibilities contained herein. Page 4 of 5 APPROVED AND AUTHORIZED BY LICENSEE: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE APPROVED AND AUTHORIZED BY THE COUNTY: NAME: TITLE: DATE: SIGNATURE WITNESS: NAME: TITLE: DATE: SIGNATURE Page 5 of 5 EXHIBIT A rH C-2-B 7 C-5-B L_J 1 ' 1 ° C-36-B V,i'k3 -3 Fi C; ori; \jV : I WB-4A NORTH NMI), KEY PLAN J & L LAND RESEARCH CO. 95 NET SQ. FT. ROOM WB-4A METRO EQUITY SERVICES 78 NET SQ. FT. ROOM WB-1A DETROIT FREE PRESS 252 GROSS SQ. FT. ROOM WB-2A SEAVER TITLE AGENCY 160 NET SQ. FT. ROOM WB-2B FIRST AMERICAN TITLE 81 NET SQ. FT. ROOM WB-3C ASK SERVICES 90 NET SQ. FT. ROOM WB-3D DETROIT NEWS 176 GROSS SQ. FT. ROOM WB-3A DI'S TITLE SERVICES 62 NET SQ. FT. ROOM WB-1C VACANT 891 GROSS SQ. FT. ROOM WB-1B, WB-3B & WB-4B COMMON SPACE ROOM WB-C-1 0;31'.;1 : Eng ..N.ing ttu.TTI TOTtOT HIn.13:nnent =, Flrelon tinning Co 0 LL Z Co i. P: County LJ 025 - COURTHOUSE COMPLEX PARTIAL BASEMENT FLOOR PLAN MALE 40 SOMLO Exhibit B Insurance Requirements Licensee, at its own expense, shall procure and maintain during the life of this agreement, including any renewals or extensions thereof, all insurance as set forth below, protecting the County against all claims which may arise out of the occupancy or use of the premises. a. Commercial General Liability — Occurrence Form including: a) Premises and Operations; b) Products and Completed Operations; c) Personal and Advertising Injury; d) Broad Form Property Damage; e) Independent Contractors; f) Broad Form Contractual Liability including coverage for obligations assumed in this agreement, with minimum limits of no less than: • General Aggregate $1,000,000 • Products — Completed Operations Aggregate $1,000,000 • Personal and Advertising Injury $1,000,000 • Each Occurrence $1,000,000 b. Commercial Automobile Liability covering bodily injury and property damage arising out of the use of any hired or non-owned automobile: • Combined Single Limit (CSL) Each Accident $1,000,000 c. Worker's Compensation and Employer's Liability as required by any applicable Federal or State Law: • Worker's Compensation Statutory • Employer's Liability Each Accident $100,000 Disease — Each Employee $100,000 Disease — Policy Limit $500,000 d. Umbrella/Excess Liability insurance following form of primary or broader: with a minimum limit of $2,000,000 each occurrence. Umbrella/Excess coverage shall be no less than following form of primary or broader. • Each Occurrence $2,000,000 General Insurance Terms, Conditions and Provisions. The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions and or/endorsements. All certificates of insurance shall provide evidence of and compliance with all required terms, conditions, and/or endorsements. a. All policies of insurance shall be on a primary, non-contributory basis with any other insurance and/or self-insurance carried by the County; b. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation, premiums, deductibles, or assessments under any form of policy; c. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Licensee d. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; e. All policies, with the exception of Worker's Compensation, shall be endorsed to name the County as additional insured; f. Certificates of insurance shall be provided no less than ten (10) working days prior to occupancy or use of the premises; g. All insurance carriers shall be licensed and approved to do business in the State of Michigan and shall have and shall maintain a minimum A.M. Best's rating of A. h. Licensee shall maintain, at their sole cost and expense, special form property insurance covering all personal property owned by Licensee. Licensee agrees to hold harmless and waive, and cause their insurance carrier to waive, all rights against the County for any and all loss or damage to personal property owned by the Licensee. Resolution #12145 May 17, 2012 The Chairperson referred the resolution to the Finance Committee, There were no objections. FISCAL NOTE (MISC. #12,145) June 7,2012 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — COURTHOUSE OFFICE SPACE LICENSING FOR TITLE COMPANIES AND NEWSPAPERS 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 lease agreements between the County of Oakland and the following companies, currently occupying office space in the Oakland County Courthouse: First American Title, ASK Services, Metro Equity Services, J&L Land Research Company, Seaver Title Agency, Detroit News, and Detroit Free Press. 2. Lease agreements have been customized for each company. 3. The title companies will be charged at the annual Courthouse square footage rate for the net square footage of their respective office spaces and the newspaper companies will be charged $1 per year, 4. The term of each lease will be one year beginning on the execution date, will be automatically renewed, and can be unconditionally terminated by either party. Annual lease charges to the title companies total $8,181 based on the Courthouse square footage rate of $16.23 and the 504 net square footage occupied by the title companies, or $681.75 per month. 6. Lease revenue will be receipted in the External Agencies revenue account (#63100-1040702-140010-635017) in the Facilities Maintenance & Operations Fund. 7. FY 2012 Budget adjustments are nominal and no budget amendment is recommended. Adjustments for future fiscal years will be included in the FY 2013— FY 2015 Executive Recommended Budget. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Potts and Crawford absent. Resolution #12145 June 7, 2012 Moved by Nuccio supported by Zack the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). Discussion followed. AYES: Covey, Crawford, Dwyer, Gershenson, Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, River, Runestad, Scott, Taub, Weipert, Woodward, Zack, Bosnic. (25) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted.) f'PROVE THE FOREGO,NG RESOLUTION 10 PURSUANT TO 1973 PA 139 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 June 7, 2012, 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 7 th day of June, 2012. cp, Bill Bullard Jr., Oakland County