HomeMy WebLinkAboutResolutions - 2016.09.22 - 22595ILDING COMMITTEE
MISCELLANEOUS RESOLUTION #1645
September 22, 2016
BY: Planning and Building Committee, Philip Weipert, Chairperson
IN RE: DEPARTMENT OF CENTRAL SERVICES — OAKLAND COUNTY INTERNATIONAL AIRPORT —
AMENDMENT TO OPTION AGREEMENT WITH OAKLAND AIR HOLDING COMPANY, LLC
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland County International Airport (OCIA) is in receipt of the executed Amendment #1 to an
Option Agreement, which is attached to this Resolution; and
WHEREAS the attached Amendment removes approximately 5.22 acres of vacant land from the Option
Agreement; and
WHEREAS removal of the 5.22 acres from the Option Agreement will permit the County to lease such land to
third parties to generate revenues for OCIA; and
WHEREAS the attached Amendment was drafted and reviewed by the Department of Corporation Counsel;
and
WHEREAS it is recommended that the attached Amendment be approved by the Oakland County Board of
Commissioners and be executed.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves and
accepts the attached Amendment #1 to the Option Agreement between the County of Oakland and Oakland
Air Holding Company, LLC.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or
his/her designee to execute the attached Amendment #1 to the Option Agreement and all other related
documents between the County and Oakland Air Holding Company, LLC.
Chairperson, on behalf of the Planning and Building Committee, I move adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Motion to refer to the Finance Committee carried on a voice vote.
AMENDMENT #1 TO OPTION AGREEMENT
BETWEEN
THE COUNTY OF OAICLAND AND
OAKLAND AIR HOLDING COMPANY. LLC
This First Amendment ("Amendment") is entered into as of this 12'11 day of September, 2016,
between the County of Oakland, a municipal and Constitutional Corporation located at 1200 North
Telegraph Road, Pontiac, MI 48341 ("Owner" or "Oakland County") and °Aland Air Holding
Company LLC, a Michigan limited liability company located at 5480 Corporate Drive, Suite 230,
Troy, Michigan 48098 ("Holder").
BACKGROUND
A. The Parties entered into an Option Agreement on August 1, 2009.
B. The Parties desire to amend the Option Agreement to modify the real property subject to the
Option Agreement and to extend the period of time in which Holder must respond to Owner's
August 11,2016 notice letter.
C. The Parties agree as follows:
1st AMENDMENT
§1. Option Agreement. The Parties entered into an Option Agreement dated August 1, 2009.
("Agreement"). The Agreement is attached as Attachment A io this Amendment and is
fully incorporated herein,
§2. Legal Description of Vacant Land. Exhibit B of the Agreement sets forth the legal
description of the real property that is subject to the Agreement (the "Vacant Land").
Exhibit B of the Agreement is now deleted in its entirety and replaced with the legal
description contained in Attachment B to this Amendment The Vacant Land that is now
subject to the Agreement is described in Attachment B to this Amendment, and Attachment
B is fully incorporated herein.
No Further Rights. This Amendment extinguishes all rights and interests Holder has or
had in the real property described in Attachment C to this Amendment, whether such rights
and interests were obtained through the Agreement or any other legal theory. Attachment C
is fully incorporated herein.
§4. Release. Holder waives, releases, and discharges Oakland County and its elected and
appointed officials, officers, staff, agents, and employees from all liability, damages,
injuries, claims, payments, or demands related to the real property described in
• Attachment C to this Amendment.
• §5. Consideration. In consideration of Holder's execution of this Amendment, Owner extends
the period of time in which Holder must respond to Owner's August 11, 2016 notice letter,
regarding the Vacant Land (as defined in this Amendment), to November 11, 2016, even
though the notice letter was sent prior to the execution of this Amendment. Owner's
Page 1 of 3
lkAmendment Option Agreement
(09-09-16)
§3 .
3550595.v3
August 11, 2016 notice letter is attached as Attachment D to this Amendment and is fully
incorporated herein.
§6. Continued Effect. Except as modified herein, all other terms and conditions of the
Agreement shall continue with full force and effect.
§7. Entire Agreement. The terms and conditions of the Agreement, as amended by this
Amendment, remain in full force and effect and constitute the entire agreement and
understanding between Oakland County and Holder and supersedes any and all other prior
oral or written understandings, communications, or agreements between Oaldand County
and Holder with respect to the Vacant Land.
IN WITNESS WHEREOF, Michael J. Gingell hereby acknowledges that he is authorized by the
County of Oakland to execute this Amendment.
County of Oakland:
By:
Michael J. Gingen, Chairperson
Oakland County Board of Commissioners
Subscribed and sworn to before me on the day of September, 2016.
Notary Pubic,
Oakland County, Michigan
My Commission Expires:
Acting in the County Oakland
[Holder's Signature on the Following Page]
Page 2 of 3
lsArnendinent—Option Agreement
(09-09-16)
3550595.v3
IN WITNESS VVHEREOF, Keith J. Pomeroy hereby acknowledges that he is authorized by
Oakland Air Holding Company, LLC to execute this Amendment.
Oakland Air Holding Company, LLC
By: Pomeroy Investment Corporation, Manager
By:
Keith J. Pometo , CEO
Subscribed and sworn to before me on the le day of September, 2016,
Notary Public
Oakland County, Michigan
My Commission Expire
ctig in the County of alypind LON! S ZEMAN
WI Public, State of Michigan
County of Oakland
Ny CommIselon Nplras dun, 11, 20111
Acting In the County of
.1;
Page 3 of 3
PkAmenciment—Option Agreement
(09-09-16)
3550895.v3
ATTACHMENT A
OPTION AGREEMENT
This Option Agreement (the "Agreement") is executed effective as of August 1, 2009,
between the County of Oakland ("Owner" or "Oakland County") and Oakland Mr Holding
Company LLC ("Holder"), which agree as follows:
I. Termination Agreement, Reference is made to the Oakland County International Airport
Airport Land Lease Addendum (a/k/a Memorandum of Lease and Agreement
Addendum), dated the r same date as this Agreemerd, betweeu Owner and Corporate Air
Hangar II, L,L,C, (the "Addendum"). Holder is an affiliate of Corporate Air Hangar II,
L.L,C.
2, Bight to Reinstate Lease, Holder shall have the right, but not the obligation, to lease the
Vacant Land (defined below) from Omer, on and subject to the same terms and
COnditions as are set forth in the Airport Land Lease for Constraction of 'Permanent
dated November 1, 2004, between Owner and Corporate Air Hangar It, L.L.C.,
with 'respect to the parcel of real property commonly known us 6360 Highland Road,
Waterford, Michigan, as the same has been amended up to (but not including) the date
hereof (the "Existing Lease"); provided, however, that the rent payable in respect of the
Vacant Land shall be determined based on the square footage thereof; as established
pursuant to the Existing Lease, as modified by the Addendum. In order to exercise seat
right, Holder shall so notify Owner on or before the tenth (10 th) anniversary of the date
hereof, in which event Owner shall promptly cause alease to be prepared and forwarded
to Owner for exeoution, which lease shall be consistent with the Existing Lease and this
Agreement
3.Light of First Refusal. If a third-party (the "Proposed Lessee') desires to lease the Vacant
Land at any time on or before the tenth (10 °) anniversary of the date hereof Owner shall
so notify Holder (the "Owner Notice"), Along with such notice, Owner Shall provide
Holder with & copy of the lease that Owner proposes to enter into with the Proposed
Lessee (the 'Proposed Lease"). Holder shall have the right, but not the obligation, to
lease the Vacant Land from thither, on and subject to the same terms and conditions as
are set forth in the Proposed Leese, In order toexereis' e such right, Holder shall so notify
Owner (The "Holder Notice") on or before the thirtieth (30 4) day following Holder's
receipt of the .Owner Notice and the Proposed Lease. Following the giving of the Holder
Notice, Own& and Holder (or its designee) shall promptly execute and deliver the
Proposed Lease, modified to reflect Holder as the lessee thereunder.
4. Conaideeation. In exchange for the rights hereunder, Holder shall pay Owner (1) the sum
of $100.00 per month, with the first such paymentheing due on August 1,2009, and each
subsequent payment being on the first day of each month thereafter, plus (ii) $103,438.64,
payable in sixty (60) equal, monthly installments of $1,723,98 each, with the first such
installment being due on September 1, 2010, and each subsequent instalbnent being due
on the last day of each subsequent month, such that the sixtieth and final payment will be
due on August 1, 2015, In the event that Holder fails to make a required payment when
ATTACHMENT A
dye pursuant to the immediately preceding sentence, Owner shall have the light to
terminate this Agreement on written notice to Holden provided, however, That Owner
shall first give Holder not less than ten (10) business days notice of and opportunity to
oure such breach. In the event that Holder exercises any of Its options hereunder, than the
balance due pursuant to clause (10 of the immediately preceding sentence will become
immediately due and payable.
5, Termination. Owner shall be entitled to terminate this Agreement in accordance with
paragraph 4 above, Holder shall be entitled to terminate this Agreement at any time, on
written notice to Owner. Notwithstanding any termination of this Agreement, Holder's
rights and Owner's obligations under paragraph 6 below shall remain in MI force and
effect.
6. Lease by Third-Party. In the event Holder does not exercise its right of first refusal
pursuant to paragraph 3 above, and a third-party leases tlie Vacant Lund, thou OWOCT Stall
cause such third-party to pay Holder the sum of $2,085,112.30, in order So ,reimburse
Holder for the substantial, material investments and improvements made in ingi to the
Vacant Land by an affiliate, thereby increasing its value.
7. Notices., All notices and other cenurnmications required under, or given in connection
with, this Agreement must be in writing, and must be either personally delivered, sent via
a nationally-recognized, overnight courier service (with shipping charges prepaid), or sent
via certified U.S, Mail, return receipt requested (with postage charges prepared), to the
intended recipient at its address set forth below (or ff1110h other address as a party may
direct pursuant to a notice given in accordance herewith);
Holder's address:
0/o FRS Equities Limited
401 South Old Woodward Avenikel, Suite 300
Birmingham, MI 48009
Attn: Gerald F. Reithart
Owner's address:
0/0 Oakland Comity International Airport
6500 Highland Road
Waterford, MI 48327
Attn: Airport Manager
8, Legal Deseriptim The parties agree and acknowledge that the attached hereto as Exhibit
B is the legal description, for the real property that is the subject of this Agreement (the
"Vacant Land"), and that such legal description also reflects the square footage thereof.
9. Megnerandum, Holder shall have the right to record a memorandum of this Agreement
with the Register of Deeds for Oakland County.
ATTACHMENT A
10. Miscellaneous.
(a) This Agreement is for the sole and exclusive benefit of the parties to it. No third-
party shall have The right to rely on or enforce the provisions of this Agreement as
a third-party beneficiary or otherwise. Notwithstanding the foregoing, Holder
shall have the right to assign this Agreement and its rights and obligations
thereunder to an affiliate.
(b) Each party shall, at any other party's reasonable request and without further
vonsideaution, execute and deliver or cause to be executed and delivered Such
further documents, inattaMents and papers and shall take such other action as may
be or become necessary, proper or desirable in order to effect the transactions
contemplated in this Agreement, or the purpose and intent of this Agreement.
(0)
This Agreement sets forth the entire agreement and understanding of the parties,
and supersedes all prior agreements, arrangements, representations, warranties and
communications, whether oral or written, with respect to its subject matter.
(d) The waiver by any party of einy breach of any provision of this Agreement shall
not operate or be construed as a waiver of any other provision of this Agreement
or of any subsequent or similar breach. Any suth waiver must be in writing. This
Agreement may only be amended or modified by written agreement execrated by
both parties.
(0)
This Agreement may be executed in count:averts, each of which shall be deemed
to be an original, and all , of which together ;dull constitute one instrument.
Copies (facsimile or otherwise) of signatures to this Agreement shall be deemed
to be originals and may be relied on to the same extent as the originals.
Ltbe laInnincics' of this pago initnlionally left blank — signatunos begin on following page]
ATTAC HMENL
Exhibit A
"Vacant Lane
[sea 'attar.,hed]
,ATTACHMENT A
RIGHT-OF-WAY SURVEY SKETCH
LEGAL DESGRIPTION LEASE Vt.
PART OF THE 608111 1/2 OF sEcirroN 1Z T.3N. R WATERFORD IVNNSHIP• OAKLAND
COUNTy, MICHIGAN, DESCRIBED AS;COMMENCING AT THE SOUTHEAST CORNER OP SAID
SECTION 17; THENCE S 049-02 W, 181800 PT, AuxiG THE mum UNE op sECTioN -1T AND
N 02-110-SS W, MOO FT. AND 8 8749-02 W. 350,110 FT. TO ME POINT OF BEGINNING;THENCE
FROM SD POINT OF BEGINNING 8 87.4942 W, 310.00 ET.; THENCE N 02-28.21 W, MAO FT,:
THENCE 8T-3BOOW. 41.03 Fr; THENCE N 02-03-21 W OA) FT.; THENCE S ST-3049 W E151 FT,; THENCE S 0te123.21 E, 108.43 Ft; THENCE N 0141.42W $93,12 FT.; THENCE N 624042 W, 188,18 Pr.; THOM N 0749-02 E, 228.61 F1,;114ENCE NOUS-00%441N FT.;THENCE N 87-494aE 5203 FT,; THENCE S 021040 E, 72180 FT. TO THE paw' OF SEGINNING.
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T.3N., R,9E,
LEGAL DESCRIPTION - Property Subject to Option Agreement:
PART OF THE SOUTH 1/2 OF SECTION 17, T.3N., R.9E, WATERFORD TOWNSHIP, OAKLAND
COUNTY, MICHIGAN, DESCRIBED AS:COMMENCING AT THE SOUTHEAST CORNER OF SAID
SECTION 17; THENCE S 87-49-02W, 1675.00 FT. ALONG THE SOUTH LINE OF SECTION 17 AND
N 02-10-58W, 119,00 FT. AND S 87-49-02W, 350.00 FT, TO TliE POINT OF I3EGINNING; THENCE
FROM SAID POINT OF BEGINNING S 87-49-02W, 319.90 PT.; THENCE N 02-23-21 W, 79.80 FT.;
THENCE $ 87-36-39W, 47.93 FT.; N 02-23-21 W, 44.68 FT.; THENCE N 02-10-58W, 601.03 ET;
N 87-49-02 E, 368.28 FT.; THENCE S 02-10-58 E, 725.4 FT. TO THE POINT OF BEGINNING.
AREA: 263,277.70 Sq. Ft., 6,.04 ACRES
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LEGAL DESCRIPTION - PROPERTY NOT SUBJECT TO OPTION AGREEMENT:
PART OF THE SOUTI-i 112 OF SECTION 17, 1.3N., RSE., WATERFORD TOWNSHIP, OAKLAND
COUNTY, MICHIGAN, DESCRIBED AS:COMMENCING AT THE SOUTHEAST CORNER OF SAID
SECTION 17; THENCE S 87-49-02W, 1675,00-FT, ALONG THE SOUTH UNE OF SECTION 17 AND
N 02-10-58W, 119.00 FT. AND S 87-49-02 W, 350.00 FT. AND S 8749-02 W, 319.90 Er. AND
N 02-23-21 W, 79.80 FT. AND S 87-36-39W1 47.93 FT. AND .N 02-23-21 W, 44.68 FT. TO THE POINT
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THENCE N 87-49-02 E, 223.51 FT.; THENCE N 03-09-00 W, 44.01 FT.; THENCE N 87-49-02 E, 167.75
FT.; THENCE S 02-10-58 E, 601.03 FT. TO THE POINT OF BEGINNING. AREA: 2271348.00 Sq. Ft., 522
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FISCAL NOTE .(MISC. #16255) September 22, 2016
BY: Finance Committee, Tom Middleton, Chairperson
IN RE: DEPARTMENT OF CENTRAL SERVICES — OAKLAND COUNTY INTERNATIONAL AIRPORT —
AMENDMENT TO OPTION AGREEMENT WITH OAKLAND AIR HOLDING COMPANY, LLC
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 authorizes amendment #1 to the option agreement with Oakland Air Holding
Company, LLC.
2. Oakland County is the owner of Oakland County International Airport (OCIA) in Waterford
Township.
3. Parcels of land are leased to various aviation businesses for the purpose of constructing hangars,
aviation ramps, and related appurtenances for the purpose of conducting aviation business at the
airport.
4. The amendment removes approximately 5.22 acres of vacant land from the Option Agreement.
This will permit the County to lease such land to third parties to generate future revenues for
OCIA.
5. A budget amendment is not required at this time.
Frjkl CE COrM—Ty TE
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Resolution #16255 September 22, 2016
Moved by Kochenderfer supported by McGillivray the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Fleming, Gershenson, Gingell, Gosselin, Hoffman, Jackson, Kochenderfer, KowaII,
Long, McGillivray, Middleton, Quarles, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman,
Crawford. (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent
Agenda were adopted (with accompanying reports being accepted).
cD
GERALD D. POISSO
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO Ma. 45.559A(7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 September 22,
2016, 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 22nd day of September, 2016.
Lisa Brown, Oakland County