HomeMy WebLinkAboutResolutions - 2017.09.28 - 23150MISCELLANEOUS RESOLUTION #17269 September 28, 2017
BY: Commissioner Phillip Weipert, Chairperson, Planning and Building Committee
IN RE: FACILITIES MANAGEMENT — AMENDMENT TO LEASE AGREEMENT WITH CITY OF TROY
FOR 52-4 DISTRICT COURTHOUSE TO EXTEND TERM FOR 15 YEARS OR TO EXERCISE THE
OPTION TO EXTEND THE CURRENT LEASE FOR 5 YEARS
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Planning and Building Committee, on September 17, 1996, authorized Facilities
Management to negotiate with the City of Troy ("City") for renovation and lease of the City's Community
Center, located on West Big Beaver Road, for use as a courthouse for the 52-4 District Court; and
WHEREAS Miscellaneous Resolution #96263, authorized a twenty (20) year lease ("Lease") for such
location; and
WHEREAS given the essential public services performed at this location, the County desires to amend
the Lease to extend the term for an additional fifteen (15) years; and
WHEREAS it is in the best interest of the City and the County to ensure that the 52-4 District Court can
continue to operate at this location for the foreseeable future; and
WHEREAS the Departments of Facilities Management and Corporation Counsel have drafted the
attached Amendment to be presented to the City for consideration; and
WHEREAS the Court Administrator and Judges of the 52-4 District Court and the Chief Judge of the 52'd
District Court have reviewed and agreed to the terms of the Amendment; and
WHEREAS the existing Lease also provides an option to extend for five (5) years upon written notice 180
days prior to expiration of the Lease.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the
attached Amendment with the City and directs the Director of Facilities Management to immediately
forward and present this Amendment to the City Manager for consideration by the City.
BE IT FURTHER RESOLVED that if the City approves and executes the attached Amendment on or
before November 1, 2017, then the Oakland County Board of Commissioners directs its Chairperson to
execute the Amendment by November 6, 2017.
BE IT FURTHER RESOLVED that if the City does not approve and execute the Amendment on or before
November 1, 2017, then the County's offer for the Amendment expires.
BE IT FURTHER RESOLVED that if the City does not approve and execute the Amendment on or before
November 1, 2017, then the Oakland County Board of Commissioners directs and authorizes the Director
of Facilities Management to immediately exercise the option to extend the term of the Lease for an
additional five (5) years by providing written notice to the City.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of thA6regoing
resolution. "--•n
ommissioner Phillip Weipert, District #8
hairperson Planning and Building Committee
PLANNING AND BUILDING COMMITTEE
Motion carried unanimously on a roll call vote with Dwyer, Jackson and Quarles absent.
FISCAL NOTE .(MISC. #17269) September 28, 2017
BY: Commissioner Thomas Middleton, Chairperson, Finance Committee
IN RE: FACILITIES MANAGEMENT AMENDMENT TO LEASE AGREEMENT WITH CITY OF TROY FOR
52-4 DISTRICT COURTHOUSE TO EXTEND TERM FOR 15 YEARS OR TO EXERCISE THE OPTION TO
EXTEND THE CURRENT LEASE FOR 5 YEARS
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. Resolution authorizes an Amendment (Amendment #1) between the County of Oakland and the City
of Troy to the original twenty (20) year lease for the 52/4 District Courthouse (MR. #96263).
2. If the City of Troy approves and executes Amendment #1, the lease term will be extended for an
additional fifteen (15) years.
3. If the City of Troy does not approve and execute the Amendment #1 on or before November 1, 2017,
the existing lease provides an option to extend for five (5) years upon written notice to the City of Troy
180 days prior to the expiration of the lease.
4. A budget amendment is not required at this time as the existing budget reflects the continuation of the
lease.
Commissioner Thomas Middleton, District #4
Chairperson, Finance Committee
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
ADR REVIEW SIGN OFF — Department of Facilities Management
RESOLUTION TITLE: Department of Facilities Management - Amendment to Lease Agreement with City
of Troy for 52-4 District Courthouse to Extend Term for 15 Years or to Exercise the
Option to Extend the Current Lease for 5 Years
DEPARTMENT CONTACT PERSON: Paul Zachos 8-5380 /Jody Hall 8-0555
DATE: 8/29/2017
DEPARTMENT REVIEW
Department of Human Resources:
Approved (No Committee) - Heather Mason (8/2812017)
Corporation Counsel:
Approved —Jody Hall (8/28/2017)
Department of Management and Budget:
Approved — Lynn Sonkiss (8/29/2017)
AMENDMENT #1 TO LEASE
BETWEEN
THE COUNTY OF OAKLAND AND
THE CITY OF TROY
This First Amendment (1' Amendment) is entered into this -2j6 day of 5c(akmt5-'et" 20
between the County of Oakland, located at 1200 North Telegraph Road, Pontiac, MI 48341
("Tenant") and the City of Troy located at 500 West Big Beaver, Troy, M148084 ("Landlord").
BACKGROUND
A. The Parties entered into a lease that commenced on June 10, 1999 ("Lease"). The original term of
the Lease will expire on June 10, 2019.
B. The Parties desire to amend the Lease by extending the original term.
C. In consideration of the mutual covenants contained herein, the Parties agree to amend the Lease as
follows:
1st AMENDMENT
§1. Lease. The Parties entered into a lease with a commencement date of June 10, 1999
("Lease"). The Parties agree that the date of the certification of occupancy for the Premises
is June 10, 1999, which is the commencement date of the Lease. The Lease is attached as
Exhibit A to this 1 st Amendment and fully incorporated herein.
§2. Term of Lease. Paragraph 2.1 of the Lease is deleted in its entirety and replaced with the
following language: "The term of this Lease shall commence upon the date upon which the
Landlord obtains a certification of occupancy for the Premises, and shall end on June 10,
2034 (hereinafter referred to as the "Original Term")?
§3. Notices. All notices, requests, demands, and other communications required by the Lease shall
be made to the following at the addresses below:
To Tenant: Oakland County Board of Commissioners
1200 North Telegraph
Pontiac, MI 48341
and
Oakland County Department of Facilities Management
Attention: Property Manager
1 Public Work Drive
Waterford, MI 48328
To Landlord: City of Troy, City Manager
500 West Big Beave Road
Troy, M148084
Page 1 of 3
Lease Amendment
Final Version
City of Troy, City Attorney
500 West Big Beave Road
Troy, MI 48084
and
City of Troy Senior Right of Way Representative
500 West Big Beave Road
Troy, MI 48084
§4. Continued Effect. All other terms and conditions of the Lease shall continue with full
force and effect, except as modified herein.
§5. Entire Agreement. This jst Amendment and the terms and conditions of the Lease,
attached as Exhibit A, constitute the entire agreement and understanding between Landlord
and Tenant and supersedes any and all other prior oral or written understandings,
communications, or agreements between Landlord and Tenant.
Page 2 of 3
Lease Amendment
Final Version
IN WITNESS NVHEREOF, " 1414 l'hereby acknowledges that s/he is authorized ‘AlL/3
by the County of Oakland to execute this 1 s' Amendment.
TENANT: County of Oakland
Date:
Subscribed and sworn to before me on the 2B day of Sepieftjoe.,/ , 2011
JOANN M. STRINGFELLOW
Notary Public - State of Michigan
'County of Oakland
My Commission Expires June 28, 2020
Acting in the County of
No Public, 3 o tuk. - 444 1.1-15L3
Oakland County, Michigan
My Commission Expires: Co -2 S • ZD
Acting in the County Oakland
IN WITNESS WHEREOF, nnne NT. si tpr hereby acknowledges that
s/he is authorized by the City of Troy to execute this 1st Amendment.
LANDLORD: City of Troy
By:
°bane M. Srater, , Mayor
Date: September 11, 2017
Subscribed and sworn to before me on the ( V‘n day of r3epitrr1i:er , 20(7.
0 1 \VO 68tet44.N'` otary P lic
Oakland County, Michigan
My Commission Expires: Mq 3, 201
Acting in the County of Oakland)
Page 3 of 3
Lease Amendment
Final Version
500 West Big Beaves
Troy. Mi 48084
torni,gov
CITY OF TROY
OAKLAND COUNTY, MICHIGAN
RESOLUTION
At a Regular meeting of the Troy City Council held on Monday, September 11, 2017, the following
Resolution was passed:
1-5 Renewal of Lease Agreement Between the City of Troy and the County of Oakland
(introduced by: Lori Grigg Bluhm, City Attorney)
Resolution•#2017-09-142
Moved by Pennington
Seconded by McCown
BE IT RESOLVED, That Troy City Council hereby APPROVES the attached Amendment #1 To
Lease Between the County of Oakland and the City of Troy for the 52-4 Judicial District Courthouse;
this Amendment extends the term of the Lease Agreement until June 10, 2034.
BE IT FURTHER RESOLVED, That Troy City Council hereby AUTHORIZES the Mayor and City
Clerk to EXECUTE the attached Amendment #1 on behalf of the City of Troy.
Yes: A11-7
No: None
MOTION CARRIED
I, M. Aileen Dickson, duly appointed City Clerk of the City of Troy; do hereby certify that the foregoing
constitutes a true and complete copy of a resolution adopted by the Troy City Council at a Regular
Meeting duly called and held on Monday, the Eleventh day of September, 2017.
fl1 t. Duciew)
M. Aileen Dickson, MMC, CMMC
City Clerk
11/5/96
--zys;‹,
EXHIBIT A
-
LEASE AGREEMENT
BETWEEN
THE CITY OF TROY
AND
THE COUNTY OF OAKLAND
This Lease is made and entered into this day of
, 1996, by and between the City of Troy, whose address is
500 West Big Beaver Road, Troy, Michigan, 48.084, hereinafter
referred to as "Landlord" and the County of Oakland, a Michigan
Municipal and Constitutional Corporation, whose address is 1200
N. Telegraph Road, Pontiac, Michigan, 48341, hereinafter referred
to as "Tenant", and
Whereas, Landlord is the owner of certain property on its
Civic Center site located at 520 W. Big Beaver Road, Troy,
Michigan, known as the Community Center, and
Whereas, the Tenant is desirous of entering into a lease for
the Community Center and surrounding parking areas, hereinafter
referred to as the "Leased Premises", and described in Exhibit A,
for the provision of a court building to house the 52-4 District
Court; and
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS SET
FORTH HEREIN, IT IS MUTUALLY AGREED BY THE PARTIES HERETO AS
FOLLOWS:
EXHIBIT A
Leased Premises
1.1 Landlord, in consideration of Tenant renovating and
expanding the Leased Premises to be utilized as a court
facility and in conSideratiorl of the Tenant agreeing to
pay the maintenance and upkeep costs of the facility as
described in Paragraph 3.1 does hereby lease unto
Tenant, and the Tenant hereby rents from the Landlord,
the Leased Premises to be renovated and expanded on the
Troy Civic Center site containing approximately 32,400 1
gross sq. ft. of space as described in Exhibit A
attached hereto and made a part hereof, which is the
"Courthouse Retrofit Feasibility Study 52 hd District
Court 4 th Division by Strat Associates dated April 1,
1996 for Oakland County.
2. Term of Lease
2.1 The term of this Lease shall commence upon the date
upon which the Landlord obtains a certification of
occupancy for the Premises, and shall end on the date
twenty (20) years after such commencement date
(hereinafter referred to as the "Original Term").
2.2 In the event the Tenant holds over after the
termination of this Lease, the tenancy shall be from
month-to-month in the absence of a written agreement to
the contrary. All other terms and, conditions of this
1 Gross square footage of structure will be adjusted to reflect actual footage
'upon completion.
2
EXHIBIT A
lease shall remain in effect and without modification
during the holdover period.
2.3 The Landlord hereby grants to the Tenant the option, at
Tenant's sole discretion, to- extend this Lease for an
additional five (5) year period (hereinafter referred
to as the "Second Term") provided Tenant gives notice
in writing to Landlord at least 180 days prior to
expiration of the Original Term of Tenant's intention
to exercise the option. The Second Term shall commence
on such date as the Original Term ends.
2.4 This lease can be extended for successive five (5) year
periods upon mutual agreement of the parties.
3. Rent and Premise Maintenance Fees
3.1 During the term of this Lease, Tenant shall pay
Landlord monthly fees as set forth herein. In addition
to the fixed capital maintenance fee, the Tenant shall
also pay adjustable fees for building maintenance,
custodial services, site work maintenance and
insurance. These adjustable fees will apportion to the
Tenant the pro-rated cost for such expenses incurred by
the Landlord for the Leased Premises at a rate in
proportion to the Landlord's cost of providing these
costs, services and materials to the civic center
complex. The monthly fees will be adjusted (up or
3
EXHIBIT A
down) annually to reflect any change in the Landlord's
fiscal year costs in the following categories, but in
no event will any increase in one (1) year exceed six
(6) percent. The categories included in the fees are as
follows and include the fees payable to the Landlord
for the first 12 months of this Lease:
1. Annual Fees - To be paid monthly in 12 equal monthly
payments by Tenant.
A. Building Maintenance/ $108,216
Custodial Services and
Capital Maintenance
$3.34 sq. ft. x 32,400 sq. ft.2
B. Site Work Maintenance 44,388
Site Cost Based on 153,000 sq ft. at all
Civic Center Buildings
$1.37 sq. ft. x 32,400 sq. ft.
C. Liability/Property Insurance
$157,604
The monthly fees shall be in lieu of any rent payable
to Landlord by Tenant.
3.2 In the event that the 52 nd District Court, 4 th Division,
is required to move from the Leased Premises due to
circumstances beyond the control of the County (e.g.,
by action of the State of Michigan through its
legislature or by direction of, the State Supreme
Court), then the Landlord and Tenant shall attempt to
negotiate another mutually agreeable use for the Leased
Premises. If no mutually agreeable use can be
2 The adjustable portion of the rate per square foot is equal to $2.34 of the
quoted rate.
4
EXHIBIT A
achieved, then, in order that the Tenant not be
penalized by the actions occurring beyond its control,
and in light of the fact that the Leased Premises will
remain in the ownership of Landlord, the following
economic adjustments shall be made:
A. From the total project cost of renovating and
expanding the Leased Premises to operate as a
district court (which costs shall not include the
items anticipated to be removed by Tenant) there
shall be deducted the sum of Four Hundred Thousand
and no/100 Dollars ($400,000), which represents
the payments that the City of Troy will make in
accordance with the bond payment schedule to
retire the bonds on the Leased Premises.
B. The resulting sum from Paragraph (a) will then be
amortized on the basis of a twenty (20) year
straight line depreciation. The Landlord will
then be responsible for paying to Tenant one-half
of the depreciation not taken for the number of
years remaining on the Lease.
C. Landlord shall have the option of paying to Tenant
the remaining sum from Paragraph (b) either in one
lump sum payment or over a mutually agreed upon
period of time but in no case longer than the
remainder of the original lease period with per
EXHIBIT A
annum interest based on the interest paid on the
published ninety (90) days United States Treasury
Bond interest rate.
3.3 Tenant shall pay the monthly fees to the Landlord
within 30 days after the end of each calendar month
beginning with the month the Tenant occupies the Leased
Premises.
4. Use of Premises
4.1 It is understood and agreed between Landlord and Tenant
that during the term of this lease the Leased Premises
will be used by the Tenant only for 52-4 District Court
purposes and related Probation services.
4.2 In addition to the Leased Premises, Landlord agrees to
provide sufficient parking to satisfy the requirements
of public use of the Leased Premises and for employee
parking, but in any event no less than 227 dedicated
parking spaces.
4.3 Landlord shall permit Tenant to install and operate
receivers/transmitters (for microwave or other wireless
communications equipment) on the exterior of the Leased
Premises for 52-4 District Court purposes only provided
that the installation of any such equipment,
receivers/transmitters, or microwave dishes or other
wireless communications equipment, shall not interfere
in any way, both now or in the future, with the
6
EXHIBIT A
Landlord's communications equipment use and provided
that such equipment complies with Landlord's , rooftop
screening requirements, which do not interfere with the
use of Tenant's equipment, as well as other federal,
state, and local laws. In addition, and with the same
provisions and conditions, Tenant shall be permitted to
use Landlord's existing on-site Tower facility for as
long as the Tenant uses the tower for 52-4 District
Court communications devices as described above,
provided the tower can accommodate the proposed
communications equipment without modification to the
tower or shelter, unless Landlord agrees in writing to
such modification. All problems relating to
communications conflicts with Tenant's communications
equipment and Landlord's use will be resolved and
corrected by and at the expense of Tenant. In the event
any such conflict between Landlord's use and Tenant's
communications equipment cannot be resolved to
Landlord's satisfaction in a timely manner, then
Tenant's equipment will be removed by the Landlord at
Tenant's expense.
4.4 Tenant shall have the right to access Landlord's Fiber
Optic Transmission System, if capacity is available,
provided that Tenant pays its pro-rata capitalization
cost for system construction and access, so long as
7
EXHIBIT A
that access does not hinder use and needs of Landlord.
Tenant shall supply any and all equipment needed for
connection to Landlord's Fiber Optic Transmission
System at Landlords rates in effect at the time of
usage. Problems relating to Tenant's use of the
Landlord's Fiber Optic Transmission System will be
resolved and corrected by and at the expense of Tenant.
Failure by the Tenant to correct problems with the
fiber optic transmission system in a timely fashion as
determined by the Landlord will result in Landlord's
action to make the necessary correction of the problems
at the expense of Tenant.
5. Maintenance, Expenses, Utilities and Repairs
5.1 Landlord agrees to provide, and shall be responsible
for all custodial services in accordance with Exhibit
"B" attached hereto and made part hereof.
5.2 Landlord agrees to provide complete maintenance and
operation of mechanical and electrical systems,
including such incidental items as heating/cooling
adjustments, light bulb replacements, leaky faucet and
clogged drain repairs, etc. Tenant will be responsible
for repairs and maintenance of communications and
communications connections, alarm installation and
service, audio and visual aid wiring and service,
computer wiring and service etc.
8
EXHIBIT A
5.3 Landlord is also responsible for trash removal, snow
and ice removal from sidewalks, steps and parking
areas, complete parking lot maintenance, and lawn care
services, which are to be provided at the same level
Landlord provides these services for its other
buildings and areas on the Civic Center campus.
5.4 Facility-related items that affect the health, safety,
and welfare of the occupants shall be repaired or
replaced on a timely basis by the Landlord. The Tenant
shall notify the Landlord of such items, as well as
ether known problems, in the structure or grounds, both
verbally and in writing, in a timely manner.
5.5 All utilities into the Leased Premises will be metered
separately and Tenant will be responsible for those
charges, on a monthly basis.
5.6 Landlord shall maintain and keep in good repair the
roof, ceilings, walls, floors, foundations, electrical
and plumbing systems, sidewalks, parking areas,
exterior glass, heating and cooling systems at the
Premises.
6. Renovation/Expansion/Modification
6.1 Tenant agrees to be fully responsible for the cost of
all renovations, additions, improvements, structural
changes, build-out costs or other modifications
9
EXHIBIT A
required to operate the Leased Premises as a district
court facility.
6.2 Tenant shall notify Landlord in writing of any future
building modifications required to operate the Leased
Premises as a district court facility. Tenant will
adhere to all local ordinances including permit
requirements for all modifications. Further, Tenant
must also seek written approval from Landlord for any
building modifications greater than $10,000 and/or
which may cause a lien to be placed upon Landlord's
property, which approval will not be unreasonably
withheld.
6.3 Tenant shall provide at its own expense all furniture,
telephone, computers, and other equipment and fixtures
it deems necessary in conjunction with its use and
occupancy of the Leased Premises. Tenant shall be
solely responsible for the maintenance and repair of
all such property. Such equipment and fixtures,
computers, telephones, etc., shall remain the property
of Tenant.
7. Condition of Premises Upon Surrender By Tenant
7.1 Landlord agrees that upon surrender of the Leased
Premises by Tenant, Landlord will accept all
alterations constructed by Landlord for utilization of
the Leased Premises as a court facility, and all
10
EXHIBIT A
alterations made by Tenant pursuant to paragraph 6.1
during the course of and prior to the termination of
this Lease.
7.2 All structural alterations, -additions or improvements,
made to the Leased Premises and fixtures attached to
the structure and/or premises by either Landlord or
Tenant, shall be the property of the Landlord and shall
remain upon and be surrendered with the Leased
Premises. All furniture, loose cables, equipment,
computer, computer equipment and peripherals of this
Lease shall be and remain the sole property of Tenant,
and shall be retained and removed by Tenant upon the
termination of this Lease, provided that the removal
process does not cause additional damage to the
interior or exterior of the building or grounds beyond
normal wear and tear without first obtaining Landlord's
written approval.
8. Access by Landlord For Inspecting, Repairing and Emergencies
8.1 Landlord shall have access to the Leased Premises for
the purpose of inspecting, repairing and/or maintaining
the Leased Premises; provided, however, that Landlord
shall use its best efforts not to disrupt the usual
operations of Tenant at the Leased Premises. The Court
Administrator will be notified in the event of
11
EXHIBIT A
emergency repairs to be performed after normal working
hours.
9. Insurance and Indemnification
9.1 Landlord shall maintain Coauercial General Liability
Insurance or self-insurance with' respect to the Leased
Premises, at its own expense, in at least the amount of
Five Million and 00/100 Dollars ($5,000,000.00)
Combined Single Limit coverage per occurrence. Tenant
shall be an additional insured on such policy, and
Landlord shall provide Tenant with an appropriate
Certificate of Insurance ,evidencing such insurance
coverage.
9.2 Tenant shall maintain Commercial General Liability
Insurance or self-insurance with respect to the Leased
Premises, at its own expense, in at least the amount of
Five Million and 00/100 Dollars ($5,000,000.00)
Combined Single Limit coverage per occurrence.
Landlord shall be an additional insured on such policy,
and Tenant shall provide Landlord with an appropriate
Certificate of Insurance evidencing such insurance
coverage. In addition, Tenant shall also maintain a
.policy of Property insurance covering Tenant's contents
and improvements and betterments therein.
9.3 Landlord shall maintain at its own cost a policy of
property insurance covering the Leased Premises for all
12
EXHIBIT A
risks of peril with a replacement cost feature, and if
possible on an agreed amount basis or in compliance
with applicable co-insurance replacement value limits
requirement, and shall include Tenant as their interest
may appear.
9.4 Both the Landlord and the Tenant shall maintain
Worker's Compensation Insurance in compliance with
Michigan statutes and Employee Liability coverage with
a minimum limit of One Hundred Thousand Dollars
($100,000.00).
9.5 Tenant shall hold harmless, indemnify, and defend
Landlord from and against any and all liability, loss,
damage, demands, costs, expense (including, without
limitation, reasonable attorney fees), judgments,
penalties, fines, or claims of whatsoever nature, by
third parties, arising out of any Tenant's activities,
or any use Of the Leased Premises by Tenant, including
but not limited to, direct service delivery to be
carried out by the Tenant on the Leased Premises, or
injuries attributable to Tenant's negligence, or the
negligence of Tenant's employees or agents, except for
claims arising out of the negligence of Landlord.
Landlord shall provide Tenant prompt notice of any
claims.
13
EXHIBIT A
9.6 Landlord shall hold harmless, indemnify, and defend
Tenant from and against any and all liability, loss,
damage, demands, costs, expense (including, without
limitation, reasonable attorney fees), judgments,
penalties, fines, or claims of whatsoever nature, by
third parties, arising out of any activities of
Landlord, or its agents and employees, in the
performance of this agreement, except for claims
arising out of the negligence of Tenant. Tenant shall
provide Landlord prompt notice of any claims.
9,7 In the event that liability to a third party(s) arises
as a result of activities conducted jointly by the
Landlord and the Tenant in fulfillment of their
responsibilities under this agreement, such liability,
loss, or damage shall be borne by the Landlord and the
Tenant in relation to each party's responsibilities
under these joint activities, provided that nothing
herein shall be construed as a waiver of any
governmental immunity by the Landlord or Tenant, or
their employees, respectively, as provided by common
law, statute or court decisions.
10. Damage or Destruction By Fire or Other Casualty
10.1 In the event of fire or other damage to the Leased
Premises, Tenant and Landlord hereby release each other
and their agents, from any and all liability or
14
EXHIBIT A
responsibility to each other or anyone claiming through
or under them by way of subrogation or otherwise for
any loss or damage to property caused by fire or any
other perils insured in ex-isting insurance policies
covering such property, even if such loss or damage
shall have been caused by the fault or negligence of
the Tenant or Landlord, or anyone for whom the Tenant
or Landlord may be responsible provided, however, that
this release shall be applicable and in force and
effect only to the extent that such release shall be
lawful at that time and in any event only with respect
to loss or damage occurring during such times as the
Tenant's and Landlord's insurance policies shall
contain a clause or endorsement to the effect that any
such release shall not adversely affect or impair said
policies or prejudice the right of the Tenant or
Landlord to recover thereunder. Landlord and Tenant
agree that they will request their insurance carriers
to include in their policies such a clause or
endorsement and shall provide a written confirmation of
this clause or endorsement from its insurance carrier
to each other prior to the execution of this Lease.
10.2 If the Leased Premises are partially damaged or
destroyed during the first ten (10) years of this
Lease, Landlord shall repair or reconstruct the
15
EXHIBIT A
building. In that event, during the period of repair
or reconstruction of the building, all payments to
Landlord under this lease shall cease until the
building is more than 50% functional and capable of
performing district court functions, at which time all
payments by Tenant to Landlord shall resume and shall
be prorated pursuant to the amount of square footage
available to be used for court functions. If the
Leased Premises are totally destroyed, Landlord shall
use its best efforts to locate and make available from
its public grounds an adequate temporary facility for
Tenant to use during the time that a permanent facility
is being located, Provided that, if such temporary
facility space is owned by Landlord, it must be vacant
and available, and provided that Tenant's occupancy of
Landlord's space will not be for more than 30 months
without the written permission of Landlord. If such a
temporary facility is located, then the parties shall .
renegotiate rent and expenses based upon the cost and
type of facility obtained.
10.3 If after the first ten (10) years of this Lease, the
Leased Premises are partially damaged to the extent of
more than 50% of its replacement cost, Landlord shall
have the option of repairing or reconstructing the
16
EXHIBIT A
building or, in lieu, to pay to Tenant a sum based upon
the following economic adjustment schedule.
A. From the total project cost of renovating and
expanding the Leased Premises to operate as a
district court (which cost shall not include
Tenant's contents) there shall be deducted the sum
of $400,000, which represents the payments that
the Landlord will make in accordance with the bond
payment schedule to retire the bonds on the
premises.
B. The resulting sum from paragraph A will then be
amortized on the basis of a 20 year straight line
depreciation.
C. Landlord shall have the option of paying to Tenant
the remaining sum from paragraph B either in one
lump sum payment or over a mutually agreed upon
period of time, but not longer than the remainder
of the Original Term with per annum interest based
upon the published 9d day United States Treasury
Bond interest rate. If the Landlord elects to
repair or reconstruct the building, all payments
to Landlord under this Lease shall cease until the
building is more than 50% functional and capable
of performing district court functions at which
time all payments by Tenant to Landlord under this
EXHIBIT A
Lease shall be prorated pursuant to the amount of
square footage available to be used for court
functions.
10.4 If after the first' ten (10)- years of this Lease, the
Leased Premises are partially damaged to the extent of
less than 50% of replacement cost, and the Leased
Premises can be utilized on a diminished basis as a
district court facility; and, the building and
improvements can be reconstructed within 180 days of
the damage; then, the Landlord shall repair or
reconstruct the Leased Premises after which Tenant
shall repair its improvements and betterments which are
not part of the building.
10.5 If the Landlord and Tenant are unable to agree as to
the extent of destruction or amount of damage as a
result of the Leased Premises being partially damaged
or destroyed within 45 days of the damage, then within
15 days of the expiration of the 45 day period, the
parties will submit to binding arbitration and an
independent arbitrator will be appointed from the
American Arbitration Association, who shall make a
decision within 60 days of appointment.
11. Default
11.1 In the event of a default by either the Landlord or the
Tenant, the Party alleging the default shall mail to
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EXHIBIT A
the other Party details of the alleged default and
allow thirty (30) days to correct same.
12. Rights to be Cumulative
12.1 It is agreed that each and everyone of the rights,
remedies and benefits provided by this Lease shall be
cumulative, and shall be exclusive of any other said
rights, remedies and benefits allowed by law. One or
more waivers of any covenant or condition by the
Landlord shall not be construed as a waiver of a
further breach of the same covenant or condition.
13. Addresses for Written Notice
13.1 Whenever under this Lease a provision is made for
notice of any kind it shall be deemed sufficient notice
and service thereof if such notice to the Tenant from
the Landlord is in writing addressed to the County of
Oakland, Oakland County Building Authority at 1200
North Telegraph Road, Pontiac, Michigan, 48341, and
deposited in the mail with postage prepaid; and if such
notice to the Landlord from the Tenant is necessary it
shall be done in writing and addressed to the City of
Troy Manager with copies to the City Attorney and the
Senior Right of Way Representative, all at the
following address: 500 West Big Beaver Road, Troy,
Michigan 48084_
19
EXHIBIT A
13.2 Any notice or other communication required or desired
to be given hereunder shall be deemed to have been
sufficiently given for all purposes if delivered
personally to the Party to whom the same is directed,
or if sent by registered or certified mail, postage and
charges prepaid, addressed to the address of such party
as set forth above. Any notice which is served
personally shall be deemed to be given on the date on
which the same is actually served, and any notice which
is sent by mail shall be deemed given two (2) days
after the same is deposited in a regularly maintained
receptacle for the deposit of United States mail,
addressed as provided in the immediately preceding
sentence. Any party may change its address , for
purposes of this Lease by giving the other party notice
thereof in the manner hereinbefore provided for the
giving of notices.
14. Governing Law
14.1 This Lease shall be interpreted under and governed by
the laws of the State of Michigan.
14.2 It is agreed that use of the Leased Premises for
district court purposes and related probation services
are governmental functions and it is the intention of
the parties hereto that this Lease shall not in any
manner be construed to waive the defense-s. of
20
EXHIBIT A
governmental immunity which either or both of the
parties possessed prior to the execution of this Lease.
15. Assignment of Lease
15.1 In the event the State of M'ichigan, by action of its
legislature or by direction of the Michigan Supreme
Court, takes over and assumes responsibility for the
Fifty-second District Court Control Unit, or otherwise
modifies the Fifty-second District Court Control Unit,
then Tenant may assign its interest in this Lease to
the sate of Michigan, or any other organizational
structure contemplated under state statute or court
determination for the operation of the Fifty-second
District Court Control Unit, which assignment shall
have the force and effect of transferring all of the
liabilities and obligations of the Tenant under this
Lease to the new entity.
15.2 All other uses other than those stated for district
court and its related probation services are prohibited
unless agreed to in writing by the Landlord.
16. Third Party Beneficiaries
16.1 It is the intention of the Parties hereto, that this
Agreement is not made for the benefit of any third
party and for no other purpose than use of the Leased
Premises as a district court and related probation
services, unless the Landlord and Tenant mutually agree
21
EXHIBIT A
to a different use pursuant to paragraph 3.2 of this
Lease.
17. Miscellaneous
17.1 The covenants, conditions and agreements made and
entered into by the Parties hereto are declared binding
on their respective heirs, successors, representatives
and assigns.
18. Compliance with Law
18.1 Tenant agrees, at its own expense, to promptly comply
with all applicable federal and state and local laws
and regulations affecting the Leased Premises,
including any barrier-free and ADA requirements.
18.2 Upon completion and occupancy of the renovated
structure as described in this Lease, any future
changes to local ordinances, initiated by the Landlord,
which would require an immediate alteration to the
premises as a result of such ordinance, which are not
also mandated by state or federal law, will be paid for
by the Landlord. Any future alterations or additions
to the premises requested and/or made by the Tenant
will comply with the local ordinances or laws in effect
at the time of the alteration or addition, as well as
state and federal laws.
22
EXHIBIT A
19. Signs
19.1 Tenant may attach, install, or erect such signs on the
exterior and interior walls of the Leased Premises at
its own expense as may be netessary in connection with
the conduct of Tenant's business at the Leased
Premises, provided that all such signs shall conform to
the signage then in use by Landlord, both on and in
buildings, on the Civic Center Campus, and they comply
with Troy City Codes and Ordinances.
20. Taxes
20.1 It is agreed between the parties that inasmuch as they
are both Michigan municipal corporations, which are
exempt from paying taxes on governmental buildings,
that no taxes shall attach to Tenant's Leasehold
interest in the Leased Premises.
21. Eminent Domain
21.1 If the whole of the Leased Premises shall be taken by
any public authority under the power of eminent domain,
then the term of this Lease shall cease as of the day
possession shall be taken by such public authority. If
less than the whole but more than thirty-five percent
(35%) of the Premises shall be taken by any public
authority under the power of eminent domain, then
either party hereto shall have the right to terminate
this Lease by written notice to the other within thirty
23
EXHIBIT A
(30) days after the day possession shall be taken by
such public authority, in which event neither party
hereto shall have any further liability or obligation
hereunder. In the event -neither party elects to
terminate this Lease, the Lease term shall cease only
on the part so taken as of the day possession shall be
taken by such public authority, and thereafter the
fixed annual rent hereunder shall be reduced in
proportion to the amount of the Leased Premises taken.
22. Quiet Enjoyment
22.1 Upon payment by Tenant of the rents herein provided,
and upon the observance and performance of all of the
terms, conditions and covenants required of Tenant
hereunder, Tenant shall peacefully and quietly hold and
enjoy the Leased Premises for any term of this Lease
without hindrance or interruption by Landlord or any
person legitimately by, through or under Landlord,
subject, nevertheless, to the terms and conditions cf
this Lease.
23. Liens
23.1 Prior to occupancy of the Leased Premises by the 52-4
District Court, the Landlord agrees to have discharged
all encumbrances on the Leased Premises; however, the
municipal bonds currently encumbering the Leased
24
EXHIBIT A
Premises will be retired as stated in paragraph 3,2 of
this Lease.
24. Modifications
24.1 This Lease may be modified or amended only by the
written agreement of Landlord and Tenant.
25. Severability
25.1 If any provisions of this Lease, or the application
thereof, to any extent becomes invalid or
unenforceable, the remainder of this Lease, or the
application of such provision to the parties or
circumstances other than those to which it is invalid
or unenforceable, shall not be affected thereby, and
each provision of this Lease shall be valid and
enforceable to the fullest extent permitted by Law.
26. Waiver
26.1 One (1) or more waivers of any covenant, condition or
agreement by Landlord shall not be construed as a
waiver of a subsequent breach of the same covenant,
condition or agreement. No breach of a covenant,
condition or agreement of this Lease shall be deemed to
have been waived by Landlord unless such waiver be in
writing signed by Landlord.
27. Entire Agreement
27.1 This Lease and Exhibits constitute the entire agreement
of the parties with respect to the Premises, and all
25
By:
John Wulloch, Chairman of
the Bard of Commissioners
Date :
26
EXHIBIT A
prior negotiations, agreements and understandings,
either oral or written, are merged.
28. Court Security
28.1 The City of Troy 'Police Department does not provide
general courtroom security. Attached is Exhibit C
which outlines the specific security services the
Landlord will provide.
IN WITNESS WHEREOF, the Parties hereunto have set their hands the
day and year first above written.
WITNESSED BY; THE CITY OF TROY
A Michigan Municipal Corporation,
as LANDLORD
By:
Tamara Renshaw, City Clerk
Date:
IN WITNESS WHEREOF, John McCulloch , Chairperson of the
Oakland County Board of Commissioners, hereby accepts and binds
the County pf Oakland to the terms and conditions of this lease
on this day of /*--Te , 1997.
WITNESSED BY: COUNTY OF OAKLAND, a Michigan
Municipal and Constitutional
Corporation, ap TENANT
7,441/
Resolution #17269 September 28, 2017
Moved by Hoffman Supported by Quarles the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Crawford. Dwyer, Fleming, Gershenson, Gingell, Hoffman, Kochenderfer, KowaII, Long,
McGillivray, Middleton, Quarles, Taub, Tietz, Weipert, Woodward, Zack, Berman, Bowman. (19)
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).
I HEREBY AP P ROV E THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 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 28,
2017, 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 28th day of September, 2017.
Lisa Brown, Oakland County