HomeMy WebLinkAboutResolutions - 1996.08.08 - 24682MISCELLANEOUS RESOLUTION #96171 July 18, 1996
BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON
In RE: DEPARTMENT OF FACILITIES MANAGEMENT, LEASE AGREEMENT WITH
CLINTON VALLEY COUNCIL OF BOY SCOUTS OF AMERICA, INC.
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
MR. CHAIRPERSON, LADIES, AND GENTLEMEN:
WHEREAS, the County of Oakland, per Miscellaneous Resolution No. 81146
entered into a lease agreement for 2.038 acres of vacant land with the Clinton Valley
Council of Boy Scouts of America, Inc. in 1981 on the Service Center area; and
WHEREAS, the said Clinton Valley Boy Scouts of America constructed a building
and made other improvements upon this leased parcel for use of its Administrative Offices
located at 1100 County Center Drive, Waterford, Michigan 48328; and
WHEREAS, said lease was for a term of 15 years starting July 1, 1981, and
ending June 30, 1996; and
WHEREAS, the Clinton Valley Boy Scouts of America is desirous of renewing its
lease agreement with the County of Oakland; and
WHEREAS, terms of the lease agreement shall be for 15 years with a 10-year
renewal; and
WHEREAS, the Departments of Corporation Counsel and Facilities Management
have reviewed the proposed documents and recommend their approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners approves the attached lease agreement between the County of Oakland
and the Clinton Valley Boy Scouts of America, Inc.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners
directs its chairperson or its designee to execute said lease agreement.
Mr. Chairperson, on behalf of the Planning and Building Committee, I move the
adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
BOY SCOUTS OF AMERICA LEASE
OF
OAKLAND COUNTY SERVICE CENTER REALTY
This BOY SCOUT LEASE OF OAKLAND COUNTY SERVICE CENTER REALTY (hereafter this
"Lease") is made by and between the COUNTY OF OAKLAND, a Michigan Municipal and
Constitutional Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341, (hereafter
"Landlord") and the CLINTON VALLEY COUNCIL BOY SCOUTS OF AMERICA, INC. , a
Nonprofit Corporation, 1100 County Center Drive W, Waterford, Michigan, 48343, (hereafter
"Tenant").
JNTRODUCTION
The Landlord is the owner of certain real property located in Waterford, Michigan commonly
known as the "Oakland County Service Center". For approximately15 years, through a lease
agreement, the Landlord has leased that portion of the Oakland County Service Center,
described below, to the Tenant for Tenant to locate its administrative offices. The Tenant has
constructed a building and made other improvements upon this leased parcel of the Oakland
County Service Center. Currently, upon Landlord's real property, the Tenant owns, maintains
and occupies the building which is commonly referred to as the "CLINTON VALLEY COUNCIL
BOY SCOUTS OF AMERICA, 1100 County Center Drive W, Waterford, Michigan, 48343. This
agreement supersedes the prior lease agreements, clarifies the rights and obligations of the
parties, and establishes new Lease terms and conditions.
NOW THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. PREMISES
In consideration of the obligation of Tenant to pay rent as herein provided,, and in consideration
of the other terms, provisions, and covenants hereof, Landlord hereby leases to Tenant, and
Tenant hereby leases from Landlord, the following described real property, and as shown and
- outlined on the drawing attached hereto as Attachment A (hereafter the "Premises"):
All that part of the N.E. % of Section 24, T3N, R9E, Waterford Township,
Oakland County, Michigan described as: Commencing at the intersection of the
E & W % line of said Section 24, with the Easterly right of way line of County
Service Drive West, 66 ft. Wide; thence along said Easterly right of way line, N
00°05'59" E 770 ft. To the point of beginning; thence continuing along said East
right of way line, N 00°05'59" E 294 ft.; thence S 89°45'16" E 257.67 ft.; thence
S 43°55'24" E 173.26 ft.; thence S 46°04'36" W 243.58 ft.; thence N 89°45'16"
W 202.93 ft. To the point of beginning, containing 88,809.67 sq. Ft. or 2.03879
acres of land and subject to all easements of record, if any.
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 1
2. USE
Tenant agrees to use the Building and/or Premises for the purposes of "general office use" in
connection with the administrative offices and daily business activities of Tenant and/or
providing services and programs to its client population. Tenant may also chose to make the
facility available, free of charge, for occasional use by other governmental, not for profit or
charitable, agencies. Tenant will not occupy or use, nor permit any portion of Building and/or
Premises to be occupied or used, for any business or purpose other than that described above
or for any use or purpose which is unlawful in part or in whole and Tenant shall immediately
cease and desist from such use, paying all costs and expense resulting therefrom.
3. MA
The term of this Lease shall be for fifteen (15) years effective upon and commencing on the
date this Lease is executed by the Chairperson of the Oakland County Board of Commissioners
or his authorized designee.. This Lease may be renewed by Tenant for a period not to exceed
ten (10) years under these same terms and conditions.
4. gull
Upon commencement of this Lease, Tenant agrees to pay the Landlord for the above described
Premises the sum of One Dollar ($1.00), which except as otherwise provided herein shall
constitute the total rent for the term of this Lease. As further and material consideration to the
Landlord to enter into this Lease, the Tenant agrees and warrants that upon expiration of this
Lease or upon its cancellation or termination, the Tenant shall, at the Landlord's sole option and
discretion, either
a. Convey to Landlord, at no further cost or expense to Landlord, full and complete
ownership and title to any and all Tenant's structures (including the Building), fixtures,
additions, improvements, partitions, or personalty erected or remaining on the Premises
and such structures (including the Building), fixtures, alterations, additions,
improvements and partitions shall become the property of Landlord as of the date of
termination of this Lease, and title shall pass to Landlord under this Lease as by a Bill of
Sale. Tenant further agrees that upon notice from Landlord, Tenant shall promptly
prepare and/or execute any and all such other documents or writings Landlord deems -
necessary to confirm the change in ownership of all such property. Tenant shall, in such
event, deliver the Premises with all improvements located thereon in good repair and
condition, reasonable wear and tear excepted, broom clean and free of all debris; or
b. Remove, at Tenant's sole cost and expense, any and all Tenant's structures
(including the Building), fixtures, additions, improvements, partitions, materials,
equipment, refuse, and/or personalty erected or remaining on the Premises aid restore
the Premises, except for planting materials and landscaping, to such condition as
existed before any structures (including the Building), fixtures, additions, improvements,
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 2
partitions, and/or personalty were erected or installed by Tenant on the Premises.
Tenant agrees that all such removals and restoration shall be accomplished in a good
workmanlike manner by contractors approved in writing by Landlord so as not to
otherwise damage the Premises or other Landlord property or structures.
5. ASSIGNMENT AND SUBLETTING
Tenant shall not have the right to assign, transfer or pledge this Lease, nor grant any license or
concessions, nor sublet the whole or any pad of the Building and/or Premises, whether
voluntarily or by operation of law, and not permit the use or occupancy of the Building and/or
Premises by anyone other than Tenant, without prior written consent of Landlord which consent
may be withheld by Landlord in its sole discretion, for any reason, whatsoever, including, but
not limited to, the proposed transferee's proposed use of the Building and/or Premises.
Notwithstanding any Landlord approved assignment or subletting, Tenant shall at all times
remain directly, primarily and fully responsible and liable for the payment of the rent herein
specified and for compliance with all of its other obligations under the terms, provisions and
covenants of this Lease. Any Tenant assignment or subletting, approved by Landlord, shall be
subordinate and likewise subject to the terms and conditions contained in this Lease and shall
be similarly binding upon any assignee or subtenant. In addition to, but not in limitation of,
Landlord's right to approve of any subtenant or assignee, Landlord shall have the option, in its
sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease
as of the date any proposed subletting or assignment is to be effective.
6. LANDLORD MAINTENANCE AND UTILITIES
The Landlord and Tenant may, by a separate written agreement, contract for utilities,
maintenance and operations, including, but not limited to, water, sewer, gas, steam, electrical
and telephone utilities, building maintenance, custodial services, security services, and trash
pickup services. Absent a separate written agreement, Tenant shall be solely responsible for
providing and promptly paying all charges for water, gas, heat, electricity, telephone, sewer,
and any other utility used or furnished to the Tenant. Landlord shall have no obligation to
furnish or supply Tenant with any utilities.
" 7. GROUND MAINTENANCE
As part of this agreement, the Landlord will provide, and the Tenant will pay for, ground
maintenance around the building as regularly provided to the other County buildings. This will
include normal winter and summer services, include such things as snow removal, salting of the
walkways and driveways, lawn mowing and fertilizing, regular plantings and maintenance of the
sprinkler system. These services will be provided on a time and materials basis. The Landlord
will provide Tenant with itemized monthly billings which are to be paid within 30 days. The cost
of ground maintenance is not to exceed $8,800.00 for the first year of this Lease. For the
remainder of the Lease, the annual cost for ground maintenance will not increase by more than
10% of the actual cost of the previous year.
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 3
8. EQUIPMENT AND FURNISHINGS
Tenant shall provide, at its own expense, all telephone systems, furniture and equipment it
deems necessary in connection with its use and occupancy of the Premises. Tenant shall be
solely responsible for the maintenance and repair of all such property.
9. TERMINATION
Tenant shall have the right to cancel this Lease upon ninety (90) days written notice to the
Landlord by registered mail.
10. LICENSES AND PERMITS
Tenant shall at its own cost and expense promptly obtain any and all licenses and permits
necessary for any permitted use. Tenant shall comply with all governmental laws, ordinances
and regulations applicable to the use and its occupancy of the Building and/or Premises, and
shall promptly comply with all governmental orders and directives for the correction, prevention
and abatement of any violations or nuisances in or upon, or connected with, the Building and/or
Premises, all at Tenant's sole expense. If, as a result of any change in the governmental laws,
ordinances, and regulations, the Building and/or Premises must be altered to lawfully
accommodate Tenant's use and occupancy, such alterations shall be made only with the
consent of Landlord, but the entire cost shall be borne by Tenant; provided, that, the necessity
of Landlord's consent shall in no way create any liability against Landlord for failure of Tenant to
comply with such laws, ordinances and regulations.
11. TENANT MAINTENANCE
Tenant will maintain the Building (including all fixtures installed by Tenant and plate glass),
parking lots and sidewalks in good repair, reasonable wear and tear excepted, and in a clean
and healthful condition, and comply with all laws, ordinances, orders, rules, and regulations
(state, federal, municipal, and other agencies or bodies having any jurisdiction thereof) with
reference to condition, or occupancy of the Building and/or Premises. Any repairs or
replacements shall be at Tenant's sole cost and expense, with materials and workmanship of
the same character, kind and quality as the original. In the event that the Tenant does not •
maintain the building, parking lot and sidewalks in the same manner as indicated, the Landlord
shall have the right to enter upon the premises and do those acts necessary to restore the
condition. The charge for the actual cost for such maintenance will be billed to the Tenant and
Tenant agrees to pay those charges within 30 days from the date of the receipt of the bill.
Tenant will not, without the prior written consent of Landlord, install any exterior lighting or
decorations, or install any signs, billboards, posters, window or door lettering or advertising
media or posting of any kind or type on or about the Building and/or Premises.
12. LANDLORD RULES
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 4
The Tenant agrees and warrants that it shall forfeit any and all rights under this Lease if Tenant
violates any reasonable rule or regulation governing the Premises which may from time to time
be adopted by the Landlord. Any and all Landlord written rules and regulations, changes, and
amendments shall be binding upon Tenant upon delivery of a copy of same to the Tenant.
Tenant shall be responsible for the compliance with such rules and regulations by Tenant's
agents, employees and invitee(s) which relate to the Premises including the Building, parking
areas and related facilities. Landlord shall at all times have the right to change or make
additional rules and regulations as necessary in the Landlord's sole and reasonable judgment.
13. TENANT CONDUCT
Tenant will conduct his business and control his agents, employees and invitee(s) in such a
manner as not to create any nuisance, nor interfere with, annoy, or disturb other tenants of
Landlord. Tenant shall pay upon demand as additional rent the full cost of repairing any
damage to the Building and/or Premises or adjacent and contiguous Landlord property resulting
from and/or caused in whole or in part by the negligence or misconduct of Tenant, its agents,
servants, employees, patrons, invitee(s), customers, or any other person entering upon the
Building and/or Premises as a result of Tenant's business activities or resulting from Tenant's
default hereunder.
14. LANDLORD ACCESS
Tenant shall permit Landlord (or its agents) reasonable access to the Building and/or Premises
to erect, use, maintain, repair and replace pipes, cables, conduits, plumbing, vents, telephone,
electric and other wires or other items which pass under, in, to or through the Building and/or
Premises, as and to the extent that Landlord, in its sole discretion, may deem necessary or
appropriate for the proper operation and maintenance of the Building and/or Premises.
Landlord shall have the right to enter the Building and/or Premises at any reasonable time, for
the following purposes: (i) to ascertain the condition of the Building and/or Premises; (ii) to
determine whether Tenant is diligently fulfilling Tenant's responsibilities under this Lease; or (iii)
to do any other act or thing which Landlord deems reasonable to preserve the Premises and/or
Building. Landlord shall make its best effort to provide Tenant with eight (8) hours notice for
any inspections except in the case of an emergency.
15. LIABILITY
Landlord shall not be liable for and Tenant hereby agrees to indemnify and hold Landlord
harmless from any and all losses, claims, suits, damages, liabilities, costs and expenses,
including attorney's fees, arising out of any claim of injury or damage on or about the Building
and/or Premises caused by the negligence or misconduct or breach of this Lease by Tenant, its
employees, subtenants, invitee(s) or by any other person entering the Building and/or Premises
under express or implied invitation of Tenant or arising out of Tenant's use of the Building
and/or Premises. Landlord shall not be liable to Tenant or Tenant's agents, employees,
invitee(s) or any person entering upon the Building and/or Premises in whole or in part because
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 5
of Tenant's use of the Building and/or Premises for any damage to persons or property due to
condition, design, or defect in the Building and/or Premises or its mechanical systems which
may exist or occur, and Tenant assumes all risks of damage to such persons or property.
Landlord shall not be liable or responsible for any loss or damage to any property or person
occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war,
court order, requisition or order of governmental body or authority, or other matter beyond
control of Landlord, or for any injury or damage or inconvenience, which may arise through
repair or alteration of any part of the Building and/or Premises, or failure to make repairs, or
from any cause whatever except Landlord's willful acts or gross negligence.
16. INSURANCE
Tenant shall procure and maintain throughout the term of this Lease, at Tenant's sole cost and
expense, a policy of Insurance in form and substance satisfactory to Landlord insuring both
Landlord and Tenant against all claims, demands or actions arising out of or in connection with:
(i) the Building and/or Premises; (ii) the condition of the Building and/or Premises; (iii) Tenant's
operations in and maintenance and use of the Building and/or Premises; and (iv) all Tenant's
liability assumed under this Lease; the limits of such policy to be in the amount of not less than
$1,000,000 per occurrence in respect of injury to persons (including death) and in the amount of
not less than $250,000 per occurrence in respect of property damage or destruction, including
loss of use thereof. The policy shall include the following as minimum requirements: broad form
property damage, premises/ operations and blanket broad form contractual. Any coverage
afforded the County of Oakland shall apply as primary and not excess to any insurance issued
in the name of the County of Oakland, et al. Such policy shall be procured by Tenant from
responsible insurance companies satisfactory to Landlord. Any and all deductibles in the above
described insurance policies shall be assumed by and be for the account of and at the sole risk
of the leasee. A certified copy of such policy, together with receipt evidencing payment of the
premium, shall be delivered to Landlord prior to the commencement date of this Lease. The
insurance company(s) issuing the policy or policies shall have no recourse against the County
of Oakland for payment of any premiums or for assessments under any form of policy. Not less
than thirty (30) days odor to the expiration date of such policy, a certified copy of a renewal
thereof (bearing notations evidencing the payment of the renewal premium) shall be delivered
to Landlord, such policy shall further provide that not less than thirty (30) days' written notice
'shall be given to Landlord before such policy may be cancelled or changed to reduce the
• insurance coverage provided.
17. WAIVER OF SUBROGATION
Tenant hereby releases the Landlord from any and all liability or responsibility to the Tenant 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 existing insurance policies
covering such property, even if such loss or damage shall have been caused by the fault or
negligence of the Landlord, or anyone for whom the Landlord may be responsible provided,
however, that this release shall be applicable and in force and effect only to the extent that such
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 6
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 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 to recover thereunder and then only to the extent of the
insurance proceeds payable under such policies. Tenant agrees that it will request its
insurance carriers to include in its policies such a clause or endorsement and shall provide a
written confirmation of this clause or endorsement from its insurance carrier to Landlord prior to
the execution of this Lease. If any extra cost shall be charged therefor, Tenant shall advise the
Landlord of the amount of the extra cost, and the Landlord, at its election, may pay the same,
but shall not be obligated to do so. If the Landlord fails to pay such extra cost, the release
provisions of this paragraph shall be inoperative to the extent necessary to avoid invalidation of
Tenant's insurance.
18. FIRE AND CASUALTY DAMAGE
If the Building, improvements, or Premises are rendered partially or wholly untenantable by tire
or other casualty, and if such damage cannot, in Landlord's reasonable estimation be materially
restored within ninety (90) days of such damage, then Landlord may, at its sole option,
terminate this Lease as of the date of such fire or casualty. Landlord shall exercise its option
provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty.
For purposes hereof, the Building, improvements or Premises shall be deemed "materially
restored" if they are in such condition as would not prevent or materially interfere with Tenant's
use of the Premises for the purpose for which it was then being used. In no event shall
Landlord be required to rebuild, repair or replace any part of the partitions, fixtures, additions
and other improvements which may have been placed in or about the Building and/or Premises
by Tenant. In the event of any damage or destruction to the Building and/or Premises by any
peril covered by the provisions of this Paragraph, Tenant shall, upon notice from Landlord,
remove forthwith, at its sole cost and expense, such portion or all of the property belonging to
Tenant from such portion or all of the Building and/or Premises as Landlord shall request and
Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and
expenses, including attorney's fees, arising out of any claim of damage or injury as a result of
any alleged failure to properly secure the Building and/or Premises prior to, during, or after such
removal.
19. CONDEMNATION
If any substantial part of the Building and/or Premises should be taken for any public or quasi-
public use under governmental law, ordinance or regulation or by right of eminent domain, or
Tenant's use is otherwise restricted or limited by any such governmental action, and the taking
would prevent or materially interfere with the use of the Building and/or Premises for the
purpose intended in this Lease, this Lease shall terminate effective when such governmental
taking shall occur in the same manner as is the date of such taking were the date originally
fixed in this Lease for the expiration of the term hereof.
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 7
20. HOLDING OVER
Tenant will, at the termination of this Lease by lapse of time or otherwise, yield up immediate
possession to Landlord. If Tenant retains possession of the Building and/or Premises or any
part thereof after such termination, then Landlord may, at its option, serve written notice upon
Tenant that such holding over constitutes either. (i) creation of a month to month tenancy, upon
the terms and conditions set forth in this Lease, or (ii) creation of a tenancy at sufferance, in
any case upon the terms and conditions set forth in this Lease; provided, however, that the
monthly rental (or daily rental under (ii)) shall, in addition to all other sums which are to be paid
by Tenant hereunder, whether or not as additional rent, be equal to TEN THOUSAND
($10,000.00) DOLLARS being paid monthly to Landlord under this Lease (prorated in the case
of (ii) on the basis of a 365 day year for each day Tenant remains in possession). If no such
notice is served, then a tenancy at sufferance shall be deemed to be created at the rent in the
preceding sentence. Tenant shall also pay to Landlord all damages sustained by Landlord
resulting from retention of possession by Tenant of the Building and/or Premises. The
provisions of this paragraph shall not constitute a waiver by Landlord of any right of re-entry as
herein set forth; nor shall receipt of any rent or any other act in apparent affirmance of the
tenancy operate as a waiver of the right to terminate this Lease for a breach of any of the
terms, covenants, or obligations of Tenant herein.
21. QUIET ENJOYMENT
Landlord represents and warrants while Tenant is paying the rental and performing all of its
other covenants and agreements herein set forth, Tenant shall peaceably and quietly have,
hold and enjoy the Premises for the term hereof without hindrance or molestation from Landlord
subject to the terms and provisions of this Lease. Landlord shall not be liable for any
interference or disturbance by other tenants or third persons, nor shall Tenant be released from
any of the obligations of this Lease because of such interference or disturbance. Interruptions
of any service resulting in whole or in part from any cause or causes beyond the reasonable
control of Landlord shall not be deemed an eviction or disturbance of Tenant's Lease and
possession of the Premises or any part thereof, or render Landlord liable for damage by
abatement of rent or otherwise or relieve Tenant from performance of Tenant's obligations
under this Lease.
22. EVENTS OF DEFAULT
The following events shall be deemed to be events of default by Tenant under this Lease:
a. Tenant shall fail to comply with any terms, provision or covenant of this Lease
other than by failing to pay, when or before due, any sum of money becoming due to be
paid to Landlord hereunder, and shall not cure such failure within twenty (20) days
(forthwith, if the default involves a hazardous condition) after written notice thereof to
Tenant; or
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGES
b. Tenant shall abandon or vacate any portion of the Building and/or Premises or
fail, at any time, for a consecutive period of thirty (30) days to utilize the Building and/or
Premises for the purposes indicated above. In such event Tenant shall forfeit all rights
in the Building and/or Premises, this Lease shall automatically terminate, and Landlord
shall be immediately entitled to exercise his option for immediate peaceful possession or
removal and restoration as described herein; or
c. Tenant shall fail to vacate the Building and/or Premises immediately upon
termination of this Lease, by lapse of time or otherwise, or upon termination of Tenant's
right to possession only; or
d. The leasehold interest of Tenant shall be levied upon under execution or be
attached by process of law or Tenant shall fail to contest diligently the validity of any lien
or claimed lien and give sufficient security to Landlord to insure payment thereof or shall
fail to satisfy any judgment rendered thereon and have the same released, and such
default shall continue for ten (10) days after written notice thereof to Tenant; or
e. Tenant shall become insolvent, admit in writing its inability to pay its debts
generally as they become due, file a petition in bankruptcy or a petition to take
advantage of any insolvency statute, any court decree adjudicating Tenant as bankrupt,
make an assignment for the benefit of creditors, make a transfer in fraud of creditors,
apply for or consent to the appointment of a receiver of itself or of the whole or any
substantial part of its property, or file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws, as now in effect or hereafter amended,
or any other applicable law or statute of the United States or any state thereof; or
f. Tenant shall fail to use the Building and/or Premises, or any improvements
thereon described and subject to this Lease for the benefit of all Tenant's clients,
patrons, invitee(s), employees, and visitors without regard to race, color, sex, and/or
creed or in any manner which is inconsistent with any persons state or federal civil right
under any state or federal law, regulation, or established protected legal right.
23. REMEDIES
Upon the occurrence of any of such events of default described in this Lease, Landlord shall -
have the option to pursue any one or more of the following remedies without any notice or
demand whatsoever
a. Landlord may, at its election, terminate this Lease;
b. Upon any termination of this Lease, whether by lapse of time or otherwise, or
upon any termination of Tenant's right to possession without termination of the Lease,
Tenant shall surrender possession and vacate the Building and Premises immediately to
Landlord, and Tenant hereby grants to Landlord full and free license to enter into and
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 9
upon the Building and Premises in such event with process of law and to repossess
Landlord of the Building and Premises as of Landlord's former estate and to expel or
remove Tenant and any others who may be occupying or within the Building and
Premises and to remove any and all property therefrom, without being deemed in any
manner guilty of trespass, eviction or forcible entry or detainer, and without incurring any
liability for any damage resulting therefrom, Tenant hereby waiving any right to claim
damage for such reentry and expulsion, and without relinquishing Landlord's right to rent
or any other right given to Landlord hereunder or by operation of law;
c. Landlord may, at Landlord's option, enter into and upon the Building and/or
Premises, with process of law, if Landlord determines in its sole discretion that Tenant is
not acting within a commercially reasonable time to maintain, repair or replace anything
for which Tenant is responsible hereunder and correct the same, without being deemed
in any manner guilty of trespass, eviction or forcible entry and detainer and without
incurring any liability for any damage resulting therefrom and Tenant agrees to
reimburse Landlord, on demand, as additional rent, for any expenses which Landlord
may incur in thus effecting compliance with Tenant's obligations under this Lease;
d. Any and all property which may be removed from the Building and/or Premises
by Landlord pursuant to the authority of law, to which Tenant is or may be entitled, may
be handled, removed and stored, as the case may be, by or at the direction of Landlord
at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible
for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon
demand, any and all expenses incurred in such removal and all storage charges against
such property so long as the same shall be in Landlord's possession or under Landlord's
control. Any such property of Tenant not retaken by Tenant from storage within thirty
(30) days after removal from the Building and/or Premises shall, at Landlord's option, be
deemed conveyed by Tenant to Landlord under this Lease as by a Bill of Sale without
further payment or credit by Landlord to Tenant.
e. Upon any termination of this Lease, whether by lapse of time or otherwise,
Landlord shall be entitled to recover as damages, all rent, including any amounts treated
as additional rent hereunder, and other sums due and payable by Tenant on the date of
termination, plus the sum of (i) an amount equal to the then present value of the rent,
including any amounts treated as additional rent hereunder, and (ii) any other sums -
provided herein to be paid by Tenant relating to recovery of the leased Premises, and
(iii) any cost Landlord incurs in performing any other covenants which would have
otherwise been required to be performed by Tenant including, but not limited to the
removal of the Building and the restoration of the Premises as provided for in this Lease.
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 10
• •
24. WAIVER
Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies
herein provided or any other remedies provided by law (all such remedies being cumulative),
nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due
to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any
terms, provisions and covenants herein contained. No waiver by Landlord of any breach or
violation of any of the terms, provisions, and covenants herein contained shall be deemed or
construed to be a waiver of any other breach or violation of any other term, provision, or
covenant herein contained. No failure or delay on the part of Landlord in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall a single or partial
exercise of any right, remedy, power or privilege preclude any other or further exercise of any
other right, remedy, power or privilege. Landlord's acceptance of the payment of rental or other
payments hereunder after the occurrence of any event of default shall not be construed as a
waiver of such default, unless Landlord so specifically notifies Tenant of such a waiver in
writing.
25. LANDLORD'S LIABILITY
in no event shall Landlord's liability for any breach of this Lease exceed the amount of rental
then remaining unpaid for the then current term (exclusive of any renewal periods which have
not then actually commenced). This provision is not intended to be a measure or agreed
amount of Landlord's liability with respect to any particular breach, and shall not be utilized by a
court or otherwise for the purpose of determining any liability of Landlord hereunder, except
only as a maximum amount not to be exceeded in any event.
26. IMPROVEMENTS
The Tenant agrees and warrants that no additional buildings, structures, or improvements, of
any kind, which exceed Five Thousand Dollars ($5,000.00) in cost or value in any calendar
year, shall be contracted for, undertaken, constructed or made without first submitting such
building plans to and having the written approval of the Landlord's Director of Facilities
Management, or his agent.
27. ALTERATIONS
All improvements to the Building and/or the Premises shall be installed at the sole cost and
expense of Tenant. All alterations, additions, or improvements proposed by Tenant shall be
constructed in accordance with all governmental laws, ordinances, rules and regulations and
Tenant shalt, prior to construction, provide such assurances to Landlord, including but not
limited to, waivers of lien, surety, company performance bonds and personal guarantees of
individuals of substance, as Landlord shall require to assure payment of the costs thereof and
to protect Landlord against any loss from any mechanics', laborers', materialmen's or other
liens.
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 11
28. MECHANIC'S AND OTHER LIENS
Tenant covenants and agrees that it will not permit any liens or encumbrances of any kind or
nature whatsoever to attach to the Building and/or Premises. Tenant shall have no authority,
express or implied, to create or place any lien or encumbrance of any kind or nature
whatsoever upon, or in any manner to bind, the interest of Landlord in the Building and/or
Premises, including those who may furnish materials or perform labor for any construction or
repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the
leasehold interest granted to Tenant by this Lease. Tenant agrees to pay or cause to be paid
all sums legally due and payable by it on account of any labor performed or materials furnished
in connection with any work performed on the Building and/or Premises on which any lien is or
can be validly and legally asserted against its leasehold interest in the Building and/or Premises
or the improvements thereon and that Tenant will save and hold Landlord harmless from any
and all loss, liability, cost or expense based on or arising out of assorted claims or liens against
the leasehold estate or against the right, title and interest of the Landlord in the Building and/or
Premises or under the terms of this Lease. If any such lien shall remain in force and effect for
twenty (20) days after written notice thereof from Landlord to Tenant, Landlord shall have the
right and privilege of paying and discharging the same or any portion thereof without inquiry as
to the validity thereof, and any amounts so paid, including expenses and interest, shall be so
much additional rent hereunder due from Tenant to Landlord and shall be paid to Landlord
immediately on rendition of a bill therefor. Notwithstanding the foregoing, Tenant shall have the
right to contest any such lien in good faith and with all due diligence so long as any such
contest, or action taken in connection therewith, protects the interest of Landlord in the
Premises, and Landlord are, by the expiration of said twenty (20) day period, furnished such
protection, and indemnification against any loss, liability, cost or expense related to any such
lien and the content thereof as are satisfactory to Landlord.
29. NOTICES
Each provision of this Lease or of any applicable governmental laws, ordinances, regulations
and other requirements with reference to the sending, mailing or delivery of any notice or the
making of any payment shall be deemed to be complied with when and if any notice or other
document required or permitted to be delivered hereunder shall be deemed to be delivered
-whether actually received or not when deposited in the continental United States Mail, postage
prepaid, certified or registered mail, addressed to the individual who signed this Lease on -
behalf of the Landlord or Tenant or such individual's successor in office, at that respective
party's address as shown above, or to such other persons or address as they have theretofore
specified by written notice delivered in accordance herewith.
30. RIGHTS RESERVED TO THE LANDLORD
The Landlord reserves and may exercise the following rights without affecting Tenant's
obligations hereunder (i) to retain at all times pass keys for full access to Building and/or
Premises; (ii) to take any and all measures, including inspections, repairs, alterations,
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 12
decorations, additions and improvements to the Building and/or Premises, as may be
necessary or desirable for the safety, protection or preservation of the Building and/or Premises
or the Landlord's interests; and (iii) enter upon the Building and/or Premises and may exercise
any or all of the foregoing rights hereby reserved without being deemed guilty of an eviction or
disturbance of the Tenant's use or possession and without being liable in any manner to the
Tenant and without abatement of rent or affecting any of the Tenant's obligations hereunder.
31. HAZARDOUS SUBSTANCES
Tenant shall not cause or permit any Hazardous Substance to be used, stored, generated, or
disposed of on, in, or about the Building and/or Premises. If any Hazardous Substance is used,
stored, generated, or disposed of on, in, or about the Building and/or Premises, except
pursuant to Landlord's written consent, or if any part of the Building and/or Premises becomes
contaminated in any manner for which Tenant is legally liable, then Tenant shall indemnify and
hold Landlord harmless from any and all claims, damages, fines, judgments, penalties, costs,
liabilities, and/or losses (including, without limitation, any decrease in value of the Building
and/or Premises, damages caused by loss or restriction of the Premises, and any and all sums
paid for settlement of claims, attorney's fees, consultant fees, and export fees) arising during or
after the Lease term and arising in connection with such Hazardous Substance or
contamination. This indemnification includes, without limitation, any and all costs incurred
because of any investigation of the site or any cleanup, removal, or restoration mandated or
conducted by or on behalf of any federal, state, or local agency or political subdivision. Without
limitation of the foregoing, if Tenant causes or permits the presence of any Hazardous
Substance on the Building and/or Premises and that results in contamination, then Tenant shall
promptly, at its sole expense, take any and all necessary or appropriate actions to return the
Building and/or Premises to the condition existing prior to the presence of any such Hazardous
Substance. Tenant shall first obtain Landlord's written approval for any such remedial action.
As used herein, "Hazardous Substance" means any substance that is toxic, ignitable, reactive,
or corrosive or that is regulated by any local government, the State of Michigan, or the United
States Government. "Hazardous Substance" includes any and all material or substances that
are defined as "hazardous waste," "extremely hazardous waste," or a "hazardous substance" or
if otherwise discovered upon or in the Building and/or Premises would require any clean up,
removal or restrictions upon any future use of the Premises, either in whole or part, pursuant to
any state, federal, or local governmental law or regulation. "Hazardous Substance" includes
- but is not restricted to asbestos, polychlorobiphenyls ("PCBs") and petroleum products.
32. MISCELLANEOUS
In making this Lease the Landlord and Tenant also agree to the following terms and conditions:
g. Tenant acknowledges that no representations as to the condition, repair, or state
of the Building and/or Premises, nor promises to alter, remodel or improve the Building
and/or Premises have been made by Landlord, unless such are expressly set forth in
this Lease.
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 13
h. This Lease is made and entered into in the State of Michigan and shall in all
respects be interpreted, enforced and governed under the laws of the State of Michigan.
The language of all parts of this Lease is intended to and, in all cases, shall be
construed as a whole according to its fair meaning, and not construed strictly for or
against any party. As used in this Lease, words specific to one gender, the singular or
plural number, possessive or nonpossessive shall be deemed to include the other
whenever the context so suggests or requires.
I. The terms, provisions and covenants and conditions contained in this Lease
shall apply to, inure to the benefit of, and be binding upon, the parties hereto and upon
their respective heirs, legal representatives, successors and permitted assigns, except
as otherwise expressly provided herein. Landlord shall have the right to assign any of
its rights and obligations under this Lease and Landlord's grantee or Landlord's
successor shall upon such assignment, become "Landlord" hereunder, thereby freeing
and relieving the grantor or assignor of all covenants and obligations of "Landlord"
hereunder.
j. Tenant agrees to furnish promptly upon demand, a corporate resolution,
appropriate documentation, or other adequate proof of due authorization by Tenant or
Tenant's principal(s) that Tenant and/or Tenant's agent executing this Lease on
Tenant's behalf, were duly and fully authorized by Tenant to enter into this Lease.
Nothing herein contained shall give any other tenant in the Building and/or Premises any
enforceable rights either against Landlord or Tenant as a result of the covenants and
obligations of either party set forth herein.
k. The paragraph captions and numbers inserted in this Lease are for convenience
only and in no way define, limit or otherwise describe the scope or intent of this Lease,
or any provision hereof.
Al!I. obligations of Tenant hereunder not fully performed as of the expiration or
earlier termination of the term of this Lease shall survive the expiration or earlier
termination of the term hereof, including without limitation, all payment obligations and
all obligations concerning the condition of the Building and/or Premises and/or any
Tenant obligation to either convey or remove the Building and restore the Premises as -
provided for herein. Upon the expiration or earlier termination of the term hereof,
Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary: (i) to
repair and restore the Building and/or Premises as provided herein; and (ii) to discharge
any Tenant's obligation or unpaid costs, additional rent, or any other amounts due
Landlord including, but not limited to any Landlord incurred cost or expense in removing
the Building and the restoration of the Premises as may be part of Tenant's obligation
under this Lease. All such amounts shall be used and held by Landlord for payment of
such obligations of Tenant, with Tenant being liable for any additional costs upon
demand by Landlord, or with any excess to be returned to Tenant after all such
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 14
obligations have been determined and satisfied.
m. If any clause, phase, provision or portion of this Lease or the application thereof
to any person or circumstance shall be invalid or unenforceable under applicable law,
such event shall not effect, impair or render invalid or unenforceable the remainder of
this Lease nor any other clause, phase, provision or portion hereof, nor shall it affect the
application of any clause, phrase, provision or portion hereof to any other persons or
circumstances.
33. RELATIONSHIP OF THE PARTIES
Nothing contained in this Lease shall be deemed or construed as creating the relationship of
principal and agent or of partnership or joint venture between the parties hereto, it being
understood and agreed that neither the method of computing rent or any additional charges nor
any other provision herein nor any acts of the parties shall create any relationship between the
parties other than that of Landlord and Tenant.
34, CONCLUSION
This Lease, consisting of a total of Eighteen (18) pages (including Attachment A, which is
hereby incorporated and made part of this Lease), sets forth the entire Lease agreement
between the Landlord and the Tenant and fully supersedes any and all prior lease agreements
or understandings between them in any way related to the subject matter hereof. It is further
understood and agreed that the terms and conditions herein are contractual and are not a mere
recital and that there are no other agreements, understandings, contracts, leases, or
representations between the Landlord and the Tenant in any way related to the subject matter
hereof, except as expressly stated herein. This Lease shall not be changed or supplemented
orally and may be amended only by concurrent resolutions of the OAKLAND COUNTY BOARD
OF COMMISSIONERS and the Board of Directors of the CLINTON VALLEY COUNCIL BOY
SCOUTS OF AMERICA, INC.
TENANT: BOY SCOUTS OF AMERICA
LANDLORD: LEASE PAGE 15
Irt44-z VtkES‘GE-4.11"
CLINTON VALLEY COUNCIL BOY SCOUTS
OF AMERICA, INC.,
a Nonprofit Corporation (Tenant)
BY:
WITNESS:
STATE OF MICHIGAN
) ss
The foregoing instruments ac.knowleagea Derore m 1
XSTSvE4 rii.s4Lorreo 1.1*rsoa 5 g,i-rwo,
SCOUTS OF AMERICA, I .. a Nonprofit CorPoratior
s acknowledged before me thisj day of -Aso , 1996, by
..1"rua 5 lZi'fVEg, of the CLINTON VALLEY COUNCIL BOY
., a Nonprofit Corporation, on behalf of th - Corporatio
/ 46hiaz
rTd-COunty, Michigan
My Commission Expires: J. TIMOTHY PATTERSat
-dm Public, Oakland County. MIchlt
My Commission EXpire5 July 23, 1t.
Tf4Orn oci tl(rE14 Pft, 1E nfi
IN WITNESS WHEREOF, SI €'-)E-4) o1lin-13.40n163-1 E:N149.4 of the CLINTON
VALL§V COUNCIL BOY1COUTS OF AMERICA, INC., a Nonprofit Corporation, has been authorized by
the Z.Ask(i-tc tit a- 13 to execute this Lease on behalf of the CLINTON VALLEY
COUNCIL BOY SCOUTS OF AMERICA, INC., and hereby accepts and binds the Tenant to the terms and
conditions of this Lease on this -Zit day of "1-)(t)E. , 1996.
COUNTY OF OAKLAND
IN WITNESS WHEREOF, JOHN P. McCULLOCH, Chairperson of the Oakland County Board of
Commissioners, on behalf of the COUNTY OF OAKLAND, a Michigan Constitutional and Municipal
Corporation, hereby accepts and binds the Landlord to the terms and conditions of this Lease on this
day of ,1996.
WITNESS: COUNTY OF OAKLAND, a Michigan Municipal
and Constitutional Corporation (Landlord)
By:
JOHN P. McCULLOCH, Chairperson
Oakland County Board of Commissioners
STATE OF MICHIGAN
) ss
COUNTY OF OAKLAND
The foregoing instrument was acknowledged before me this day of , 1996, by
BOY SCOUTS OF AMERICA
LEASE PAGE 18
TENANT:
LANDLORD:
•
•
z/
• /
/
TENANT:
LANDLORD:
BOY SCOUTS OF AMERICA
LEASE PAGE Is
BOY SCOUTS OF AMERICA LEASE
OF
OAKLAND COUNTY SERVICE CENTER REALTY
AllLOME:IL&
Po
#.
•
•••7•Lr-
"1 I _IA f .... 1 /,...- .... t ..."..e 4 ....... ', •n
.61'-'..- .......—toP:-.1•-(... -...... ').1
4' i" 063
•••••• ••••,
*my
..,/ ......••••"' 1,
...
/ .--/ ofe,;(00 / " Ar
,, A, ,,_•... v..0-, ,
• 44". ' /
ee i ,
litO cd a lii.,o.c„csT,P ---....z .o. . •xl
1 v../' -vcsi9 •
. ; , toi !tee ' rul, • ----; 'VI
1 . • ......„ .? _
Ve‘ I I OP°
1
j. .. . . . . . ... \ \
je, .' 1 0,
v 1 1 /
Ores' • - • •
.....4Nlit\
t (
/ 4,
..C...") • . . . :,... • ....„
• / •
/
• ..
--...........-- . t
• / 0 ' Ori . / • •
• . ../ . 1
i 1 i
I, /104 . I .,:, Et" " \ 1 •
• t.o . • , •
• . 0,9 1 , 1 0! i I • //
1
e i
I ' . ..k. .
.1'
.1 ..". .
N • •
• / // •
/ & / .0.. / /
n••• t•••• ••••..." / . •
ar . . I 1 • • I PaRCet-44 ..•••' I" 1 - v
, I °'
, o.1 ./ .4,
1 °.)/ /10 01 ,
-ç4 f * .... - . # 1 • .
1/
I . I
• /......71 / // / 1 • / . e
. . . I / .....___...._ ...4---- l . .."
• 1 l''''"-"""-----2-4"...-..-""...--".--"4i '• . ri
1. % • . . \ ...
',...
.8/
- • ''''''' el .... • i '.... 4'. • . . , .
- - . • ' • N.1
"Ic4•7.f. .1"
1
1
1 I .
ei
et.
1..1 I la I
t
•
• / I
ms • )0'. • / .4'
l /
/
/
1
I. • 1
I'
I . I
#0 1 I ,
/ / / e•
/
/ i /
' "it
- ..... it' -‘'. — ------Zahzir. -••• - eieV.--7-=7"----F-7.t.t."
.... , ‘. . . . , • "... ......... ..,...:z,...._ • ..?.,..;„,..34.tve,........
;
0n731n1••••—•
ISO.", • Zt.1.10:.ro:7•n•771.11
FISCAL NOTE (M.R. #96171)
BY: FINANCE AND PERSONNEL COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - LEASE AGREEMENT WITH CLINTON
VALLEY COUNCIL OF BOY SCOUTS OF AMERICA, INC.
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-F of this Board, the Finance and Personnel
Committee has reviewed the above referenced resolution and finds:
1. The resolution authorizes a lease agreement between Oakland County
and the Clinton Valley Council of Boy Scouts of America, Inc. for
a period of 15 years for the building and property currently
occupied by the Boy Scouts on the southwest corner of Telegraph
and County Service Drive West.
2. Rent in the amount of one dollar ($1.00) shall be charged upon
commencement of the lease and will cover the entire term of the
lease. Any costs incurred by the County for utilities, grounds,
maintenance, etc. will be rebilled to the Boy Scouts.
3. No budget amendments are required.
FINANCE AND PERSONNEL COMMITTEE
F ORFGOIN C-: RE S t,:..p-110k
.;//
Date
--------
0 90
Resolution #96171 August 8, 1996
Moved by Palmer supported by Crake the resolution be adopted.
AYES: Kaczmar, Kingzett, Law, McCulloch, McPherson, Moffitt, Obrecht,
Palmer, Pernick, Powers, Schmid, Taub, Amos, Crake, Dingeldey, Douglas, Holbert,
Huntoon, Jacobs, Jensen, Johnson. (21)
NAYS: Garfield. (1)
A sufficient majority having voted therefor, the resolution was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lynn D. Allen, Clerk of the County of Oakland, 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 August 8, 1996 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 8th day pf Augus
D. Allen, County Clerk