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HomeMy WebLinkAboutResolutions - 1998.12.10 - 25344December 10, 1998 REPORT (Misc. #98336) BY: PUBLIC SERVICE COMMITTEE - DAVID L. MOFFITT, CHAIRPERSON IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - LEASE WITH OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY FOR PREMISES LOCATED AT 1200 N. TELEGRAPH, BUILDING 38E, PONTIAC, MI 48341 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: The Public Services Committee, having reviewed the above referenced resolution on December 1, 1998, recommends that the resolution be adopted. Chairperson, on behalf of the Public Services Committee, I move the acceptance of the foregoing Report. PUBLIC SERVICES COMMITTEE Public Services Committee Vote: Motion carried on unanimous roll call vote with Huntoon absent. , , December 10, 1998 MISCELLANEOUS RESOLUTION # 98336 BY: Planning and Building Committee, Charles E. Palmer, Chairperson IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - LEASE WITH OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY FOR PREMISES LOCATED AT 1200 N. TELEGRAPH, BUILDING 38E, PONTIAC, MI 48341 To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Oakland County Community Mental Health Agency has occupied the Premises for a number of years and wishes to continue to occupy the premises upon becoming Oakland County Community Mental Health Authority; and WHEREAS the Department of Facilities Management has negotiated for a lease arrangement with the Agency for use of said Premises when the Agency becomes an Authority on January 1, 1999, for a total space of 58,161 square feet including 211 parking spaces; and WHEREAS the rent payment due under the lease shall be made payable to the County of Oakland in equal monthly installments of $48,057.00 for the first year with all subsequent years to be negotiated annually. This amount shall include all utilities, maintenance, and janitorial services as well as parking; and WHEREAS the term of this lease shall be for a five-year period; and WHEREAS the Department of Facilities Management, along with Corporation Counsel, have reviewed the proposed lease. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves this five year lease for 58,161 square feet which shall be payable to the County of Oakland in equal monthly installments of $48,057.00 for the first year with all subsequent years to be negotiated annually. This amount shall include all utilities, maintenance, and janitorial services as well as parking for the Oakland County Community Mental Health Authority. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or designee to execute the necessary documents to effect the same. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. INING ( (( UILDING COMMITTEE Planning and Building Committee Vote: Motion carried unanimously on a roll call vote with Huntoon and Johnson absent. THE COMMUNITY MENTAL HEALTH AUTHORITY LEASE OF OAKLAND COUNTY SERVICE CENTER REALTY This COMMUNITY MENTAL HEALTH AUTHORITY LEASE OF THE PREMISES LOCATED AT 1200 N. TELEGRAPH, BUILDING 38E (hereinafter 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 OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY, a public government body (hereinafter "Tenant"). INTRODUCTION The Landlord is the owner of certain real property located in Pontiac, Michigan commonly known as the "1200 N. Telegraph, Building 38E". For a number of years, the Tenant has occupied that portion of the Oakland County Service Center, described below as the Department of Community Mental Health, for Tenant's use in operating a community mental health services program as a "county community mental health agency". The Tenant now enters into this Lease agreement with Landlord as a "community mental health authority" to occupy the premises described below for the purpose of operating a community mental health services program. 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 demises and leases to Tenant, and Tenant hereby accepts and leases from Landlord, for use in operating a community mental health services program, those certain premises at 1200 N. Telegraph, Building 38E, Pontiac, MI 48341(hereinafter "Premises"). The legal description of the Premises is provided in Attachment A. 1.a. USE Tenant agrees to use the Building and/or Premises solely and exclusively for the purposes of operating a community mental health services program. 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. 2. TERM The term of this Lease shall be for five (5) 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 and ending on at 11:59 P.M., on this same calendar date five (5) years thereafter unless terminated or extended pursuant to any provision hereof. This Lease may be renewed, by means of a new written agreement, upon such terms and conditions as then may be agreed upon by the Landlord and Tenant. 3. RENT Upon commencement of this Lease, Tenant agrees to pay the Landlord, $576,686.00, from January 1, 1999 until December 31, 1999, representing payment for the first year of the five year Lease term, which sum shah be payable by Tenant to Landlord in equal consecutive monthly installments of $48,057. on or before the first day of each month, in advance, without any prior demand therefore and without any deductions or set-offs whatsoever. Payments due under this Lease from Tenant to Landlord shall be paid at the address of Landlord set forth above, or at such other place as Landlord may designate in writing. All subsequent rates are to be re-negotiated yearly based upon experience and increased maintenance and operation costs. If the parties cannot agree on new rates for the remaining lease term, either party can terminate the lease as provided herein. As further and material consideration to this Lease, the Tenant agrees and warrants that upon termination of this Lease, upon its expiration, cancellation, termination, or otherwise, the Tenant shall, at the Tenant'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, fixtures, additions, improvements, partitions, or personalty erected or remaining on the Premises such structures, fixtures, alterations, additions, improvements and partitions shall become the property of Landlord as of the date of termination of this Lease, or upon earlier vacating of the leased Premises, 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 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, fixtures, additions, improvements, partitions, materials, equipment, refuse, and/or personalty erected or remaining on the Premises and restore the Premises, to such condition as existed before any structures, fixtures, additions, improvements, 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. 4. PARTIAL MONTH PRORATION Should the term of this Lease commence on a day other than the first day of a calendar month, then the rental for such month and the last month of the term hereof shall be prorated upon a daily basis based upon a thirty (30) day calendar month. 5. ASSIGNMENT AND SUBLETTING Tenant shall not have the right to assign or pledge this Lease, not grant any license or concessions, not sublet the whole or any part of the Building and/or Premises, whether TENANT: LANDLORD: LEASE PAGE 2 ,A.111LEASE.-1, 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 all 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 shall be responsible for all utilities, maintenance and operations, including, but not limited to, water, sewer, gas, steam, electrical and building maintenance, ground maintenance, parking lot maintenance, custodial services, and trash pickup services. Absent a separate written agreement, Landlord shall be solely responsible for providing and promptly paying all charges for water, gas, heat, electricity, sewer, and any other utility used or furnished to the Tenant. 7. EQUIPMENT AND FURNISHINGS Tenant shall provide, at its own expense, 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. 8. TERMINATION Notwithstanding any other provisions in the Lease, either Party shall have the right to cancel this Lease, for any reason, upon ninety (90) days written notice to the other Party by registered mail. 9. LICENSES AND PERMITS Tenant shall at its own cost and expense promptly obtain any and all licenses and permits necessary for any permitted use of Tenant's occupancy. 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 order 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 by the Landlord to comply with such laws, ordinances and regulations. TENANT: LANDLORD: LEASE PAGE 3 • .2roli.EASE ';1 10. LANDLORD MAINTENANCE Landlord will maintain the Building and/or Premises (including all fixtures installed by Tenant and plate glass) in good repair, 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 Landlord's sole cost and expense, with materials and workmanship of the same character, kind and quality as the original. 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. 11. LANDLORD RULES 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. Landlord shall provide Tenant a copy of all written rules and regulations. 12. 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 or 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. 13. LANDLORD ACCESS Tenant shall permit Landlord (or its agents) complete 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 TENANT: LANDLORD: LEASE PAGE 4 • ir..IHLEASE'.4 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. Landlord shall identify to Tenant all persons having access to the premises. 14. 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 of Tenant's use of the Building and/or Premises for any damage to persons or property due to condition, 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. 15. 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. Such policy shall be procured by Tenant from responsible insurance companies satisfactory to Landlord. 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. Not less than thirty (30) days prior 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. 16. 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 TENANT: LANDLORD: LEASE PAGE 5 covering such property, even if such loss or damage shall have been caused by the fault or negligence of the other 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 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. 17, FIRE AND CASUALTY DAMAGE If the Building, improvements, or Premises are rendered partially or wholly untenantable by fire or other casualty, and if such damage cannot, in Landlord's reasonable estimation be materially restored within ninety (90) days of such damage. then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty. Landlord shall exercise its option provided herein by written notice to Tenant within sixty (60) days of such fire or other casualty. For purposes hereof, the Building, 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. 18. 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, 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: LANDLORD: LEASE PAGES ,...11-L.Ease4. 19. 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 the current lease rate plus 5% of the current lease rate, 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. 20. 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 Building and/or 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. 21. 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 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 TENANT: LANDLORD: LEASE PAGE? !tutHLEAS 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. 22. 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 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; TENANT: LANDLORD: LEASE PAGES • 1HLEASe 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 Sate 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. 23. 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. TENANT; LANDLORD: LEASE PAGE 9 24. 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. 25. IMPROVEMENTS OR LIENS ON BUILDING The Tenant agrees and warrants that no additional buildings, structures, or improvements, of any kind, 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 successor or expressly authorized assign. The Parties acknowledge that they shall negotiate for the Landlord's possible performance of some alterations to the area commonly known as the kitchen. The costs for any such alterations will also be negotiated. 26. ALTERATIONS All improvements to the Building and/or the Premises shall be installed at the sole cost and expense of Tenant. Any and all such improvements to the Building and/or the Premises, of any kind, shall be made only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord's Director of Facilities Management, or his successor or expressly authorized assign, and only by Landlord or by contractors and subcontractors approved in writing by Landlord's Director of Facilities Management, or his successor or expressly authorized assign (which approval shall not be unreasonably withheld). All permanent alterations, additions, improvements and partitions, excluding window treatments and items not considered to be fixtures, erected or installed by Tenant shall be and remain the property of Tenant during the term of this Lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all alterations, additions, improvements and partitions erected by Tenant and restore the Building and/or Premises to its original condition by the date of termination of this Lease or upon earlier vacating'of the Building and/or Premises. All alterations, additions, or improvements proposed by Tenant shall be constructed in accordance with all governmental laws, ordinances, rules and regulations and Tenant shall, 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 frcm any mechanics',. laborers', materialmen's or other liens. 27. 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 TENANT: LANDLORD. LEASE PAGE 10 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. Any and all necessary performance or payment bonds must be approved by the Landlord prior to the commencement of work. 28. 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. 29. 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, 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. 30. HAZARDOUS SUBSTANCES TENANT: LANDLORD: LEASE PAGE 11 ...'JHLEASE.4 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. 31. MISCELLANEOUS In making this Lease the Landlord and Tenant also agree to the following terms and conditions: a. 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. b. 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. c. 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 TENANT: LANDLORD: LEASE PAGE 12 :!'.10.4LEASE 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. d. 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. e. 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. f. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the term of this Lease shall survive the expiration or earlier termination of the term hereof, 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 obligations have been determined and satisfied. g. 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. 32, 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. TENANT: LANDLORD: LEASE PAGE 13 OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY a Michigan Statutory Corporation (Tenant) name Fran Amos title CMHA Board Chairperson .t..IH.EASE" 4. 33. CONCLUSION This Lease, consistin g of a total of Sixteen (16) 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 an y wa y 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 OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY. IN WITNESS WHEREOF, Fran Amos ,CMHA Board Chairperson of the OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY, a Michigan Statutory Corporation, has been authorized by the CMHA Board to execute this Lease on behalf of the OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY, and hereby accepts and binds the Tenant to the terms and conditions of this Lease on this 25 day of February ,1999. STATE OF MICHIGAN ) ss COUNTY OF OAKLAND ) o.54 rea The foregoing instrument was acknowledged before me this .y of _ „ 1999, by 471785 , of the OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY, a Michigan Statutory Corporation, on behalf of the Corporation. LI ELAINE G. MCCRACKEN Notary Public, Oakland County, Michigan My Commission Expires: 5/19/2000 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 TENANT: LANDLORD: LEASE PAGE 14 Municipal Corporation, hereby accepts and binds the Landlord to the terms and conditions of this Lease on this /51.zd. day of _arar&itdie_. 1999. WITNESS: STATE OF MICHIGAN ) ) ss COUNTY OF OAKLAND ) COUNTY OF OAKLAND, a Michigan Municipal and Constititnal Corporation (Landlord) By: JOHN P \McICULLOCH, Chairperson Oakland obrity Board of Commissioners The foregoing instrument was acknowledged before me thishizkday of , 1999, by JOHN P. McCULLOCH, Chairperson of the Board of Commissioners of thetOUNTY OF OAKLAND, a Michigan Constitutional Corporation. on behalf of IN Corporation. .)8= ELAINE G. McCRACKEN Notary Public, Oakland County, Michigan My Commission Expires: 5/19/2000 TENANT: LANDLORD: LEASE PAGE 15 .1.:4,11-11.EASk4 OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY OF OAKLAND COUNTY SERVICE CENTER REALTY ATTACHMENT A TENANT: LANDLORD: LEASE PAGE 16 I " FISCAL NOTE (Misc. #98336) December 10, 1998 BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - LEASE WITH OAKLAND COUNTY COMMUNITY MENTAL HEALTH AUTHORITY FOR PREMISES LOCATED AT 1200 N. TELEGRAPH, BUILDING 38E, PONTIAC, MI 48341 TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-F of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. The resolution requests authorization and approval of an agreement to lease Building 38E, formerly known as the Community Mental Health Building, to the Community Mental Health (CMH) Authority, for a period of five years. 2. The Department of Facilities Management has negotiated for a lease arrangement with the Agency for use of said premises when the Agency becomes an Authority on January 1, 1999, for a total space of 58,161 square feet including 211 parking spaces. 3. The lease payment shall be payable to Oakland County in equal monthly installments of $48,057 for the first year, for a total annual cost of $576,684, with all subsequent years to be negotiated annually. This amount shall include all utilities, maintenance, and janitorial services as well as parking. 4. Revenue for Facilities Maintenance and Operations has been budgeted in 1999, and expense for CMH has been budgeted; therefore; no budget amendments are necessary. FINANCE COMMITTEE FINANCE COMMITTEE VOTE: Motion carried on a roll call vote with Garfield voting no. 0/04 0A -1 Resolution #98336 December 10, 1998 Moved by Palmer supported by Kaczmar the Public Services Committee Report be accepted. A sufficient majority having voted therefor, the report was accepted. Moved by Palmer supported by Kaczmar the resolution be adopted. AYES: Obrecht, Palmer, Taub, Wolf, Amos, Coleman, Douglas, Garfield, Gregory, Hoffman, Holbert, Huntoon, Jacobs, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch, McPherson, Millard, Moffitt. (22) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, G. William Caddell, 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 December 10, 1998 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 thls / Oth day of.December, 1998. AW.140.4M, G. William Caddell, County Clerk