HomeMy WebLinkAboutResolutions - 2004.02.05 - 27478aln
MISCELLANEOUS RESOLUTION # 04017 January 22, 2004
BY: Planning and Building Committee, Charles E. Palmer, Chairperson
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — REQUEST FOR APPROVAL OF LEASE
AGREEMENT WITH HD Development of Maryland, Inc., A Maryland Corporation c/o HOME DEPOT
FOR THE NEW COUNTY-WIDE RADIO SYSTEM
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland County Board of Commissioners, by MR #98308, recognized that the
County's current 800MHz radio system needed to be upgraded and expanded to encompass all public
safety agencies and to create interoperability between public safety agencies; and
WHEREAS the Oakland County Board of Commissioners, pursuant to MCL 484.1401 and MR
#99279, authorized the levy of a four (4%) percent emergency telephone operational charge to pay for a
new County-wide radio system that will have the ability to encompass all public safety agencies and
create interoperability between public safety agencies; and
WHEREAS to properly implement and operate the new County-wide radio system, the County will
need to build towers, lease land, and/or lease space on towers at sites throughout the County; and
WHEREAS it is the recommendation of the Departments of Facilities Management and
Information Technology that the Oakland County Board of Commissioners accept and approve the terms
and conditions of the attached Lease Agreement.
WHEREAS under the attached Lease Agreement, the County will construct, operate and maintain
a radio tower to be located at 225 Avon Road, Rochester Hills.
WHEREAS the initial term of the lease shall commence on January 1, 2004 and expire on
December 31, 2008. Rent for the term of the lease and three renewable terms shall be $200.00 per year.
WHEREAS the Departments of Facilities Management, Information Technology, and Corporation
Counsel have reviewed and/or prepared all necessary documents related to the attached lease agreement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and authorizes the attached lease agreement between the County of Oakland and HD
Development of Maryland, a Maryland Corporation ; c/o Home Depot.
BE IT FURTHER RESOLVED that the County of Oakland Board of Commissioners hereby directs
its Chairperson to execute the attached construction license and lease agreement between the County of
Oakland and HD Development of Maryland, a Maryland Corporation, c/o Home Depot.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
PLANNING AND BUILDING COMMITTEE
Planning & Building Committee Vote:
Motion carried on unanimous roll call vote
•
LEASE AGREEMENT
This LEASE (Lease) entered into this Z2 day of , 2004' , by the County of
Oakland, a municipal and Constitutional Corporation located at 1200 North Telegraph
Road, Pontiac, MI 48341 (Tenant) and HD Development of Maryland, Inc., a Maryland
corporation, do Home Depot U.S.A., Inc., located at 2455 Paces Ferry Road, NW,
Atlanta, GA 303394024 (Landlord).
BACKGROUND
A. Landlord is the owner in fee simple of a parcel of land located at 225 Avon Road, Rochester Hills,
MI, whose legal description is set forth in Exhibit A.
B. Tenant is a municipal and constitutional corporation desiring to lease the land, described in
Exhibit A, from Landlord for the construction of a 185 foot high monopole Tower to operate a
County-wide public safety radio system ("Tower") and for the placement of a generator and
shelter to locate the radio equipment, and for no other purpose including but not limited to, lease
to third parties.
C. In consideration of the mutual covenants contained in the Agreement, the Parties agree to the
following terms and conditions.
AGREEMENT
§1. Leased Site. Landlord leases to Tenant and Tenant leases from Landlord the real property
legally described on the attached Exhibit A (the "Land") together with a non-exclusive
easement for ingress, egress, and utilities over the adjacent real property legally described
on the attached Exhibit B (the "Access Easement"). The Land and the Access Easement are
collectively referred to as the "Site" and are reflected on Exhibit C.
§2. Proper Title. Landlord warrants that it has legal title to the Site or an assignable or
otherwise transferable possessory interest of such nature as to confer upon Tenant the same
full rights of occupancy as if Landlord had legal title. Landlord, at its sole expense, shall
defend Tenant against any claim challenging Landlord's right to confer upon Tenant the
right to occupy the Site; and Landlord shall, at its sole expense, satisfy any judgment
against Tenant arising from such claim.
§3. Term.
3.1. T 's Lease shall commence ongd4k, . I ,200 (Commencement Date) and end
o , 200 g at 11:59 p.m. (Initial Term). Upon expiration of the Initial
Term, this Lease may be renewed for three (3) additional terms of five (5) years each
(Renewal Term), unless this Lease is terminated earlier as provided in this Lease, or
Tenant provides written notice to the Landlord of its intent not to renew the Lease.
§4. Rent:
4.1 Tenant shall pay the Landlord, the sum of two hundred dollars ($200.00) ("Base Rent")
annually during the term of this Lease, as rent for the Site.
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4.2. Tenant shall pay Landlord the Base Rent for the first year on the Commencement Date,
and Tenant shall pay Landlord the Base Rent annually on each anniversary of the
Commencement Date, within thirty (30) days of receipt of an invoice from Landlord.
4.3. Payments due under this Lease shall be paid at the following address: The Home Depot,
Receivables Department, P.O. Box 7247-7491, Philadelphia, PA 19170-7491 or at such
other place Landlord may designate in writing.
4.4. Tenant's obligation to pay Base Rent under this Lease shall cease with the termination of
this Lease.
§5. Use of Site.
5.1. Tenant shall use the Site for the construction and maintenance of a Tower to operate a
County-wide public safety radio system, for the placement of a generator and shelter to
locate the radio equipment, for other uses permitted by this Lease, or as agreed to by the
Parties in writing.
5.2. During this Lease, Tenant's use of Site shall not interfere with Landlord's business
operations in any manner.
5.3. Tenant's use of the Site will comply with all applicable laws, regulations, rules, and
ordinances.
§6. Tenant Improvements and Plans:
6.1. Tenant may improve the Site by constructing or placing the Tower, shelter, and generator
on the Site. Prior to commencing construction, Tenant shall submit plans and
specifications for all improvements to Landlord at the address in Section 20 for Landlord's
written approval; such approval shall not be unreasonably withheld. No improvement,
construction, installation, or alteration shall be commenced until plans for such work have
been approved by the Landlord and all necessary permits have been properly issued.
6.2. Such plans shall include: Fully dimensioned site plans that are drawn to scale and show (i)
the proposed location of the Tower, antennas, equipment shelter, driveway and parking
areas, (ii) the proposed changes in the landscape, (iii) the proposed type and height of
fencing, and (iv) any other details that the Landlord may request.
6.3. Prior to commencing construction, Tenant shall provide Landlord with the name of the
contractor that will be constructing the improvements and shall also provide Landlord
with a project schedule. Tenant shall be responsible for notifying Landlord at the
addresses set forth in Section 20, ten (10) days prior to commencement of any
construction activities.
6.4. Tenant shall also provide Landlord notice of completion of the construction on the S ite, at
the addresses set forth in Section 20.
6.5. No improvements or modifications to the Site and/or Tower shall be made \:vithout the
Landlord's written consent.
6.6. The Tower and all improvements made to the Tower shall remain the property of Tenant.
6.7. Tenant shall be responsible for obtaining and paying for all governmental permits arid
approvals necessary to construct the Tower and/or any other improvements.
2003-0481Final Lease Aueementdoc
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6.8. All improvements shall be constructed in a workmanlike manner and shall be completed
in compliance with all applicable laws, rules, ordinances, and regulations.
6.9. Tenant shall keep the Site free from any liens arising from any work performed, materials
furnished, or obligations incurred by or at the request of Tenant. If any lien is filed against
the Site as a result of acts or omission of Tenant or Tenant's employees, agents, or
contractors, Tenant shall discharge the lien in a manner reasonably satisfactory to
Landlord within forty-five (45) days after Tenant receives written notice that the lien has
been filed.
§7. Assignment and Subletting.
7.1. Tenant shall not assign this Lease in whole or in part, or sublet all or any part of the Site
without Landlord's written consent, which Landlord can withhold, in its sole and absolute
discretion.
7.2. With Landlord's written consent, which consent Landlord can withhold, in its sole and
absolute discretion, Tenant may lease or license space on the Tower to governmental
agencies for the purpose of installing, mounting, and operating various types of
communications equipment for public safety purposes. Landlord shall have the right to
assign the Lease to Home Depot U.S.A., Inc. or to another Home Depot, Inc. affiliate,
without Tenant's consent.
7.3. Notwithstanding any assignment or sublease, Tenant shall remain fully liable on this
Lease and shall not be released from performing any of the terms, covenants, and
conditions of this Lease.
§8. Fees for Landlord.
8.1. Unless otherwise agreed by the Parties in writing, Landlord shall not be required to make
any expenditure or pay any fee in connection with this Lease, or make any improvements
to the Site.
§9. Maintenance of Tower and Site.
9.1. Tenant shall, at its own expense, maintain the Site and all of its improvements, equipment,
and other personal property on the Site, in good working order, condition, and repair.
Tenant shall keep the Site free of debris.
§10. Access to Site.
10.1. Tenant shall have the right to access the Site twenty-four (24) hours a day, seven (7) days
a week. Landlord shall have the right to enter the Site to examine and inspect the Site.
§11. Utilities.
11.1. Tenant shall be responsible for obtaining any utility service to the Site that it desires such
utilities to be separately metered. Tenant shall pay all separately metered utility charges
for the Site directly to utility company with whom Tenant shall have a separate agreement.
§12. Quiet Enjoyment.
12.1. The Tenant shall peaceably and quietly enjoy and hold the Site, the rights, and the
privileges granted under this Lease without hindrance or interference by the Landlord.
§13. Governmental Approvals.
2003-0481Final Lease Agreement doc
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13.1. This Lease is contingent upon Tenant obtaining and maintaining all necessary
governmental approvals, permits, and/or licenses that Tenant deems necessary. If such
approvals, permits, and/or licenses are not obtained or maintained, then Tenant may
terminate this Lease and proceed pursuant to Section 14.
§1 4. Termination.
14.1. Termination by Landlord: Upon thirty (30) days written notice, Landlord may terminate
this Lease if: (1) Tenant fails to use the site according to use set forth in Section 5, or (2)
Tenant is in breach of the Lease and has failed to cure the breach within thirty (30) days of
receiving notice from Landlord that Tenant is in breach. The notice from Landlord,
setting forth the breach, shall sufficiently describe the breach so as to give Tenant enough
information to cure such breach.
14.2. Termination by Tenant: Upon ninety (90) days written notice to Landlord at the addresses
in Section 20, Tenant may terminate this Lease if Tenant determines that this Lease is not
appropriate for its operations or for technological reasons.
14.3. Within thirty (30) business days of termination, weather permitting or unless otherwise
agreed to by the Parties, Tenant shall remove the Tower and all related structures on the
site and restore the site to a its original condition as of the date of the Lease.
§15. Condemnation.
15.1. In the event the entire Site is taken by eminent domain, this Lease shall terminate as of the
date title to the Site vests in the condemning authority. In the event a portion of the Site is
taken by eminent domain so as to materially hinder effective use of the Site by Tenant,
either Party shall have the right to terminate this Lease as of said date of title transfer, by
giving thirty (30) days written notice to the other Paity. In the event of any taking under
the power of eminent domain, Tenant shall not be entitled to any portion of the reward
paid for the taking and the Landlord shall receive full amount of such award. Tenant shall
have the right to claim and recover from the condemning authority, but not from Landlord,
such compensation as may be separately awarded or recoverable by Tenant on account of
any and all damage to Tenant and any costs or expenses incurred by Tenant in
moving/removing its equipment, personal property, and leasehold improvements. Upon
termination of this Lease pursuant to this paragraph, Tenant shall be entitled to the
reimbursement of any Rent prepaid by Tenant.
§16. Damage or Destruction of Tower.
16.1. If the Tower or any portion of the Tower is destroyed or damaged so as to materially
hinder effective use of the Tower, Tenant may elect to terminate this Lease upon thirty
(30) days written notice to Landlord. In such event, Tenant and Landlord shall proceed as
set forth in Section 14. This Lease (and Tenant's obligation to pay rent) shall terminate
upon Tenant's fulfillment of the obligations set forth in the preceding sentence. Landlord
shall have no obligation to repair any damage to any portion of the Site.
16.2. If Tenant chooses not to terminate this Lease, it may repair or rebuild the Tower and/or
improvements in accordance with Section 6. During the period that the Tower is being
repaired or rebuilt, Tenant, at its own expense and if possible, may locate a temporary
Tower to another location on Landlord's property, such location to be mutually agreed
upon by the Parties.
2003-0481Final Lease Ageement.doc
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§17. Liability.
171 . Tenant shall be responsible for its acts, the acts of its employees and agents, the costs
associated with those acts, and the defense of those acts. Tenant shall also be responsible
for its operation of the Tower and/or improvements to the Site.
§18. Insurance.
18.1. Tenant is self-insured with respect to general liability claims. Tenant has purchased a
separate insurance policy for property claims. Tenant and Landlord mutually agree to
have their property insurance companies endorse their respective policies and issue policy
endorsements evidencing the mutual waiving of the right of subrogation against the
opposing Party for loss which is covered under the policy of property/fire insurance. The
Tenant shall provide Landlord with Insurance Certificates for all insurance it has for this
Site at the addresses set forth in Section 20.
§19. Hold Over.
19.1. Any hold over after the expiration of the Lease with the consent of the Landlord, shall be
construed to be a tenancy from month to month at a rate of $2,000.00 per month and shall
otherwise be for the term and on the conditions herein specified, so far as applicable.
§20. Notices.
20.1. All notices, requests, demands, and other communications required by this Lease shall be
in writing and shall be deemed given if personally delivered or mailed, certified mail,
return receipt requested, to the following addresses:
To Landlord: Home Depot Development of Maryland, Inc.
do: Home Depot U.S.A., Inc.
2455 Paces Ferry Road, NW
Building C, 20th Floor, Legal Department
• Atlanta, GA 30339-4024
Regarding Store No. 2727
Attention: Vice President Real Estate Law Group
With a copy to: Home Depot U.S.A., Inc.
1400 West Dundee Road
Arlington Heights, IL 60004 •
Attention: Corporate Counsel - Real Estate
To Tenant: CLEMIS Administrator, Department of Information Technology
1200 North Telegraph Road, Building 49 West,
Pontiac, 1n41 48341
With a copy to: Property Management Specialist
2003-0481Bnal Lease Ageementdoe
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Oakland County Department of Facilities Management
1 Public Work Drive
Waterford, MI 48328
§21. Relationship of Parties.
21.1. Nothing contained in this Lease shall be deemed or construed to create a relationship of
principal and agent or of partnership or joint venture between the Parties hereto. Neither
any provision of this Lease nor any acts of the parties shall create any relationship between
the Parties other than that of Landlord and Tenant.
§22. Headings.
22.1. The Section headings used throughout this Lease are provided for reader convenience only
and shall not be controlling in the interpretation of this Lease.
§23. Entire Agreement
23.1. This Lease constitutes the entire understanding between the Parties and supersedes all
prior offers, negotiations, and/or agreements between the Parties relative to the subject
matter addressed herein. Tenant represents that there are no understandings,
representations, or promises of any kind, oral or written, that have been made by Landlord
to induce the execution of this Lease except those expressly set forth in writing in this
Lease.
§24. Invalid Provision
24.1. The invalidity or unenforcability of any sections or subsections of this Lease shall not
affect the validity or enforceability of the remainder of this Lease or the remainder of any
sections or subsections. This Lease shall be construed in all respects as if any invalid or
unenforceable sections or subsections were omitted.
§25. Governing Law and Venue
25.1. This Lease shall be construed in accordance with, and subject to, the laws of the State of
Michigan. To the extent provided by law, any action at law, suit in equity, or other judicial
proceeding for the enforcement of this Lease or any provision thereof shall only be
instituted in the Oakland County Circuit Court, a District Court located in Oakland
County, or the United States District Court for the Eastern District of Michigan, depending
on the nature of the action. suit, or other proceeding.
§26. Amendment
26.1. This Lease may not be changed, modified, amended, or altered, except by an agreement in
writing, signed by both Parties.
§27. Succession
27.1. This Lease is binding upon the Parties and shall be binding upon their successive hei rs,
representatives, administrators, successors, subcontractors, and assigns.
§28. Force Majeure
28.1. Each Party shall be excused from any obligations under this Lease during the time and to
the extent that a Party is prevented from performing due to causes beyond such Party's
control, including, but not limited to, an act of God, war, acts of government, fire, strike,
2003-048 'Real Lease Agreement.cloc
Page 6 of 8
labor disputes, civil disturbances, reduction of power source, or any other circumstances
beyond the reasonable control of the affected Party. Reasonable notice shall be given to
the affected Party of any such event.
§29. Discrimination
29.1. Either Party shall not discriminate against an employee, an applicant for employment, or
another person or entity with respect to hire, tenure, terms, conditions, privileges of
employment, or any matter directly or indirectly related to employment in violation of any
federal, state, or local law.
§30. Reservation Of Rights.
30.1. The Lease does not, and is not intended to, impair, divest, delegate, or contravene any
constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or
immunity of Tenant.
§31. No Implied Waiver
31.1. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any tight
or remedy under this Lease shall constitute a waiver of those rights with regard to any
existing or subsequent breach of this Lease. No waiver of any term, condition, or
provision of this Lease, whether by conduct or otherwise, in one or more instances, shall
be deemed or construed as a continuing waiver of any term, condition, or provision of the
Lease. No waiver by either Party shall subsequently effect its right to require strict
performance of this Lease.
§32. Remedies Not Exclusive.
32.1. The rights, remedies, and benefits provided by this Lease shall be cumulative, and shall
not be exclusive of any other rights, remedies and benefits, or of any other rights,
remedies, and benefits allowed by law.
§33. Counterparts.
33.1. This Lease may be executed in several counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument.
2003-048I Final itase Aweernenidoc
Page 7 of 8
LANDLORD: I-ID Development of Maryland, Inc.,
a Maryland Corporation
By:
J6trigraei
Senior Corporate Coos& - Realristat(-.: Its:
c-23,2-01.1 4 Date:
SubscriXd ar}d sworn to before me
on pelz:e=c0dialy_yf
,c) County;
My Commission Expires:
GEORGIA
‘4.0TARp li)
EXPIRES
KUIY 16, 2007
cktokilLE11
IN WITNESS WHEREOF, .-5,-rd-hereby acknowledges that s/he has been
authorized by Landlord to execute this Lease on its behalf of LaAlord and hereby accepts and binds
said Corporation to the terms and conditions hereof on thisday of 1.:e C40(7-r,
2003-0481Final Lease Agreetnent.cloc
Page 8 of 8
IN WITNESS WHEREOF, executes this Lease on behalf of the COUNTY OF
OAKLAND, a Michigan Constitutional and Municipal Corporation, and hereby accepts and binds the
COUNTY OF OAKLAND to the terms and conditions of this Lease on this day of
, 200
TENANT:
COUNTY OF OAKLAND, a Michigan
Constitutional and Municipal Corporation
By:
Thomas A. Law
Chairperson, Oakland County
Board of Commissioners
Date:
WITNESS:
BY:
Date:
Subscribed and sworn to before me
on the day of ,200
Notary Public,
County, Michigan. '
My Commission Expires:
2003-0481Pinal Lease Agreement.doc
Page 9 of 8
EXHIBIT A--LEGAL DESCRIPTION
All that part of the Northeast 1/4 of Section 22, Town 3 North, Range 11 East, City of
Rochester Hills, Oakland County, Michigan, described as; Commencing at the Northeast
corner of said Section 22; thence South 88°0626" West 1068.69 feet along the North line
of said Section 22; thence South 01°40'00" East 615.18 feet TO THE PLACE OF
BEGINNING OF THIS DESCRIPTION; thence South 01°40'00" East 50.00 feet; thence
South 88'20'00" West 20.00 feet; thence North 01°40'00" West 50.00 feet; thence North
88°20'00" East 20.00 feet to the place of the beginning of this description.
EXHIBIT B - EASEMENT
A 20.00 foot wide easement in that part of the Northeast 114 of Section 22, Town 3 North, Range
11 East, City of Rochester Hills, Oakland County, Michigan, the centerline of which is described
as; Commencing at the Northeast corner of said Section 22; thence South 88 006126" West
1068.69 feet along the North line of said Section 22; thence South 01°40'00" East 665.18 feet;
thence South 88 02000" West 30.00 feet TO THE PLACE OF BEGINNING OF THIS
CENTERLINE DESCRIPTION; thence North 01 040'00" West 514.06 feet; thence South 88 0
20'00" West 135.73 feet; thence North 01 040100" West 90.47 feet to the southerly right of way
line of Avon Road for the place of ending of this centerline description.
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FlOCHIESTER F*.LS
FISCAL NOTE (MISC. #04017) February 5, 2004
BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - REQUEST FOR APPROVAL OF
LEASE AGREEMENT WITH HD DEVELOPMENT OF MARYLAND, INC., A MARYLAND
CORPORATION C/O HOME DEPOT FOR THE NEW COUNTY-WIDE RADIO SYSTEM
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has
reviewed the above referenced resolution and finds:
1. The Board of Commissioners, pursuant to MCL 484.1401 and
Miscellaneous Resolution #99279, authorized the levy of a
four (4%) percent emergency telephone operational charge to
pay for a new County-wide radio system, including
construction of towers, lease of land, and/or lease of
space on towers at sites throughout the County.
2. The resolution approves and authorizes a lease agreement
between the County of Oakland and HD Development of
Maryland, a Maryland Corporation, c/o Home Depot.
3. Under terms of the Agreement, the County will lease
approximately 1,000 square feet of real property from HD
Development for the construction of a radio communications
tower at 225 Avon, Rochester Hills, Michigan.
4. The County will be responsible for the construction,
operation, and maintenance of the tower.
5. The Agreement further grants easements for utilities,
ingress, and egress over the adjacent real property.
6. The initial lease commences January 1, 2004 and expires
December 31, 2008 and may be renewed for three additional
five-year terms.
7. The County will pay HD Development $200 annually during the
term of the lease as rent for the site.
8. Rent payments as well as utility service to the site will
be funded from the emergency telephone operational charge,
levied through the Radio Communications Fund to pay for a
new County-wide radio system.
9. No budget amendment is required.
FINANCE COMMITTEE
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
Resolution #04017 January 22, 2004
The Chairperson referred the resolution to the Finance Committee. There were no objections.
WileY
G. William Caddell, County Clerk
Resolution #04017 February 5, 2004
Moved by Potter supported by Gregory the resolutions on the Consent Agenda be adopted (with
accompanying reports being accepted).
AYES: Coleman, Coulter, Crawford, Douglas, Gregory, Hatchett, Jamian, Knollenberg, KowaII,
Law, Long, McMillin, Moffitt, Moss, Potter, Rogers, Scott, Suarez, Webster, Wilson, Zack, Bullard.
(22)
NAYS: None. (0)
A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted (with
accompanying reports being accepted).
I IIIERY APPROVE THE FOREGONO RESOLUTION
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
February 5, 2004 with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of,Jihe County of Oakland at
Pontiac, Michigan this 5th day of February, 2004.