HomeMy WebLinkAboutResolutions - 2020.05.13 - 33210MISCELLANEOUS RESOLUTION: #20141 May 13, 2020
BY: Commissioner Helaine Zack, Chairperson, Finance and Infrastructure Committee
IN RE: CENTRAL SERVICES/AVIATION DIVISION — AIRPORT LAND LEASE ADDENDUM AND
CONSENT TO ASSIGNMENT: TENNECO, INC. AND BVI PARTNERS LLC
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the County of Oakland (the "County") owns the Oakland County International Airport in
Waterford Township; and
WHEREAS parcels of land are leased to various aviation businesses for the purpose of constructing
hangars, aviation ramps, and related appurtenances for conducting aviation business at the Airport; and
WHEREAS Miscellaneous Resolution #19083 approved the land lease agreement between Oakland
County and Tenneco, Inc. on April 18, 2019; and
WHEREAS the Aviation Division has agreed, pursuant to a Land Lease Addendum and Consent to
Assignment ("Addendum and Consent to Assignment") to assign the Land Lease with TENNECO, INC.,
dated May 1, 2019 (the "Land Lease") to BVI PARTNERS LLC, for the same premises, and to amend the
Land Lease to reference the payment of a security deposit of three month's rent totaling $9,600.51
($3,200.17 per month) which shall be paid upon the effective date of the Addendum and Consent to
Assignment for the premises, provided the assignment will be effective only upon the closing of the sale
transaction between TENNECO, INC. and BVI PARTNERS LLC; and
WHEREAS in all other respects, the Land Lease shall remain in full force and effect; and
WHEREAS the Airport Committee and the County's Office of Corporation Counsel have reviewed and
agreed to the terms of the Addendum and Consent to Assignment.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and accepts the terms and conditions of the attached Addendum and Consent to Assignment
amending the Land Lease and assigning the Land Lease to BVI PARTNERS LLC.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or
his designee to execute the attached Addendum and Consent to Assignment and all other related
documents between the County and BVI PARTNERS LLC.
BE IT FURTHER RESOLVED that a budget amendment is not required as the revenue is included in the FY
2020 — FY 2022 Airport Fund (#56500) budget.
Chairperson, on behalf of the Finance and Infrastructure Committee, I move the adoption of the foregoing
resolution.
Helaine Zack, ChairpeQon, District #18
Chairperson, Finance and Infrastructure
Committee
FINANCE AND INFRASTRUCTURE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
OAKLAND COUNTY INTERNATIONAL AIRPORT
AIRPORT LAND LEASE ADDENDUM AND CONSENT TO ASSIGNMENT
This Airport Land Lease Addendum and Consent to Assignment ("Addendum and
Consent"), effective upon closing of the Transaction (defined below) is entered into by
and between the County of Oakland, a Michigan Constitutional Corporation ("Lessor"),
Tenneco, Inc., a Delaware corporation ("Tenneco"), and BVI Partners LLC, a Michigan
limited liability company, ("BVI"). Lessor, Tenneco, and BVI are sometimes referred to in
this Addendum and Consent, collectively, as the "Parties" and, individually, as a "Party."
Whereas, Lessor and Tenneco are parties to an Airport Land Lease effective May 1, 2019
(the "Lease");
Whereas, the Lease is for real property located on the Oakland County International
Airport in Waterford Township, Oakland County, Michigan, and described as follows (the
"Property"):
Part of the Northeast 1/4, Section 18, T3N, R9E, Waterford Township, Oakland
County, Michigan, described as: Beginning at a point located S 89E46'00" W,
1,808.50 ft and N OOE14'00"W., 450.0 ft and N 89`46"00"E, 652.99 ft from the East
1/4 corner of Section 18, said point of beginning also located S 00`14'00"E. 150.0
ft and N 89°46'00"E. 276.58 ft from the Southeast corner of Lot 8 of "Astro Park
No. 1" as recorded in Liber 147 of Plats, Pages 16 and 17 of Oakland County
Records; thence from said point of beginning N 89`46'00"E, 352.33 ft; thence N
00`42'08"W, 270.0 ft; thence N 55°36'24"W, 425.48 ft; thence S 00"14'00"E,
511.76 ft to the point of beginning. Containing 137,149.89 square feet.
Whereas, the Parties desire to amend the Lease, which shall be effective as of the date
of the closing of the Transaction ("Effective Date"), to provide for the payment of a security
deposit upon the Effective Date;
Whereas, under agreements separate from this Addendum and Consent, Tenneco
intends to transfer to BVI, and BVI desires to buy from Tenneco its interest in the buildings
and improvements on the Property (together with the Lease assignment by Tenneco to
BVI, the "Transaction"); and
Whereas, as part of the Transaction, Tenneco desires to assign the Lease to BVI, BVI
desires to accept such assignment, and Lessor desires to agree and consent to such
assignment.
Now, therefore, and in consideration of the mutual covenants and agreements of the
Parties, each Party agrees to the terms set forth below, as applicable:
1. The Lease is hereby amended to include the following new Section 1 d):
1d) Monies Due Upon Execution of the Lease. Three (3) months' rent,
namely $9,600.51 shall be paid upon the execution of this Lease, which shall be
1
retained by the County as a guaranty fund for any outstanding rent payments at
the expiration or termination of this Lease.
2. Tenneco (or its predecessor) paid to Lessor $6,514.62 as a security deposit under
a lease between Lessor and Tenneco for the Property in effect immediately
preceding the Lease which the Parties agree, upon the Effective Date, will be
assigned to BVI by Tenneco and shall continue to be retained by Lessor toward
the security deposit payable by BVI.
3. BVI shall, on the Effective Date, pay to Lessor the balance of the security deposit
payable under Section 1 d) of the Lease in the amount of $3,085.89.
4. In all other respects, the Lease shall remain in full force and effect.
5. Provided the closing for the Transaction occurs, effective as of the Effective Date
Lessor consents to and approves the assignment of all of Tenneco's right, title and
interest in and to the Lease to BVI. Lessor represents and warrants that such
assignment was approved by the Airport Committee (as defined in and as required
by the Lease).
6. With respect to the time period after the Effective Date, BVI agrees to assume, be
responsible for, and pay in accordance with and be bound by, the terms and
provisions of the Lease to the extent such obligations, terms and conditions occur
or accrue after the Effective Date only. Lessor agrees to treat BVI as the "Lessee"
under the Lease in all respects from and after the Effective Date.
7. Nothing set forth in this Addendum and Consent or as part of the Transaction shall
be deemed a consent or waiver of the requirements for any other or further
consents which may be required by the terms of the Lease or a release of Tenneco
from its obligations or duties under the Lease prior to the Effective Date.
8. This Addendum and Consent may be signed in counterparts which together shall
be deemed a fully executed document. Any signature to this Addendum and
Assignment delivered electronically shall be deemed an original signature to this
document.
Signatures appear on the following pages.
Signature Page 1 of 2 to the Oakland County International Airport
Airport Land Lease Addendum and Consent to Assignment
This Addendum and Consent is executed on behalf of each Party on the date indicated
below.
LESSOR
County of Oakland, a Michigan
Constitutional Corporation
David T. Woodward, Chairperson
Oakland County Board of
Commissioners
Date:
J. David VanderVeen, Director
Department of Central Services
Date:
3
Signature Page 2 of 2 to the Oakland County International Airport
Airport Land Lease Addendum and Consent to Assignment
TENNECO
Tenneco Inc., a Delaware corporation
By:
Its:
Date:
BVI
BVI Partners, LLC, a Michigan limited
liability company
Its:
Date:
El
Resolution #20141
May 13, 2020
Moved by Spisz seconded by McGillivray the resolutions on the Consent Agenda be adopted (with
accompanying reports being accepted).
Discussion followed.
Vote on Consent Agenda:
AYES: Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Middleton,
Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack, Gershenson, Gingell,
Hoffman. (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted (with
accompanying reports being accepted).
""" b.,
I HEREBY APPROVETHIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on May 13, 2020,
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 Circuit Court at Pontiac,
Michigan this 13th day of May, 2020.
Lisa Brown, Oakland County