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HomeMy WebLinkAboutResolutions - 2021.09.02 - 34842qo,AKLANDF`�- CO U N T Y M I C H I GAN BOARD OF COMMISSIONERS September 2, 2021 MISCELLANEOUS RESOLUTION 421-337 Sponsored By: William Miller III IN RE: Health Division — Lease Agreement for Harm Reduction Program Chairperson and Members of the Board: WHEREAS the County Health Division has a mobile unit and community partners for the Harm Reduction/Syringe Service program; and WHEREAS the program has existing grant money from the State of Michigan MDHHS Viral Hepatitis Unit for FY 2021 and FY 2022; and WHEREAS the Health Division administration has approved a plan to acquire leased building space in downtown Pontiac at 148 N. Saginaw St. for the program; and WHEREAS the lease term is two years with $2,400 monthly payments, and three one (1) year automatic options to renew; year three is $2,500, year four is $2,600 and year five is $2,700 per month; and WHEREAS Oakland County Corporation Counsel and the Department of Facilities Management have reviewed the attached Lease with Trillium Trio, LLC; and WHEREAS the Health Division and the Department of Facilities Management recommend the Oakland County Board of Commissioners approve and authorize the execution of the attached Lease. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Lease and directs its Chairperson to execute the Lease and all other documents related to the Lease, which may be required with Trillium Tri, LLC. BE IT FURTHER RESOLVED a budget amendment is not required at this time as the budget will be included in a subsequent grant amendment within the FY 2021 Local Health Department (Comprehensive) Agreement (M.R. 420459). The grant amendment will be included in Management and Budget's FY 2021 Year End Report and Budget amendments. Chairperson, the following Commissioners are sponsoring the foregoing Resolution: William Miller III. JWL I " Date. September 15, 2021 Hilane Chambers, Deputy County Executive 11 Date September 15, 2021 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2021-08-11 Economic Development & Infrastructure - recommend to Board 2021-09-02 Full Board VOTE TRACKING Motioned by Commissioner Michael Gingell seconded by Commissioner William Miller Ill to adopt the attached Contract: Health Division — Lease Agreement for Harm Reduction Program. Yes: David Woodward, Michael Gingell, Robert Hoffman, Michael Spisz, Karen Joliat, Kristen Nelson, Christine Long, Philip Weipert, Gwen Markham, Angela Powell, "I'homas Kuhn, Marcia Gershenson, William Miller III, Adain L. Kochenderfer, Yolanda Smith Charles, Charles Cavell, Gary R. McGillivray, Janet Jackson, Penny Luebs (19) No: None (0) Abstain: None (0) Absent: Commissioner Kowall, Commissioner Moss (2) The Motion Passed. ATTACHMENTS Lease for 148 N. Saginaw St., Pontiac 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 Coin missiotiers on September 2, 2021, with the original record thereof now remaining in my office. In Testimony Whereof, 1 have hereunto set my hand and allixed the seal of the Circuit Court at Pontiac, Michigan on Thursday, September 2, 2021. Lisa Brown, Oakland County Clerk/Register of Deeds LEASE OF BUILDING LOCATED AT 148 N SAGINAW STREET, PONTIAC. MICHIGAN This Lease is entered into between Trillium Trio, LLC P.O. Box 430445, Pontiac, MI 48343 ("LANDLORD"), and the COUNTY OF OAK -LAND, a Michigan Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("TENANT"). The Parties agree to the following terms and conditions. 1. Leased Premises. 1. t. LANDLORD leases to TENANT and TENANT leases from LANDLORD the real prop- erty located and the first -floor office space at 148 N Saginaw St., Pontiac, M148432 with the Parcel Identification Number 14-29-426-023, which is approximately one thou- sand nine hundred eighty-eight (1,988) square feet (collectively the "Premises"). The Premises are illustrated in Exhibit A. Exhibit A is fully incorporated into this Lease. 2. Term and Renewal. 2.L Term. This Lease shall begin on the date the Lease is fully executed ("Commencement Date") and shall end on July 31, 2023 ("Initial Term"). TENANT shall have possession of the Premises on the Commencement Date. Failure of LANDLORD to provide TEN- ANT with possession on the Commencement Date and the continuation of such failure for thirty (30) Calendar days shall entitle TENANT, as its sole remedy, to terminate this Lease upon written notice to LANDLORD; otherwise the Commencement Date shall be delayed until possession is delivered without any liability imposed upon LANDLORD for such delay. 2.2. Renewal. So long as TENANT is not in default on the commencement of a Renewal Term, this Lease will automatically renew, with no action of the Parties, for three (3) ad- ditional terms of one (1) year each ("Renewal Term"). The same terms and conditions contained herein shall apply to the Renewal Term. References herein to "term" shall mean the Initial Term and any Renewal Term. 3. Rent and Date of Rent Pavment. 3.1. Rent Amount. During the Initial Term, TENANT shall pay LANDLORD, as rent, two thousand, four hundred dollars ($2,400.00) on the I" day of each and every month ("RENT"). Rent includes payment of taxes, maintenance, and insurance by LAND- LORD as set forth herein). During the Renewal Terms, Tenant shall pay Landlord the following Rent on the 1st day of each and every month: (1) for year 3 two thousand, five hundred dollars ($2,500.00) per month for twelve months; (2) for year 4 two thousand, six hundred dollars ($2,600.00) per month for twelve months; and (3) for year 5 two thousand, seven hundred dollars ($2,700.00) per month for twelve months. Page 1 of 12 Version 08-09-21 3.2. Place of Pavment. Payments due under this Lease from TENANT shall be paid to Tril- lium Trio, LLC at P.O. Box 430445, Pontiac, MI 48343 or at such other place as LAND- LORD may designate in writing. 3.3. Rent Setoff. If LANDLORD fails to perform or comply with any obligation or require- ment of this Lease, TENANT shall give LANDLORD thirty (30) calendar days written notice of such failure. If LANDLORD does not cure the failure within thirty (30) calen- dar days after receipt of such written notice (or if a cure of such failure cannot reasona- bly occur within such thirty (30) calendar days and LANDLORD does not commence the cure within such thirty (30) calendar day period and thereafter diligently pursue per- formance or compliance), TENANT may upon written notice to LANDLORD perform or comply with such obligation or requirement or may cause a third -party to perform or comply with such obligation or requirement. TENANT may deduct the costs associated with such performance or compliance from the Rent, if the LANDLORD'S failure to perform or comply with an obligation or requirement substantially interferes with TEN- ANT'S use of the Premises. Upon written request, TENANT shall provide LAND- LORD with an itemized invoice or statement of costs associated with performance or compliance of an obligation or requirement. 3.4. Partial Month Rent Proration. If this Lease terminates (other than due to a default by TENANT) or expires other than the first calendar day of a month, then the Rent for such month shall be prorated upon a daily basis. 4. Default/Termination. 4.L TENANT Pavment Default. If TENANT shall default in any payment or expenditure other than Rent required to be paid or expended by TENANT, LANDLORD may, at its option, make such payment or expenditure, in which event the amount thereof shall be payable as rent to LANDLORD by TENANT on the next ensuring rent day together with interest at twelve (12%) percent per annum from the date of such payment or ex- penditure was made by LANDLORD. 4.2. Termination of Lease for Default. Upon written notice, a Party may terminate this Lease for default by the other Party pursuant to the following procedure: (a) the non -de- faulting Party gives the defaulting Party written notice specifically identifying the de- fault(s) and (b) the defaulting Party does not cure the default within fifteen (15) calendar days of receiving the written notice of default or the defaulting party does not commence to cure the default within fifteen (15) calendar days of receiving written notice of the de- fault and does not diligently pursue the cure to completion, if the default is of such a na- ture that it cannot be cured within the fifteen (15) day period. 4.3. Remedies Provided by Law. If either Party defaults in any of its obligations under this Lease (after expiration of the notice and cure periods in Section 4.2) the other Party shall Page 2 of 12 Version 08-09-21 have all remedies available to it under the law, in addition to the rights and remedies set forth herein. 4.4. Termination by TENANT During Renewal Term. During any Renewal Term, TEN- ANT may terminate this Lease at any time and for any reason, including convenience, upon ninety (90) calendar days written notice to LANDLORD. This Lease may by ter- minated by TENANT by its Director of Health and Human Services or successor. 4.5. Surrender of Premises. Upon expiration or termination of this Lease or TENANT'S right to possession, TENANT shall surrender the Premises in a similar condition as when taken (reasonable wear and tear and damage from elements excepted) and shall re- move its personal property on or before the date of expiration or termination. If TEN- ANT does not remove its personal property within thirty (30) calendar days of the date of expiration or termination, in addition to any other remedies of LANDLORD, such items shall be deemed abandoned, and LANDLORD may cause such items to be stored, removed, or disposed of at TENANT'S expense, without notice to TENANT and with- out obligation to compensate TENANT. Any damage caused to the Premises by the re- moval of TENANT'S personal property shall be repaired and paid for by TENANT within sixty (60) calendar days of the date of such damage or another date mutually agreed to by the Parties. If TENANT does not repair or commence repair of such dam- age within the sixty (60) day time period, then LANDLORD may repair and restore the Premises and TENANT shall pay the actual and reasonable costs of such repair and res- toration to LANDLORD, within thirty (30) days of demand. LANDLORD shall provide TENANT with an itemized invoice for such repair and restoration before it is obligated to pay for such repair and restoration. 5. Security Deposit. No security deposit is required of TENANT. 6. Hold Over. In the event TENANT holds over after the termination or expiration of this Lease, without a written amendment, TENANT shall be a Tenant -At -Sufferance at two hun- dred percent (200%) of the rent in effect at the end of the applicable term. TENANT shall also continue to pay all other sums due hereunder. There shall be no renewal of this Lease by operation of law. In addition to the foregoing, in the event that TENANT remains in pos- session of the Premises after the expiration or termination of the Term, TENANT shall be lia- ble for all damages, direct and consequential, incurred by LANDLORD as a result of such holdover. No receipt of money by LANDLORD from TENANT after the termination of this Lease or TENANT'S right of possession of the Premises shall reinstate, continue, or extend the Term or TENANT'S right of possession. 7. Use and Occupancv of the Premises. 7.1. Tenant's Use of Premises. TENANT will use the Premises for the operation and per- formance of a Syringe Service Program (HARM Reduction Services/Program) or other Page 3 of 12 Version 08-09-21 health and human services programs performed and operated by TENANT. All pro- grams and services operated and performed on the Premises will be open to the public. The Parties acknowledge that all programs/services operated and performed on the Premises are governmental functions/services. 7.2. Documentation of Condition of Premises. On or before August 10, 2021, the Parties shall create a document (in writing and with video) evidencing the current condition of the Premises. This document shall establish the condition of the Premises on the Com- mencement Date and shall form the basis for maintenance and repairs to the Premises. 7.3. Compliance with Laws. TENANT shall not use the Premises in violation of any law, municipal ordinance, or regulation. LANDLORD and TENANT shall comply with, at its expense, with all applicable laws, municipal ordinances, or regulations. 7.4. Liens. TENANT will permit no liens to attach to the Premises. Any liens attaching to the Premises shall be discharged by TENANT within thirty (30) days of filing. 7.5. No Waste. TENANT will use the Premises in a careful, safe, and proper manner, will not commit waste to the Premises, and will not subject the Premises to use that would damage the Premises. Except for the uses provided in this Lease, TENANT shall not use the Premises in a manner to cause cancellation of, prevent the use of, or increase the rate of, the insurance carried by LANDLORD. 7.6. Condition of Premises. TENANT shall keep the Premises in a good and clean condi- tion and free of trash, wear and tear from reasonable use and damage from the elements excepted. 7.7. Compliance with Environmental Laws. TENANT's use of the Premises and its activi- ties thereon shall comply with all "Environmental Laws," which, for purposes of this Lease, shall mean all federal, state and local environmental laws, including, but not lim- ited to, the Hazardous Materials Transportation Act, (47 USC §§ 1801 et seq.), Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.) ("Clean Water Act"), the Re- source Conservation & Recovery Act (42 U.S.C. §§ 6901 et seq.) ("RCRA"), Safe Drinking Water Act (42 U.S.C. §§ 300E j-26), Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Comprehensive Envi- ronmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) ("CERCLA"), the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 11001 et seq. ("EPCRA"), the Michigan Natural Resources and Environmental Pro- tection Act (MCL § 324.101 et seq.) the administrative rules and regulations promul- gated under such statutes, or any other similar federal, state or local law or administra- tive rule or regulation of similar effect, in effect and adopted as of the date of execution of this Lease and as amended. "Hazardous Materials" shall mean any substances, com- pounds, mixtures, wastes or materials that are defined to be, that are regulated as, that Page 4 of 12 Version 08-09-21 are listed as or that (because of their toxicity, concentration, or quantity) have character- istics that are hazardous or toxic under any of the Environmental Laws, or any sub- stances, compounds, mixtures, wastes or materials that are otherwise regulated under any of the Environmental Laws. 7.8. Release of Hazardous Materials. TENANT shall not cause or permit the release of Hazardous Materials into any environmental media such as air, water, or land, or into or on the Premises in any manner. If such release shall occur, TENANT shall (a) take all steps reasonably necessary to contain and control such release and any associated con- tamination, (b) clean up or otherwise remedy such release and any associated contamina- tion, and take any and all other actions required under, applicable Environmental Laws and (c) notify and keep LANDLORD reasonably informed of such release and response. 7.9. Survival. The terms of Section 7 shall survive the expiration or termination of this Lease. 8. Condition of Premises Upon Possession. TENANT has examined the Premises prior to the execution of this Lease and TENANT accepts the Premises "AS -IS" except that LAND- LORD warrants and certifies that all interior and exterior lighting fixtures, plumbing system, electrical system, and HVAC system will be operational on the Commencement Date. LANDLORD has made no representation or warranty as to the suitability of the Premises for the conduct of TENANT'S business and TENANT waives any implied warranty that the Premises are suitable for TENANT'S intended purposes. 9. Eauiament and Furnishings. TENANT shall provide, at its own expense, furniture, and equipment it deems necessary. TENANT, at its own expense, shall be solely responsible for the maintenance and repair of its furniture and equipment used on the Premises. 10. Security of Premises. 10.1. Dav-to-Dav Security. TENANT shall be responsible for securing the Premises on a day-to-day basis. 10.2. Existing Kev and Devices. LANDLORD shall provide any existing keys to the Premises for TENANT'S use and will provide any existing devices to TENANT for the operation of the overhead doors at the Premises. 10.3. Existing Camera Svstem. TENANT may install a camera system on the Prem- ises. If TENANT chooses to install a camera system, TENANT will notify LAND- LORD prior to installation of the system. 10.4. Installation of New Security Svstem. TENANT shall have the right to install a separate security system of its choice on and around the Premises, including changing the locks on the building. TENANT will pay for all costs of installing, operating, and Page 5 of 12 Version 08-09-21 maintaining the security system installed by TENNAT. The security system, installed by TENANT shall remain the property of TENANT and TENANT shall remove such security system upon expiration or termination of this Lease, including any fence gate automation added by TENANT. 11. Tenant Obligations. 11.1. Taxes. LANDLORD shall pay all real property taxes and special assessments on the Premises. I L2. Utilities. TENANT shall pay for all utilities for the Premises beginning on the Commencement Date, including gas, electric, water, and sewer. These utilities shall be in the name of TENANT. Until the utilities are placed into TENANT'S name, TEN- ANT shall reimburse LANDLORD for any utility charges (such reimbursement to be paid within ten (10) Calendar days after receipt of an invoice from LANDLORD) begin- ning on the Commencement Date. 11.3. Services. TENANT shall pay all costs associated with installing, maintaining, and operating its telephone system, computer system, security system, and any other sys- tem TENANT installs in or around the Premises. All such systems shall remain the property of TENANT, who shall remove them upon Lease termination or expiration. TENANT shall provide the following services at and around the Premises, at its own ex- pense: custodial services. LANDLORD, at its expense, shall be responsible for snow and ice removal for parking lot and sidewalk and pest control services. 11.4. Maintenance and Repairs of Premises LANDLORD shall be responsible to perform and pay for the maintenance and repairs to keep the Premises in substantially the same condition which existed on the Commencement Date, normal wear and tear and damage from the elements excepted. Such maintenance and repairs shall include, but are not limited to, maintenance and repairs to floors; windows; heating, cooling, and ventila- tion system (l1VAC); radiant heat system; electrical system; plumbing system; restroom fixtures; sidewalks; parking lots; exterior and interior lighting fixtures; and light bulbs. 12. Alterations or Improvements. TENANT shall not make any alterations or improvements to or upon the Premises without the prior written consent of LANDLORD; provided however, the Parties acknowledge that upon execution of the Lease TENANT may, at its sole option and cost, install new flooring and paint all interior walls without further approval of LAND- LORD. Except as otherwise provided in this Lease, any alteration or improvement made to or upon the Premises shall become an integral part of the Premises and shall become the sole property of the LANDLORD immediately upon the completion, unless LANDLORD, at its option, requires TENANT to remove such work upon the expiration or termination of this Lease or TENANT'S right to possession (in which event, TENANT shall undertake such re - Page 6 of 12 Version 08-09-21 moval and restore the Premises to a condition similar to which existed prior to TENANT un- dertaking such work). Office furniture and trade fixtures used or installed in the Premises are not alterations or improvements and shall remain the property of TENANT. 13. Si ns. TENANT may attach, install, or erect signs on the interior walls of the Premises as necessary for TENANT'S use of the Premises. TENANT may only attach, install, or erect signs on the exterior walls of or the area surrounding the Premises or windows with the prior written approval of LANDLORD. TENANT shall remove all its signs prior to the expiration or tennination of this Lease. All signs must comply with City of Pontiac Ordinances. 14. Access. TENANT shall allow LANDLORD access to the Premises during regular business hours (and at all other times in the event of an emergency) for the purposes of inspecting, posting notices, repairing and/or maintaining the Premises, and to show the Premises to lend- ers, potential buyers and/or potential tenants; provided however, LANDLORD, and any other persons are accompanied, at all times, by an agent or employee of TENANT. TENANT rep- resents that someone will be available to accompany LANDLORD on a 24/7/365 basis and LANDLORD shall not be liable for delays in undertaking maintenance or other obligations of LANDLORD hereunder if due to the unavailability of TENANT to accompany LAND- LORD into the Premises. LANDLORD shall not unreasonably disrupt the operations of TENANT at the Premises. TENANT shall also allow LANDLORD access to the Premises at any time in case of an emergency, provided however, LANDLORD, and any other persons shall be accompanied, at all times, by an agent or employee of TENANT. 15.Insurance. 15.1. Real Property Insurance. LANDLORD shall cause the Premises, the building and its improvements located there to be insured against loss or damage during this Lease. 15.2. Personal Property insurance. TENANT shall insure its personal property kept on the Premises at its sole cost and in an amount and manner as TENANT deems tit. 15.3. Insurance Premium Pavments. LANDLORD shall be responsible to pay the premiums for the property insurance for the Premises and the liability insurance for the Premises. 16. Indemnification/Liability and Damaee to the Premises. 16.1. TENANT shall be responsible for property damage to the Premises, including the building or fixtures attached to the building, which is caused by the acts or omissions of TENANT or TENANT's employees, agents, contractors, or invitees; provided, however, with respect to damage that is covered by LANDLORD's property insurance policy or Page 7 of 12 Version 08-09-21 liability insurance policy,. TENANT shall only be liable for up to ten thousand dollars ($10,000.00) per occurrence. 16.2. For purposes of this Lease, "Claims" means any loss; complaint; demand for re- lief or damages; lawsuit; cause of action; proceeding; judgment; penalty; costs; or other liability of any kind which is imposed on, incurred by, or asserted or for which a Party may become legally or contractually obligated to pay or defend against, whether com- menced or threatened, including, but not limited to, reimbursement for reasonable attor- ney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. 16.3. Each Party shall be responsible for Claims made against that Party by a third party and for the acts or omissions of its employees, agents or contractors related to the perfor- mance of this Lease. 16.4. LANDLORD shall indemnify and hold TENANT harmless from all Claims, in- curred by or asserted against TENANT by any person or entity, to the extent caused by the acts or omissions of LANDLORD or its agents or employees. 16.5. TENANT's right to indemnification is in excess and above any insurance rights/policies required by this Lease. 16.6. LANDLORD shall not be liable to TENANT or to any other person for any dam- age (to person or property) caused by: (a) failure in any utility or building system, (b) failure of any security system, (c) by the bursting or leaking of any vessel or pipe in or about the Premises, (d) by water, snow or ice coming into the Premises, or (e) from the acts or neglect of occupants of adjacent property or the public. TENANT, rather than LANDLORD, shall be responsible for the damage or theft of its personal property. 16.7. This 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, capacity, or immunity of TENANT. 16.8. The terms and conditions of Section 16 shall survive the expiration or termination oftbis Lease. 17. Destruction of Premises. 17.1. Except as otherwise provided herein, in the event the Premises are partially dam- aged or destroyed by fire or other casualty, the damage to the Premises shall be promptly repaired or rebuilt by LANDLORD. In the event the Premises cannot be repaired or re- built within ninety (90) calendar days after such damage or destruction, TENANT shall have the right to terminate this Lease and vacate the Premises within thirty (30) calendar days after the occurrence of such damage or destruction. If the Premises are damaged or Page 8 of 12 Version 08-09-21 destroyed, TENANT may elect to remain on the Premises or to vacate the Premises (at its sole option) until the repairs are complete. During the time between when the Prem- ises are damaged and until the repairs or construction to the Premises are complete, the Rent owed by TENANT shall be reduced in proportion to the portion of the Premises rendered unusable (in the discretion of TENANT). 17.2. In the event (i) all or any portion of the Premises is damaged by fire or other casu- alty and the time period reasonably detennined by LANDLORD to be required for the actual restoration or repair of the Premises will exceed ninety (90) calendar days from the date the casualty occurs, or (ii) the Premises is damaged by fire or other casualty within twelve (12) months preceding the end of the Term, or (iii) LANDLORD does not anticipate receiving sufficient insurance proceeds to restore the Premises, or (iv) LAND- LORD is required to pay any insurance proceeds arising out of the casualty to LAND- LORD'S lender, or (v) LANDLORD determines in its sole discretion that it is not eco- nomical to repair the casualty, then LANDLORD shall have the right, to be exercised by giving written notice within thirty (30) Calendar days after the occurrence of the casu- alty, to terminate this Lease. TENANT will have thirty (30) calendar days from the date of the notice to vacate the Premises. If LANDLORD elects to rebuild or repair the Premises, then the Rent owed by TENANT shall be reduced in proportion to the portion of the Premises rendered unusable (in the discretion of TENANT) until the Premises are repaired or rebuilt. In no event, shall LANDLORD be required to repair or replace any property of TENANT. 18. Eminent Domain. 18.1. If the whole Premises or any part thereof is taken by any public authority under the power of eminent domain, TENANT has the right to terminate the Lease and vacate the Premises anytime between the award of taking to the public authority and the day the public authority takes possession. 18.2. If less than the whole of the Premises is taken by any public authority under the power of eminent domain, and TENANT elects to remain on the Premises, the rent shall be reduced in proportion to the amount of space taken by the public authority. Neither Party shall have any future obligation or liability under the Lease (except as otherwise stated herein), if the Lease is terminated pursuant to this Section. 19. Assignment. TENANT shall not assign, sublet, or in any manner transfer this Lease or any estate or interest therein without the prior written consent of LANDLORD. 20. Ouiet Eniovment. Upon performance of its obligations under this Lease, TENANT shall peacefully and quietly hold and enjoy the Premises without hindrance or interruption by LANDLORD or its agents or employees. Page 9 of 12 Version 08-09-21 21. Modifications. This Lease may be modified or amended only by written agreement of LANDLORD and TENANT. 22. Bindine Effect. The terms and conditions of this Lease shall be binding and shall inure to the benefit of the Parties and their respective heirs, representatives, successors, and assigns (subject to the limits in Section 19). TENANT shall not record this Lease or a memorandum of this in the Oakland County Register of Deeds Office. 23. Severability. If a tern or condition of this Lease is found by a court of competent jurisdic- tion to be invalid, unenforceable, or to violate federal or state law, then the tern or condition shall be deemed severed from this Lease; all other terms and conditions shall remain in full force and effect. 24. Waiver. No waiver of any tern or condition of this Lease, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a further continuing waiver of a term or condition of this Lease. No remedy available to a Party for the other Parry's breach of this Lease is intended to be an exclusive remedy. A Parry's exercise of any remedy for breach of this Lease shall not be deemed or construed to be a waiver of its right to pursue an- other remedy. 25. Use of Words. The pronouns and relative words used in this Lease shall be read inter- changeably in masculine, feminine or neuter, singular or plural, as the context requires. 26. Notice. All notices required under this Lease shall be in writing. Notices shall be effective: (a) the next Business Day, if personally delivered; (b) the third Business Day, if sent by U.S. mail, postage prepaid, return receipt requested; (c) the next Business Day, if sent by a nation- ally recognized overnight express courier with a reliable tracking system; or (d) the next Business Day with a receipt of confirmation, if sent by e-mail or fax. Notice to LANDLORD shall be sent to: P.O. Box 430445, Pontiac, MI 48343. Notice to TENANT shall be sent to: (1) Oakland County Facilities Management, Director, One Public Works Drive, Building 95 West, Waterford, Michigan 48328 and (2) Oakland County, Health and Human Services, Di- rector, 1200 North Telegraph Road, Pontiac, MI 48341. 27. Force Maieure. LANDLORD shall not be in default under this Lease (and the time for LANDLORD to perform shall be extended day for day) to the extent LANDLORD is unable to perform any of its obligations on account of any adverse weather, strike or labor problem, energy shortage, governmental pre-emption or prescription, national emergency, or any other cause of any kind beyond the reasonable control of LANDLORD. 28. Subordination/EstopPei. This Lease and all rights of TENANT hereunder shall be subordi- nate to the lien and security title of any mortgage which may encumber the Premises. Upon demand, TENANT shall execute and deliver to LANDLORD or to mortgagee any instru- Page 10 of 12 Version 08-09-21 ments, requested by either of them, to evidence such subordination. Upon demand, TEN- ANT will execute and deliver to LANDLORD, LANDLORD'S mortgagee, purchasers, or any other third party designated by LANDLORD an estoppel certificate in the form and sub- stance requested by LANDLORD, to the extent it is factually accurate. 29. Governing Law. This Lease shall be interpreted under and governed by the laws of the State of Michigan. 30. Entire Agreement This Lease constitutes the entire agreement of the Parties with respect to the Premises. All prior negotiations, agreements, and understandings, either oral or written, are merged into this Lease. 31. Authority: TENANT represents that it is authorized by all required governmental action to enter into this Lease and the individual(s) signing this Lease on behalf of TENANT are au- thorized to bind TENANT to its terms. LANDLORD represents that the individual(s) sign- ing this Lease on behalf of LANDLORD are authorized to bind LANDLORD to its terms. Page 11 of 12 Version 08-09-21 IN WITNESS WHEREOF, the parties execute this Lease. (LANDLORD) By: Renna Thweni Managing Partner for Trillium Trio, LLC This Lease was acknowledged before me in Oakland County, Michigan this day of , 2021, by COUNTY OF OAKLAND (TENANT) By: David T. Woodward, Chairperson Oakland County Board of Commissioners Landlord. Notary Public, Oakland County, Michigan Acting in Oakland County My Commission Expires: This Lease was acknowledged before me in Oakland County, Michigan this day of , 2021, by David T. Woodward, Chairperson, Oakland County Board of Commissioners, Notary Public, Oakland County, Michigan Acting in Oakland County My Commission Expires: Page 12 of 12 Version 08-09-21