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HomeMy WebLinkAboutResolutions - 2021.12.09 - 350841 JJAKiAND7F_® I U V N I r IV] Ii,ni6APJ BOARD OF COMMISSIONERS December 9, 2021 MISCELLANEOUS RESOLUTION #21-472 Sponsored By: William Miller III IN RE: Facilities Management - Resolution Approval and Acceptance of Second Amendment to Sublease Agreement with Easter Seals Michigan, Inc and Oakland County Chairperson and Members of the Board: WHEREAS the Women, Infants and Children Supplemental Food Program (WIC) is currently subleasing space at 1010 E West Maple Road from Easter Seals Michigan MR# 17240 (Sublease Agreement) and MR# 21041 (Amendment #1 to Sublease Agreement); and WHEREAS due to a consistent average monthly caseload of 1.600 women and children (Ages 0-5 ), there is a need to continue the delivery of WIC services in the Walled Lake area; and WHEREAS the Oakland County Health Department Administration has determined that the WIC program should remain at the same location in Walled Lake and that the current sublease should be extended: and WHEREAS the County shall pay rent of S11132.89 per month or $13.594.68 per year for a gross sublease, and it shall have no obligation for real estate taxes, common area expenses or utilities: and WHEREAS the term of the sublease shall commence on July 16, 2021, and terminate on July 15. 2026; and WHEREAS the Departments of Health and Human Services, Facilities Management and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached Second Amendment to the sublease agreement and reconumend its approval. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Second Amendment and directs its Chairperson to execute the amendment and all other documents related to the amendment which may be required. BE IT FURTHER RESOLVED a budget amendment is not required as the budget was amended with the FY 2022 Local Health Department (Comprehensive) Agreement grant acceptance (M.R. #21-435). Chairperson, the following Commissioners are sponsoring the foregoing Resolution: William Miller HI. Date: December 09, 2021 David Woodward, Commissioner 6. au Date: December 14 2021 Hilarie Chambers, Deputy County Executive II f&V."' Date: December 15 2021 Lisa Brown, County Clerk ( Register of Deeds COMMITTEE TRACKING 2021-12-01 Economic Development R Infrastructure - recommend to Board 2021-12-09 Full Board VOTE TRACKING Motioned by Commissioner William Miller III seconded by Commissioner Robert Hoffman to adopt the attached Resolution: Approval and Acceptance of Second Amendment to Sublease Agreement with Easter Seals Michigan, Inc and Oakland County. Yes: David Wood\yard, Michael Gingell, Michael Spisz, Karen Joliat. Kristen Nelson, Eileen Kowall, Christine Long. Philip Weipert, Gwen Markham. Angela Poxvell, Thomas Kuhn. Charles Moss. Marcia Gershenson. William Miller III. Yolanda Smith Charles, Charles Cavell. Penny Luebs, Janet Jackson, Gary McGillivray, Robert Hoffman, Adam Kochenderfer (21) No: None (0) Abstain: None (0) Absent: (0) The Motion Passed. ATTACHMENTS Exhibit A - 2nd Amendment to Lease with Easter Seals Second Amendment to Sublease 2021-2026 (final version 10-27-20- STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa BroNvn, 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 9. 2021, 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 on Thursday, December 9, 2021. Lisa Brown, Oakland Coitw.v Clerk/Register of Deeds EXHIBIT A LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into as of the date indicated on the Lease Data Exhibit attached hereto by and between SAMARA PROPERTY MANAGEMENT, LLD, a Michigan limited liability company ("Landlord"), whose address is indicated on the Lease Data Exhibit, and the party identified Be -Tenant- on the Lease Data Exhibit, ARTICLE I GRANT AND TERM $action 1,01 Leased Premises. Landlord hereby leaaes to Tenant and Tenant hereby leases from Landlord those premises located at 1010 E. West Maple, Walled Lake, Michigan ("Property"), which premises consists or the square feet of ground floor area specified on the Leased Data Exhibit and more commonly known by the street address set forth in the Lease Data Exhibit ("Leased Premisea"). The Property is more particularly described in Exhibit A attached hereto. Landlord reserves the right to change, add to or subtract from the name, appearance and size or the land, buildings or common areas of the Property and its sign so long as the Property complies with the requirements of the local municipality. Section 1.02 Term. The term of this Lease shall be the number of years specified on the Lease Data Exhibit, beginning on the Commencement Date as defined in the Lease Data Exhibit. Section 1.03 Maintenance and Conetruct,ion. Landlord shall keep in good repair the four outer walls and roof of the building in which the Leased Premises are located but not the doors, window or related framea or hardware, Tenant shall promptly notify Landlord in writing of any repairs which are the responsibility of the Landlord to perform. Landlord shall not be called upon to make any other repaire of any kind except as provided in Articles V, X and XI hereof, and in all events shall not be required to make any repairs occasioned by the act or negligence of Tenant, its agents or employees. It .is agreed that except an set forth in the Lease Data Exhibit, the Tenant hereby formally accepts the Leased Premises in an "as is" condition except as modified in the attached Lease Data Exhibit. Tenant shall not make or cause to be made any alterations, additions, or improvements to the Leased Premises, or install or cause to be installed any exterior signs, floor covering, interior or exterior lighting, plumbing fixtures, shades, canopies, or awnings, or make any changes to the front, the mechanical, electrical, or sprinkler systems in the Leased Premises without the prior written approval of the Landlord. ARTICLE 11 RENT Section 2.01 Bent, The rent payable by Tenant during the term of this Lease shall be as sat forth an the Lease Data Exhibit. The rent shall be payable by Tenant in advance in monthly installments in accordance with the schedule on or before the first day of each month, at the office of Landlord, without any prior demand therefor or without any deductions or setoff whatsoever. The first month's rent shall be due and payable on or before the Commencement Date, Any and all sums of money or charges required to be paid by Tenant under this Lease shall be deemed to be rent, and shall be due and payable at the office of Landlord as provided herein without prior demand and without any deduction or setoff whatsoever. Section 2.02szialft'h'aamazz(pki, . *ih. Tenant agrees to pay to Landlord its proportionate share of the amount of all real estate taxes and asseasmente (general and special) which may be aeseased against the Property or any tax in substitution therefore ("Real Estate Taxes") becoming due and payable during the term of this Lease. Real Estate Taxes shall be deemed to accrue ratably each month of the year during which such taxes become due and payable. Tenant's proportionate share shall be the proportion which the floor area of the Leased Premises beara to the total floor area of the rentable space Of the Property 4BEggpg0�13g fcSARgg§ah�Y)�4P522t3Ba13$�gitTgP�idY3tp� 00MV- , Landlord will annually estimate the amount of such Real Estate Taxes and will notify Tenant of its share in writing, which at the Landlord's option, wi1.xL�b'$stiifd's.j astvano�,..�Q}la�Y,�,a�Qn�.�wi+�Az�tte:s7t, l�anlai�z���aria�,i�tasl�ri�r-�"susx�'�.ihE��`�*ati'fiz���lvjrizta R�s1 39"tt_ m,.. pa..m>nr u,4H) the excess of such estimated payments made over the actual amount or, if appropriate, Tenant shall pay to Landlord together wicn cne ncAU pai,,,�(.t o_ minimum rent the difference between the actual tax amount and such estimate. Section 2,03 Lease Year. The term "Lease Year" as used herein shall mean each CfTe"fi�iai`=k during the term of this Lease, except that the first Lease Year shall begin on the Commencement Data of this Lease and the last Lease Year shall end on the date this Lease expires or sooner terminates, ARTICLE III r SECURITY DEPOSIT � Section 3.01 Security Deposit. Tenant shall deposit with Landlord the sum set forth in the Lease Data rib Ihit as security for the performance by Tenant of this Lease. Upon an Event of Default, Landlord may apply or retain the whole or any part of the security in satisfaction of damages incurred, ARTICLE IV CONDUCT OP BUSINESS BY TENANT Section 4,01 Use of Premises. Tenant covenants and agrees to use the Leased Premises only for the operation of the business described in the Lease Data Exhibit and Tenant shall obtain the necessary permits therefor, Tenant shall conduct its business at the Leased Premises under the name set forth on the Lease Data Exhibit, Section 4.02 Care of Premises. Landlord agrees to maintain the heating and cooling mechanical systems (subject to including a maximum portion of the cost of such maintenance and repair as part of the common area charges as set forth in Article V hereof), air conditioning, utility infrastructures that support the Building and any other equipment installed in the Premises in good order, condition and repair and in accordance with applicable ordinances and regulations, all at its sole cost and expense, Tenant agrees to redecorate, paint and replace all carpeting in the Leased Premises as necessary and to maintain and repair the plumbing and electrical systems in relation only to the Leased Premises. It a licensed plumber chosen jointly by Landlord and Tenant _ finds that that Tenant, its employees or invitees used the plumbing facilities or the adjoining or connecting sewer lines or mains improperly, then the expense of any damage or repair shall be borne by Tenant. Tenant shall not perform any acts or carry on any practices which may disturb other tenants in the Property and shall at all times keep the Leased Premises clean and free from rubbish and dirt and shall store all trash and garbage in the Leased Premises. At Landlord's election, Tenant shall secure and pay for containers for Tenant's garbage and trash. Such container shall be picked up when and Located where Landlord may direct. Section 4.03 Right of Entrv, Landlord shall have the right to install, maintain, use, repair and replace pipes, ducts, wires and conduits leading through the Leased Premises in locations which will not materially interfere with Tenant's use, $action 4,04 Signs and Advertising, Tenant may erect aign(s) to be affixed on the North (west half) and West aides of the Building in a size not to exceed fifty percent (508) of the maximum allotment for signage under the Walled Lake sign ordinance, Tenant shall submit its sign design to the Landlord for approval prior to installing the same, which approval shall not be unreasonably withheld. Tenant may also place signage in the Building Lobby entrance area in the south portion of the middle half of the entranceway, ARTICLE V COMMON AREA$ Section 5,01 Maintegance and Designation of Common Areas, The term "common areas" shall include, without limitation, all parking areas, access roads, driveways, sidewalks, loading areas, retaining walls, lighting facilities, drainage facilities, pylon signs, equipment etorage areas, lobbies, entryways, the heating and cooling system serving the Leased Premises (subject to the limitations set forth in Section 5.02), comfort stations, landscaped and planting areas and other facilities designated from time to time by Landlord as common areas which may be provided for the general use of Tenant in common with other tenants of the Property, their customers and invitees or for compliance with the amendment to or enactment of any law, ordinance or regulation, Landlord shall be responsible to reasonably arrange, operate, repair and maintain the common areas in its sole discretion. Tenant's right to use the common areas is subject to such rules and regulations as Landlord may establish from time to time, and Landlord's right to close any of the common areas for repair/maintenance purposes or to utilize portions of the common areas for entertainment, dieplays, advertising, or for such other uses which in Landlord's judgment tend to attract the public. C=_O�')2-TpnanC' Fh re oP common Area Ex ense. Tsnant agrees to pay Landlord as additional rent its proportional share of the coat o operang, e gyp( maintaining, a_l l_ 2 rb� common areas, to which shall be added an amount equiar to ten perce-t 10$ thereof for administrative costs, Such costs shall include all sums expended by Landlord for the operation, repair and maintenance of the common areas, including, without limitation, the coat of: lighting; resurfacing, repainting and restriping pavement and parking areas; cleaning and other janitorial services; maintenance, repair or replacement of the heating and coaling system serving the Leased Premises (°t{VAC Repairs"), provided that the maximum amount billed to Tenant for Tenant's share for HVAC Repal'rs for preventative mainten-- ance in any year during the term of this Lease, as extended, shall not exceed Five Hundred Dollars ( 50 .O0) on a cumulative basis and provided that the maximum amount billed to Tenant for Tenant's share for HVAC Repairs for any form of repair, maintenance and/or replacement outside of preventative maintenance in any year during the term of this Leaso, as extended, shall not exceed Five Hundred Dollars ($500.00) on a cumulative basis , providing garbage container and pick-up service; snow removal, planting and relandscaping; drainage (including regular cleaning of the sanitary and storm drains); modifications which may be required by a change in or enactment of any law, ordinance or governmental regulation to which the Landlord or Property may be subjects personal property taxes, supplies, periodic decorations and rnamentsr total compensation benefits paid to or on behalf of the employees; and ,I depreciation of equipment acquired for use in connection with the common areas; but shall w1 not include taxes or assessments or any other charge or cost which Tenant is otherwise required to pay herein. Tenant's proportionate share, for purposes of this Section 5.02, shall be the proportion which the total floor area of the Leased Premises bears to the total floor area of the�;us.ld' ng at the Property (61988 of useable square footage/15,522 total square footage 9A,70). Landlord may estimate the cost of common area operation -"� and maintenance and wi 2 n ify Tenant in writing if there is a change in Landlords' estimate which shall be paid monthly along with the rent, Landlord shall adjust such estimate annually to reflect actual expenses, at which time Landlord shall credit Tenant's next common area maintenance payment with the excess of such estimated payments over the actual expenses or, if appropriate, Tenant shall pay to Landlord, together with the next payment of minimum rent, the difference between the actual expenses and such estimate. ' ' ARTXCLE VI INSUR.gNCB AND INDEMNIFICATION a Section 6.01 Tenant's insurance Requirements. Tenant shall secure, At its sole cost and expense, comprehensive public liability and property damage insurance with+ respect to the Leased Premises and the areas adjacent to the Leased Premises with a single combined public liability limit of not less than One Million Dollars ($1,000,000) and with property damage liability limits of not lase then one Hundred Thousand Dollars ($100,000). Tenant shall also seoure, at its sole cost and expense, fire and extended coverage insurance covering the Tenant's personal property, fixtures, improvements and alterations located on the Leased Premises. All policies of insurance required to be maintained by Tenant shall name Landlord and any other parties in interest designated by landlord as additional insureds and shall contain a provision that the insurer will not cancel or change the insurance without giving Landlord thirty (30) days' prior written notice. Such policies shall provide that the same will remain in full force and street with proceeds payable in accordance with their terms notwithstanding any act or negligence of Tenant. Tenant shall furnish to landlord such evidence as Landlord may require that the insurance is in full force and effect and that the premiums therefor have been paid. Section 6,02 Landlord's Insurance. Landlord shall keep in full force and effect (I) comprehensive public liability and property damage insurance with reepeot to the Property with limits of not less than the amounts specified in Section 6.01 hereof; (ii) fire and extended coverage insurance covering the Property and all appurtenances thereto (except Tenant's merchandise, trade fixtures, furnishings, equipment and personal property), together with special. extended coverage endorsements commonly known as "all risks" endorsements in an amount equal to the full replacement value, if available, but not less than that required by Landlord's mortgagee, if any, from time to time; and (III) workmen's compensation insurance, contractors operations insurance, rental insurance and such other coverage deemed necessary by it or its mortgagee, if any, Tenant agrees to pay Landlord as additional rent Tenant's proportionate share of the cost of Landlord's insurance payable in any Lease Year. Tenant's proportionate share shall be the proportion which the total floor area of the Leased Premises bears to the total floor of the, VAntahl, space ,.n 1no H„ItA;ngs in t P. Pronert06.988 of useable square footage/15,522 total square footage - 44.74%). Landlord will estimate the amount of such costs and will notify Tenant of its proportionate share of such estimate, which will be paid monthly in advance along with the rent. Any over or under charges will be adjusted when Landlord becomes aware of the actual insurance expense. Section 6.03 Covenant to Hold Harmless, Tenant covenants to indemnify and hold harmless Landlord from and against all claims and all coats (including reasonable attorneys' fees), expenses and liabilities incurred in connection with all claims, actions or proceedings arising from or as a result of any negligent act or omiecion of Tenant or any subtenant, concessionaire or licensee of Tenant or its agents, contractors or employees, it is understood and agreed that all. of Tenant's personal property upon or in the Leased Premises shall be kept, stored or maintained at the sole risk of Tenant. Section 6.04 Increased Insurance Hazard. Tenant will not permit any activity to be conducted or good or item to be located or stored in or on the Leased Premises which might in any way tend to increase the insurance rates or invalidate the insurance on the Leased premises and/or the Property. Tenant agrees to pay any increases in premiums for insurance that may be charged and all other costs or damages resulting from the foregoing. Section 6.05 Waiver of Subrogation, Landlord and Tenant hereby release each other and their respective agents and employees from any and all liability to each other or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by or resulting from risks insured against under fire or extended coverage casualty insurance carried by the parties hereto and in force at the time of any such loss or damage; provided, however, that this release shall be applicable only with respect to loss or damage occurring during such time as the reieasor's policies contain a clause or endorsement to the effect that any such release shall not adversely affect or impair such policies or prejudice the right of the releasor to recover thereunder. Landlord and Tenant each agrees that it will request its insurance carriers to include in its policies such a clause or endorsement, and will include such a clause , it available. V,C.A P Y) ARTICLE VII UTILITY CHARGES �/y� Section 7.01 Utility Charges. Tenant shall pay to Landlord its proportionate share of all utility charges for the Leased Premises inc�ludiin wafer, sewer, gas, and leotrioity charges based o�± 1'he Following pro rp4 tion - fi) for the first 12 months of, the 6ease TegMj Tenant shall pay one hundred percent (100%) of cne coat of such utilities, and Tenant shall control all' the thermostats for the Leased Premises and any vacant space in the Building during such 12 month periodi and (ii) after the initial 12 months period, Tenant shall pay its share of utlity charges based on the proportion that the total floor area of the Leased Premises bears to the total floor area of the rentable space of the buildings in the Property (6,908 of useable square footage/15,522 total square footage - 44,i44). The obligation of Tenant to pay for water, sewer, gas and electricity, and heating and air conditioning, as herein provided, shall commence on the Commencement Date of this Lease, ARTICLE VIII ASSIGNMENT AND SUBLETTING Section 8.02 Assignment. Tenant may assign, mortgage or encumber this Lease or any interest in this Lease or sublet or permit the Leased Premises or any part thereof to be used by others with Landlord's consent which shall not be unreasonably withheld If this Lease is assigned or if the Leased Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved and the same shall not constitute a waiver of this covenant or a release of Tenant from this Lease. The consent by Landlord to an assignment or subletting shall not be construed to relieve Tenant from obtaining the consent in writing of Landlord to any further assignment or subletting. P.ptwithstandinq the £oreaoina own ng_in this Lease --to t e eontr. L�WDL9RD'@ coneeRt bUC With tlYiOY Written notice to Landlord_. TENANT maV Aerie or sublet"-•all-o"nv portion,of the Leased Premises to ��_apy_pera, which. directly or indirectly_,_ controls�ANT_sr_ is eontrgllsd by TEST common,. control with_ TENANT.(1.il anv successor to TENANT by mP.raer. cons, operation of law, (iii) any person or entity to whom ali or substantial tv all sidiaz of Tenant eucceseor to Tenant by merger, or an affiliate of Tenant. The term "affiliate of Tenant" as use 6mlaii, o'a.z;„arr-errtttl. controlling, controlled by, or under common control with Tenant. Notwithstanding anything herein to the contrary, the Tenant shall not be released from any obligation or liability under the Lease which accrue subsequent to such an assignment or subletting. ARTICLE IX ESTOPPEL STATEMENT, ATTORNMENT AND SUBORDINATION Section 9,01 EetoMel Statement. within ten (10) days after each request by Landlord, Tenant shall execute in recordable form and deliver to Landlord a written certification that, (i) this Lease is in full force and effect, (ii) the Commencement Dace; (III) rent is paid currently without any offset or defense thereto; (iv) the amount of rent, if any, paid in advancer (v) there are no uncured defaults by Landlord or stating those claimed by Tenant, and (vi) such other information as may be requested by Landlord's mortgagee, prospective purchaser or other party identified in section 9.03. Section 9.02 Attornment. Tenant shall, in the event of the sale or assignment of Landlord's interest in the Leased Premises, or in the event of foreclosure or the exercise of the power of sale under any mortgage, or upon delivery of a deed -in -lieu of foreclosure, attorn to the purchaser and recognize such purchaser as the Landlord under this Lease. Such attornment shall be self -operative without the execution or delivery of any further instrument by Tenant, however, no such attornment shall cause such subsequent Landlord to be liable for any act or omission of Landlord or bind it for any rent or additional rent which Tenant may have paid in advance to Landlord, section 9,03 Subordination. Tenant hereby agrees that this Lease is and shall be subject and subordinate at all times to any and all present and future ground or underlying leases, leasehold mortgages, mortgages and building loan mortgages affecting Landlord's interest in the Property, provided that such mortgagee agrees that the Tenant's interest hereunder shall not be disturbed so long as Tenant is not in default hereunder. Tenant also covenants and agrees that any mortgagee, overriding or ground lessor may elect at any time to have this Lease prior to its interest in the Property, and in the event of such election and upon notification to Tenant to that effect, this Lease shall thereupon be deemed so prior, whether this Lease is dated prior or subsequent to the date of such other interest, ARTICLE X DESTRUCTION OF LEASED PREMISES Section 10.01 Reconstruction of Damaqes Premises, If the Leased Premises shall be damaged or destroyed in whole or in part by fire or other casualty and unless Landlord shall elect not to rebuild as hereinafter provided, the Leased Premises shall be repaired by Landlord at Landlord's expense, provided that Landlord shall not be obligated to expend an amount in excess of the insurance proceeds made available. If Landlord rebuilds the Leased Premises as provided in this Article s, Tenant shall promptly repair or replace its merchandiser trade fixtures, furnishings, equipment, personal property and leasehold improvements. Section 10.02 Election to Terminate. If the Leased Premises shall be damaged or destroyed in whole or in part by fire or any other casualty or occurrence and Insurance proceeds with respect to such casualty or occurrence shall be unavailable to Landlord for repairs or rebuilding, or if more than fifty percent (5") of the floor area of the building in which the Leased Premises are located shall be damaged or destroyed by fire or any other casualty or occurrence, then Landlord may elect either to repair or rebuild the Leased Premises or to terminate this Lease upon giving notice of such election in writing to Tenant within sixty (60) days after the happening of the event causing the damage. Rent shall be prorated as of the date of any such termination. Section 10.03 Abatement of Rental. If the casualty, repairing or rebuilding of the Leased Premises shall render the Leased Premises untenantable in whole or in part, a proportionate abatement of all charges due under the Lease including, but not limited to, rent, Real Estate Taxes and charges due under Section 5.02 shall be fully abated from the date when the damage occurred until the date Landlord completes the repairs or rebuilding rendering the Leased Premises useable by Tenant for the permitted uses set forth in the Lease Data Exhibit, Said abatement shall be computed on the basis of the ratio of useable floor area of the Leased Premises versus untenable area in the Leased Premises. In the event Landlord elects to terminate this Lease, all charges due under t4a__Leaae__in.c1udirn. but not limited to, rent, Real Estate Taxes and charges due under Section 5.02 shall be fully abated starting from the date when the eamage oc��,rro�i--ue•_'_'_ the date Landlord terminates this Lease, ARTICLE XI EMINENT DOMAIN Section 11.01 Total Condemnation, In the event that the whole of the Leased Premises is taken in any proceeding by public authorities by condemnation or otherwise, then the term of this Lease shall cease and terminate as of the date of title vesting and all rentals shall be paid up to that date. Whenever there is a reference in this Lease to a taking by public authority, such reference shall be deemed in each case to include a purchase and sale in lieu of such taking. Section 11.02 Partial Condemnation. In the event that more than twenty-five percent (25b) of the floor area of the Leased Premises shall be taken as hereinabove described, then either party shall have -the option of terminating this Lease by notifying the other in writing, and upon such notice being given, the condemnation shall be treated as a total condemnation, In the event that more than fifty percent (5020 of the floor area of the building in which the Leased Premises are located is taken, or in the event that any portion of the common areas is taken such that operation of the Property in accordance with applicable governmental laws or regulations or sound business practices is no longer possible, then either party shall have the option of terminating this Lease by notifying the other party in writing, and upon such notice being given the condemnation shall be treated as a total condemnation. In the event that this Lease is not terminated following a taking, then Landlord shall, at its sale cost and expense, restore the remaining portion of the Property to the extent necessary to render the Leased Premises suitable for the purposes for which it was leased, provided that such work shall not; exceed the scope of the work originally required of Landlord under Section 1,03 and that the cost thereof shall not exceed the proceeds of its condemnation award. In such event, this Lease shall continue for the balance of its term as to the part of the Leased Premises remaining and the rent to be paid by Tenant after such taking shall be reduced prorate, in the proportion which the floor area of the Leased Premises remaining bears to the entire floor area of the Leased Premises prior to such taking, Section 31.03bistribution of Award, Tenant waives all rights or claims incident to a total or partial taking and all compensation awarded or paid upon such taking shall belong to and be the property of Landlord, provided, however, that Tenant shall be entitled to claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately made to Tenant for depreciation to and Cost of removal of its merchandise and trade fixtures unless a payment made to Landlord by the condemning authority includes such compensation intended to be paid to Tenant ARTICLE XII DEFAULT OF TENANT Section 12.01 Event of Default. The occurrence of any of the following shall constitute an Event of Default hereunder and entitle Landlord to pursue all remedies allowed hereunder together with those allowed by law: (a) Delinquency in the payment of rent or any other amount payable by Tenant under this Lease for a period of seven (7) days after the due date. (b) Failure to perform or to comply with arty of the terms, covenants, conditions or agreements to be performed under this Lease other than those specifically described in this Section 12,01, and failure to rectify or remove said default(s) within thirty (30) days after written notice of same or within the time period which is otherwise applicable, if shorter. (c) Commencement by or against Tenant of a proceeding under the United States Bankruptcy Code and the failure of the trustee to properly assume this Lease or permit this Lease to be deemed rejected or terminated. (d) Filing by or against Tenant or Guarantor of Tenent-s obligations hereunder in any court pursuant to any state statute of a petition in bankruptcy or insolvency, or for reorggnization or rearrangement, or for the appointment of a receiver or trustee of all or a portion of Tenant's or said Guarantor's property (except when any such proceeding is filed against Tenant or its Guarantor, such party shall have sixty (be) days after commencement to have such proceeding dismissed), or for any assignment of the property of Tenant or its Guarantor for the benefit of creditors, Section 12.02 Remedies. Upon default, and in addition to any other available remedy, the Landlord shall have the right to any or all of the following remedies; (i) to terminate this Lease or to allow this Lease to survives (ii) to re-enter and remove all Pa�ev,;� .:.:2 p-�: ^�.y -A p7ana Fueh nroeerty in Storage for the account and cost of Tenant; (iii) to make such alterations and repairs as Landlord deems necessary v� v&,a:) Landlord to relet the Leased Premises; (iv) to relet the Leased Premises; and (v) to collect rent and all other damages provided herein. In the event of re-entry by Landlord, with or without termination of this Lease, the liability of Tenant for rent and all other charges then or thereafter due shall survive and prepaid rent may be retained by Landlord and applied as provided hereinafter. Tenant shall also be and remain liable for all sums due and damages incurred by reason of any default, including, without limitation, the cost to recover possession of and restore the Leased Premises, reasonable attorneys' fees and the present worth at termination of this Lease of the excess, if any, of the amount of rent and other charges due hereunder for the remainder of the lease term, over the then reasonable rental value of the Leased Premises for the remainder of the lease term. Upon resetting, all sums received by Landlord shall be applied to the payment of any sum collectible by Landlord hereunder whether then due or coming due thereafter. If sums received from reletting are less than that to be paid by Tenant hereunder, Tenant shall immediately pay such deficiency to Landlord. Any suit brought to collect the deficiency for any month shall not prejudice the right of Landlord to collect the deficiency for any subsequent month by similar proceeding. Landlord shall not be liable for failure to relet or collect rent due upon reletting, and no failure shall relieve or otherwise affect the liability of Tenant. Landlord's pursuit of any one remedy allowed herein shall not be deemed an election OR remedies or prevent Landlord from pursuing any other remedy whether concurrently or at a later time. Section 12.03 Laws of the State of Michigan. (a) This Lease shall be governed by and construed in accordance with the laws of the State of Michigan. The unenforceability, invalidity or illegality of any term or provision of this Lease shall not render any other term or provision unenforceable, invalid or illegal. (b) Any notice, demand, request, consent or other instrument which may be or is required to be given under this Lease shall be in writing and either served personally or sent. by United States registered or certified mail, return receipt requested, postage prepaid, and addressed to the address set forth in the Lease Data Exhibit, or at such other place as either party may designate by written notice to the other, Any written notice sent by mail shall be deemed to have been served as of the next regular day for delivery of mail after the date it was mailed in accordance with the foregoing provisions, ARTICLE XSIT SURRENDER OF PREMISES, SUCCESSORS Section 13.01 Surrender of Leased Premises. On or before the expiration or earlier termination of this Lease, Tenant shall surrender to Landlord the Leased Premises and all of Tenantla alterations and fixtures broom clean, in good order and condition (excepting reasonable wear and tear and destruction to the Leased Premises described in Article XII hereof). Tenant may remove only those alterations or improvements to the Leased Premises which are installed by Tenant and which are trade fixtures which may be removed without material damage to the Leased Promises and which, but are not limited to, furniture,, storage and display cases, counters shelves and racks. All other alterations and fixtures including, without limitation, those in the nature of ventilating, air- conditioning, plumbing, sprinkling systems, outlete, partitions, doors, paneling, molding and flooring shall be surrendered with the Leased Premises. Tenant shall perform all repairs or restoration made necessary by the removal of any property as allowed by this section. Section 13,02 successors. Except as otherwise set forth herein, all rights and liabilities herein shall extend to and bind the several respective successors and assigns of the parties. No rights, however, shall inure tc the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing as provided in Section 6.01 hereof. In the event of any transfer or transfers of Landlord's interest in the premises, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer. Section 13.03 Holding over, Any holding over after the expiration of the terms shall be construed to be a tenancy from month to month at the rent established from time to time by Landlord in its written notice to Tenant, in no event less than 125$ the monthly rent herein specified, and on the terms and conditions herein specified. ARTICLE XIV QUIET ENJOYMENT Section 14.01 Landlord's Covenant. Upon payment by Tenant of the rents herein provided and upon the observance and performance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall, subject to the terms and conditions of this Lease, peaceably and quietly hold and enjoy the Leased Premises. Landlord shall not be liable to Tenant for any love or damage that may be occasioned by the acts or omissions of persons or tenants in the Property or any loss or damage resulting to Tenant or his property unless caused by the negligent acts or omissions of Landlord, its agents or employees. Section 14.02 Liability of Landlord, Tenant hereby agrees that Landlord's liability in connection with any Landlord default hereunder shall be limited to the proceeds of sale received upon execution, following judgment, against the Property and out of the rents or other income from such property receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of the Property, and Landlord and its agents, employees and any other persons holding interests under or through Landlord shall not be liable for any deficiency. ARTICLE XV MISCELLANEOUS Section 15.01 Taxes on Leasehold. Tenant shall pay before delinquency all taxes, assessments or other charges levied, assessed or charged during the term of this Lease against any leasehold interest or improvements or personal property of any kind regarding the Leased Premises. If any such amounts are levied against Landlord, Tenant, on demand, shall reimburse Landlord for the amount of taxes so levied against Landlord. Section 15.02 Force Maieure. In the event Landlord or Tenant is delayed or prevented from performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of such party, then the performance of such act shall be excused for the period of the delay. The provisions of this Section 15.02 shall not operate to excuse Tenant from the payment of rent or any other payments when required by the terms of this Lease. Section 15.03 Liens. In the event any machanic'a lien(s) shall be filed against the Leased Premises or Tenant's interest as a result of the work undertaken by Tenant, Tenant shall, within ten (10) days after receipt of notice, discharge such lien(a) by payment of the indebtedness or by filing a bond (as provided by statute) as security therefor. Section 15.04 Late Cbarees and Interest on Late Pavments. If any amount due from Tenant is not received by Landlord within seven (7) days of when due, Tenant shall pay to Landlord an additional sum equal to five percent (5%) of such overdue amount as a late charge, in addition, any such amount which is not received by Landlord within seven (7) days of when due shall bear interest at ten percent (10$) per annum (or such lesser rate equal to the maximum interest rate then permitted by late) from the date due until received, Section 15.05 Waiver. The failure of Landlord to enforce its available rights and remedies shall not be construed as a modification of this Lease or as a waiver of Landlord's available rights or remedies. No waiver by Landlord shall be effective unless in a writing executed by Landlord., Section 15.06 Real Estate Brokers. It is agreed that neither party has had any dealings with any real estate broker or finder with respect to this Lease except the broker indicated on the Lease Data Exhibit, whose commissions or fees, if any, shall be payable by the party indicated on the Lease Data Exhibit, Except for such broker, each party hereto shall indemnify and hold the other party harmless from all damages which may be asserted against the other party by any broker or finder with whom the other party has dealt. Section 15.07 Tenant and Employee Parking,. Landlord represents to Tenant and its concessionaires, agents and employees that at all times during the Term of this Lease there will be a minimum of seventy (70) common parking spots, and shall be available at the Building, including 4 handicap parking spots. Landlord may modify this parking representation as long as it meets municipal code or approval. Section 15.08 Interpretation. This Lease and the Exhibits and Rider, if any, attached set forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant. No amendment or addition to this Lease shall be binding unless in writing and signed by each party. Nothing contained herein shall be deemed to create the relationship of principal and agent or of partnership or joint venture between cue parcica. .voc Li.,y .: :.`-'o=,,ea err''^ -'-'I he�2nstruad to limit the right of Landlord to rent any portion of the Property not covered by this Lease upon any terms or conditions whatever, and for any use or purpose Landlord deeiren, or to grant privileges or immunities to other lessees not granted to Tenant. Neither the delivery of this Lease, its negotiation, nor the acceptance by Landlord or its broker of a deposit constitutes an offer to lease or a reservation of or option for the Leased Premises, and this Lease becomes effective as a lease only upon execution and delivery thereof by Landlord and Tenant. Whenever herein the singular number is used, the same shall include the plurals and words of either gender shall include the other gender, as required. It is expressly agreed that time shall be of the essence of this Agreement, if any language is stricken or deleted from this Lease, such language shall be deemed never to have appeared herein and no other implication shall be drawn therefrom. The table of contents, captions, article numbers and section numbers appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such articles or sections. Tenant shall not record this Lease. If either party hereto is a partnership, limited partnership, corporation or other joint venture or association, the individual(s) executing this Lease on behalf of such entity warrant and represent that such entity is validly organized and existing and authorized to do business under the laws of the State of Michigan, that the form of entity is as set forth in the Lease Data Exhibit, that the entity has lawful authority to enter into this Lease, and that the execution of this Lease by each individual(s) is binding in accordance with the terms and conditions hereof. If Tenant consists of more than one person or entity, then the obligations imposed on Tenant shall be .joint and several. Section 15.09 option to Renew. At the expiration of the term of this Lease, if immediately prior thereto this Lease shall be in of fact and Tenant is not in default at the time, then Tenant shall have and hereby is given the option to renew and extend this Lease for One (1) additional term of Two (2) year ("Renewal Term") upon the same terms, covenants and conditions as those herein contained, insofar as then in force and applicable to such renewal except as to the amount of the rent as net forth in the Lease Data Exhibit, This Option shall be exercised by Tenant by giving notice in writing to _ Landlord of its election at least one hundred and twenty (120) days prior to the _- - expiration of the term of this Leaser and upon such notice being given, this Lease shall _ be deemed to be automatically extended without the necessity of the execution of any further instrument or documents. The monthly rent which Tenant shall pay during the Renewal Term shall be based on the rental rate per square foot as set forth in the Leasey Data Exhibit. special Provisionae I5.10 Right of. First Refusal. If the Landlord receives a letter of intent to lease space in the building at a lease rate and terms acceptable to Landlord ("LOI Proposal-) covering the contiguous premises in the building identified in Exhibit A that are currently vacant ("Vacant.Space"), then Landlord shall notify Tenant in writing that ouch Vacant Space is subject to being leased to a new tenant ("Availability Notice"). Landlord agrees not to enter into a lease for any portion of the Vacant Space for a period of ten (10) days from the date of the Availability Notice. If Tenant wishes to lease the Vacant space before it is leased to a new tenant, then Tenant must notify the Landlord in writing of its desire to lease such Vacant Space and consummate a lease agreement with Landlord prior to the expiration of such ten (10) day period for the same amount of space set forth in the LOI Proposal and under the same rate, terms and conditions set forth in the LOI Proposal. If Tenant has not notified the Landlord of Tenants desire to lease such vacant Space and enter into such lease agreement as described herein prior to the expiration of such ten (10) day period, theft the Tenant shall have deemed to waive all of its rights under this Section 15,10, and the Landlord may proceed to lease or offer to lease the Vacant space at any time during the remainder of the Term to any third party without any further notices to Tenant or offering of the space to Tenant. The Landlords obligation to provide Tenant the Availability Notice for the Vacant Space is a one-time obligation which shall be applicable only to the first time that the Vacant space that is currently vacant space is subject to being rented by Landlord to a new tenant after the Commencement Date, and shall not apply to any subsequent time that the Vacant Premises is available for lease in the future. 15.11 After Hours Utilities. Tenant shall have access to the Leased premises and the building 7 days a week, 24 hours a day, 365 days a year. If the Tenant shall request to nrovide. electrical, and/or heating and air conditioning to the Leased Premises or the common areas at the Property at hours other than 7:30 am to s pm monuay [nruugn Z4113oy, then Tenant shall pay to Landlord the cost based on a rate, as reasonably determined by Landlord for such utilities, for every such hour requested by Tenant. Such hourly rate shall be subject to adjustment annually to compensate the Landlord for increases in its costs in providing electrical, heating and air conditioning to the building or the common areas at the Property, 15.12 ADA Comulianos, The Landlord shall make any repairs, alterations or modifications to the building, excluding the Leased Premises, required by any governmental authority pursuant to any law, rule, or regulation including any requirements under the Americans With Disabilities Act (ADA), unless the same results from the Tenant's act, neglect, default, or business operation, in which event, the Landlord shall make all such repairs, alterations or modifications, at Tenant's sole coat and expense, The Tenant shall, at its sole cost and expense, make any repairs, alterations or modifications to the Leased Premises required by any governmental authority pursuant to any law, rule, or regulation including any requirements under ADA. 25.13 Counterparts, This Lease may be executed simultaneously or in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one of the same instrument. The parties agree that this Leaae may be transmitted between them electronically or digitally, The parties intend that electronically or digitally transmitted signatures constitute original signatures and are binding on the patties. The original document shall be promptly delivered, if requested. IN WITNESS WHEREOF, the parties hereto hereby execute this Lease as of the day and year first above written. Witneasad: Landlord: SAMARA PROPERTY MANAGEMENT, LLC Dy, Its: Member Tenant: Easter Seals -Michigan, Inc. Effective ➢ate: Landlord: Landlord's Address: Tenant: Tenant's Address: LEASE DATA EXHIBIT July 16, 2014 SAMARA PROPERTY MANAGRMENT, LLC 40700 Woodward Ave, Suite 250 Bloomfield Hills, MZ 48304 EASTER SEALS - MICHIGAN, INC. 2399 E. Walton Blvd Auburn Hills, MT 48326 square Feet of Leased Premises: The area outlined on the diagram attached hereto as Exhibit A consisting of approximately 6,944 useable square fast, and 7630 rentable square feet (including a portion of the common areas within the building allocated to Tenant for the main lobby of the Property and other common areas within the building at the Property). The Building consists of 15,522 useable square feet and 17,056 rentable square feet. Street Address of Leased Premises: 1010 E. West Maple, Walled Lake, MI Commencement Date: July 16, 2014 Termi Three (3) years Renewal Termi One (1) option to renew for two (2) years RenT Months of -- Lease Term Annual Rent Monthly Rent 1-36 $9.5D per rentable sq. ft. $5,040,42 Renewal Term year 1 $10.20 per rentable sq. ft. $6,485.50 Renewal Term year 2 $11.00 per rentable sq. ft. $6,994.17 security Deposit: $6,040,00 Use of Premises - only for general office use by Tenant to provide the services offered by Tenant Additional Provisions: 1. Within ninety (90) days after the Commencement Date, Tenant shall complete the following improvements to the Leased Premises at it sole cost and expense: A. New paint throughout Leased Premises, B. New carpet throughout Leased Premises, C, New reception and lobby built out. D. install a demising wall it end of proposed Leased Premises between room number 130 and 141 on the drawing attached hereto as Exhibit A. E. Install a demising wall at the end of the hallway identified as 178. F. Create a common hallway between 178 and 174. (i, Refresh the break room/kitchen (identified as room #141) with new VCT flooring. H. Ceiling tiles replaced where damaged or stained. In the event that Tenant is unable to complete the items listed in A-H above within such ninety (90) day period for reasons beyond the Tenant's reasonable control, then Tenant shall notify Landlord in writing of such delay and the new reasonable date that such item(e) will be completed thereafter 7, Within CO days after the Commencement Date, Landlord shall Complete the following improvements at Landlord's sole cost and expense: A. Exterior walk ways of building are free of trip hazards i,e, concrete repaired or replaced where needed, 9. Exterior landscaping is refreshed including all beds adjacent to the building and the main entrance island, C. Parking lot repaired to be free from trip hazards i,e deterioration, delamination or adjoining surfaces greater than 1.5 inches and restriped. D. All exterior lighting is functional including but not limited to wall packs, Parking pole lights, (Note: These have been removed), E. Main lobby to building is refreshed with new Paint and new flooring i,e. carpet tiles or ceramic tile, in the event that Landlord is unable to complete the items listed in A-E above within such sixty (60) day period for reasons beyond the Landlord's reasonable control, then Landlord shall notify Tenant in writing of such delay and the new reasonable date that such item(s) will be completed thereafter, Tenant: EASTER SEALS - MIC]iIGAN, INC. ©y: o� Its �33iZfc.S lf\F-- NTC GC�t'1 Landlord: SAMARA PROPERTY MANAGEMENT, LLC fiy: Its: Member ar'vm vr"wm w� •a�Pq�f ^W+f mpf A� Y W 11eMP4rt0 pA37 hovnkg -�o OVA - t) OJT qj s� rmaaooia�.sat�� a �xaanna ��o out�voss�v,=sso a J P?<;'1'PFP LiS'71fl1[1A T(I UPA'F AR( 41INl' This FIRST" AMEN131V1F:NT I'0 LEASY AGR1 EMt,N I ("Amendment") is made and entered into as (if this �4 day of May, 2017, by and between SAMARA PROPFR"1 Y MANAGEMENT, LLC, a Michigan limited liability company, as Iandlord ("Landiord"), and EASIER SEAI,SAIKJAGAN, INC., as Tenant f"Tenant"), 44ITN ESSFTH: WHEREAS, Landlord and Tenant have entered into a certain Lease !Agreement bearing an Effective ()ate of July 16, 2014 ("Lease Agreement'), covering certain teal property located in Cite of Walled Lakc, Oakland County, State of Michigan, as more particularly set forth in the Lease Agreement. The parties wish to amend the Lease Agreement to extend the existing tens, and modify other provisions of the Lease Agreement, all as more particularly hereinafter et forth, The definod terms used herein shall have the sane meaning ascribed to them in the Leusc Agreement unicss indicated herein to the eontv'ary, NOW, 't'iiER-1-`FORE, in consideration of the foregoing. and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant consent and agree as follows: I. The term of the lease Agreement, as set forth in the Lease Data Exhibit. is hereby extended for three (3) years, to July 15, 2020 ("Extended I erm"), 2. The monthly Rent payable under Section 2.01 of the lease lot- the period from .July lit, 2017 to July 15, 2020 shall be at 'ten Dollars ($10,00) per rentable square feet, and thus, Six Thousand Three Hundred and Fifty f right and 33/100 ($6,358.33) per mouth, 1, Tenant hereby waives any option to renew the lease Term, and thus, Section 15.09 of the Lease Agreement i, herehy deleted in its entirely. 4, Tenant hereby waives its tight of first refusal as set tiorth in Section 15,10 of the 1 ease Agreement, and thus section 7 5,10 of dic tease Agreement is hereby deleted to its entirety, 5. Landlord has complied with all of hs obligations under the Lease Agreement as of thc date hereof', 6, A facsimile or electronic copy of'a party's signatnre heretuuler shall be deemed to he an original for all purposes. this Amendment may he executed in counterparts, which uficn combined shall constitute one Amendment. The Lease Agreement, as amended herein, is hereby rati fed and con firmed, [51GNATURF,S TO 1`0 11OW ON NFX'T PAGt?j The parties hereto have executed this FIRST' A tdENDMENT VO LEASE, ACCRIiTINILN'l, as of the day and year first above -written. LANDLORD: SAMARA PROPERTY MANACTEMINI, lA.C. a Michigan tiluited liability company N4� Ofilm-,K1111wri Its- Member TENANT: EAS ITR SEALS-MICHIGAN. INC, Name: __&cjeLj cjk L Its:- EXHIBIT C cFCnN" AMENDMENT TO LEASE AGREEMENT This SECOND AMENDMENT TO LEASE AGREEMENT ("Amendment") is made and entered into as of this 3 day of July, 2020, by and between SAMARA PROPERTY MANAGEMENT, LLC, a Michigan limited liability company, as Landlord ("Landlord"), and EASTER SEALS-MICHIGAN, INC., as Tenant ("Tenant"). WITNESSETH: WHEREAS, Landlord and Tenant have entered into a certain Lease Agreement bearing an Effective Date of July 16, 2014, as amended by a First Amendment to Lease Agreement dated May 31, 2017 ("Lease Agreement"), covering certain real property located in City of Walled Lake, Oakland County, State of Michigan, as more particularly set forth in the Lease Agreement. The parties wish to amend the Lease Agreement to extend the existing term, and modify other provisions of the Lease Agreement, all as more particularly hereinafter set forth. The defined terms used herein shall have the same meaning ascribed to them in the Lease Agreement unless indicated herein to the contrary. NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant consent and agree as follows: 1. The Term of the Lease Agreement, as set forth in the Lease Data Exhibit, is hereby extended for one (1) year, to July 15, 2021 ("Second Extended Term"). 2. The monthly Rent payable under Section 2.01 of the Lease for the period from July 16, 2020 to July 15, 2021 shall be at Twelve Dollars ($12.00) per rentable square feet, and thus, Seven Thousand Six Hundred and Thirty and 00/100 ($7,630.00) per month. 3. Landlord has complied with all of its obligations under the Lease Agreement as of the date hereof. 4. The submission of this amendment for examination does not constitute a reservation of or option for the terms contained herein, and shall become binding and effective only upon execution and delivery thereof by Landlord and Tenant 5. A facsimile, electronic copy of a party's signature, or signature by use of an electronic signing platform hereunder shall be deemed to be an original for all purposes. This Amendment may be executed in counterparts, which when combined shall constitute one Amendment. The Lease Agreement, as amended herein, is hereby ratified and confirmed. [SIGNATURES TO FOLLOW ON NEXT PAGE] The parties hereto have executed this SECOND AMENDMENT TO LEASE AGREEMENT as of the day and year first above -written. Lil1k�i1771 yS-#3 SAMARA PROPERTY MANAGEMENT, LLC, a Michigan limited liability company B .� Na ��(�rii T Hlrimori Its: Member TENANT: EASTER Sls"ALS-MICHIGAN, INC. By:Qrent idhW (JI111 202� r) Name: Brent Wirth Its: President / CEO Walled Lake Lease Extension0 Amendment Final Audit Report 2020-07-01 Created: 2020-07-01 By: Jeff Camboia fcambola@essmichigan.org) Status: Signed Transaction ID: CBJCHSCAABAACDka1GVPHbc-RzoCWGBMg7rMKdvTVmkM "Walled Lake Lease Extension 2020_ 2nd Amendment" History Document created by Jeff Cambola Qcamboia@essmichigan.org) 2020-07-01 - 6:36:20 PM GMT- IP address: 68.73.49.131 Cr Document emailed to Brent Wirth (bwirth@essmichigan.org) for signature 2020.07.01 - 6:37:01 PM GMT Email viewed by Brent Wirth (bwirth@essmichigan.org) 2020-07-01 - 8:59:05 PM GMT- IP address: 68.73 49.131 ik, Document e-signed by Brent Wirth (bwirth@essmichigan.org) Signature Date: 2020-07-01 - 6:59:13 PM GMT - Time Source: server- IP address: 68,73.49,131 Signed document emailed to Brent Wirth (bwirth@essmichigan.org) and Jeff Camboia Qcambola@essmichigan.org) 2020-07-01 - 8:59:13 PM GMT 2astersea(S Adobe Sign Michigan I 1 EXHIBIT D THIRD AMENDMENTTO LEASE, AGREEMENT This TRIRI) AMENDMENT TO LEASE ACRE;I:MENT ("Third Amendment") is mado, and cniered into cis of this) )5" clay of'Ju)y, 202L by and between SAMARA PROPERTY MANACh`t1l-'NT, U ', a Michigan limited liability company, as Landlord ("Landlord"), and MS I F R E;L,AI..S- MK'l WjAN, INC., A Iv whigan non-profit corporation, as Ttriant ("Tenant"). WITNILSSETU: tl'111-'RE'AS, Landlord and `Tenant have entered into a certain Lease Agreement bearing an I',ilee,il"c Date of July 16, 2014, as amended by a First Amendment to tease Agreement dated -May +I, 2W ;. and is further amended by a Second Amendment to Lease, dated July 3, 2020 (collectively the "I easc Agreement"), covering certain roil property located in City of Willed Lake, Oakland County, SUUr rri ,Michigan, as more particularly sett forth in the Lease Agreement The patties wish to amend the I .case Agreement to extend the existing term, and modify other provisions of the Lease Agreomcni.:it) as more pats CU121fy hereinaliar set forth. The defined temss used herein shall have the same mcaninj> ascribed to them in the Cease Agreement unless indicated herein to the contrary. NOW, TIIUREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of twhich are hereby acknowledged. Landlord and Tenant Consent and agree as frillows. i The Term of the Lease Agreement, as set forth in the Lease Data Rxhibi:, is hcit;b�� cxt(nided for f;ve (5) yenta: to July 15, 2026 (''Third Extended Ttrmi"), 2. The nmininnan tnon(ltly Rent payable, under Section 2.01 of Lite Le,,eQ for tln� )L,riud from July 16, 2021 icy July 15, 2022 of the Third Extended Term shall he ai 'f'welve and So/:I oo ihollars ($12.50) per rentable square feet, and thus. Seven Thousand Nine Ifundied and Forty Sev;:n rind 921100 ($7,947.921) per month. The minimum monthly Rent shall increase annually at the rate (;r rwo percent f Y0,6) per annurn over the Rent payable in the immediately preceding I.casc Year. ccnnrrrencing ran JuJy 16, 2022, and on every anniversary thereafter during the Third Exte:nd,:d'fcmt. t. Tenant acknowledges that Landlord has complied with all of its obligations under Jw Lease Agreement as of the date hereof', and there are no default, by Landlord under the !,case 4The submission of this Third Amendment for examination does not Coj,.gitutc a reservation of or option for the terms contained herein, and shall become binding and rfiective anilS ul*on execution and delivery thereof by Landlord and Tovaut 5, A Facsimile, electronic copy of a party's signature. or signature by me of ,in cicctn,nic signing plafform hereunder shall he deemed to he an original for all purposes. This Third .Amendmottt may be executed in counterparts, which when combined shall constitute one Thirri r\n enclment. I he Lease Agreement, as amended herein, is hereby ratified and confirmed, [SIGNATURES TO FOLLOW ON NLX"I' PAOT.` The patties hereto have executed this THIRD AMENDMENT TO LEASE AGREEMENT as of the day and year first above -written. LANDLORD: SAMARA PROPERTY MANAGEMENT, CLC, a Michigan limited liability company II Y .� Nat; Omar Ammori Its: Member TENANT: EASTER SEALS-MICIIIGAN, INC. a Michigan Non-profit corporation By: Name: &r�WWrth Its; t're klantjCro r Exhibit E � l w 1S2]Q -MAPLE al -WALLEDIAKE. -M S d0 O a EASIER ZEALS-LEA-SE OOUNIY = -SUBLEASE 6 R�IR�rT OR PLAN FLOOR° L J SECOND AMENDMENT TO SUBLEASE AGREEMENT THIS SECOND AMENDMENT TO SUBLEASE AGREEMENT ("Second Amendment to Sublease") is made by and between Easter Seals -Michigan, Inc. d/b/a Easter Seals Michigan, a Michigan Non -Profit Corporation, 2399 E. Walton Blvd, Auburn Hills, MI 48326 ("Sublessor" or "Tenant"), The County Of Oakland, a Michigan Municipal Corporation, 1200 N. Telegraph Road, Waterford, MI 48341 ("Sublessee") and Samara Property Management, L.L.C., a Michigan limited liability company, 40700 Woodard Avenue, Suite 125, Bloomfield, Hills, MI 48034 ("Landlord"). WITNESSETH Sublessor and Landlord executed a Lease Agreement dated July 16, 2014 ("7/16/14 Lease" — Exhibit A), a First Amendment to Lease Agreement dated May 31, 2017 (Exhibit B), Second Amendment to Lease dated July 2, 2020 (Exhibit C) and a Third Amendment to Lease dated July 15, 2021 (Exhibit D) (collectively, Exhibits A-D are the "Lease") which are attached hereto and incorporated herein by reference. WHEREAS, Sublessor, Sublessee and Landlord entered into a Sublease on August 23, 2017 and a First Amendment to the Sublease on March 7, 2021. WHEREAS, Sublessor, Sublessee and Landlord knowingly and voluntarily desire to into this Second Amendment to Sublease. Now therefore, in consideration of the mutual promises, covenants and agreements hereinafter recited, it is mutually understood and agreed by and between the parties hereto as follows: 1. Annroval/Incomoration/Subleased Premises/Commencement and Termination Date : As required in Section 8.01 of the 7/16/14 Lease, Landlord hereby formally approves this Second Amendment to Sublease allowing the Sublessor to sublease to Sublessee all of its interest, rights, responsibilities, obligations and payment obligations contained in the Lease to use and occupy the 380 square feet of the Leased Premises depicted on the Floor Plan attached hereto as Exhibit E ("Subleased Premises") as though each Provision of the Lease was fully restated herein. Sublessee knowingly, voluntarily, and unconditionally accepts and agrees to be bound by all of the same in replacement of the Sublessor with respect to the Subleased Premises except as specifically stated in the Second Amendment to Sublease. The Commencement Date for the Second Amendment to Sublease shall be July 16, 2021. The Termination Date for the Second Amendment to Sublease shall be July 15, 2026 (collectively "Second Amendment to Sublease Tenn"), 2. Rent/Term/Taxes/CAM/Utilities/Insurance: Sublessee shall pay Sublessor $1,132.89 per month (or $13,594.68 per year) in Rent at Sublessor's address above (unless changed in writing by Sublessor to Sublessee) to sublease the Subleased Premises from Sublessor during the Second Amendment to Sublease Term. Rent shall be due and payable on the tryst day of each caienaar month during the Second Aiucii6uic„i io Sublease Term from Sublessee to Sublessor. However, if the Second Amendment to Sublease shall begin on a day other than the first day of the calendar month, or shall end on a day other than the last day of a calendar month, Rent for such first or last fractional month shall be adjusted to an amount equal to such proportion of the Rent as the number of lease days in such fractional month bears to the total number of days in such month. Sublessee shall have no obligation for the payment of Real Estate Taxes (Section 2.02 of the Lease), Common Area Expenses (Section 5.02 of the 7/16/14 Lease) or Utilities (Section 7.01 of the 7/16/14 Lease) to Sublessor or to Landlord. Sublessee's insurance requirements for the Subleased Premises shall be the same as Sublessor's insurance requirements for the Leased Premises (see Section 6.01 of the 7/16/14 Lease) except that the required insurance may be provided via Sublessee's self-insurance. 3. Maintenance and Revair under Section 15.12 of 7/16/14 Lease: Sublessee shall not be responsible to perform or pay for any maintenance and repair obligations for the Subleased Premises contained in the 7/16/14 Lease. These costs are included in Sublessee's Rent and shall be the responsibility of Sublessor. Sublessee shall have no obligation to make or pay for any repairs, alterations, or modifications to the Subleased Premises as required in Section 15.12 of the 7/16/14 Lease; these are the obligations of Sublessor. 4. Paintine. Floorine, and Carvetine: Sublessee shall not be responsible to perform or pay for painting, carpeting, or flooring for the Subleased Premises. These costs are included in Sublessee's Rent and shall be the responsibility of Sublessor. 5. Garbaee and Trash: Sublessor shall provide for garbage and trash services and receptacles for such at the Subleased Premises at no cost to Sublessee. Sublessor shall provide for custodial services for the Subleased Premises at no cost to Sublessee 6. Indemnification: Because Sublessee is a governmental entity, it cannot indemnify third parties. Thus, Sublessee cannot indemnify and hold harmless Landlord and Sublessor and the first sentence of Section 6.03 of the 7/16/14 Lease does not apply to Sublessee. 7. Security Devosit: Sublessee shall not provide a security deposit to Sublessor or to Landlord as part of this Second Amendment to Sublease. 8. Signs: To the extent Sublessee desires to affix a sign on or in the Subleased Premises, Sublessee must comply with all terms and conditions of Signs and Advertising contained in Section 4.04 of the 7/16/14 Lease. Brokers: There are no brokers involved in this Second Amendment to Sublease. 10. Parking: Sublessee shall have, at a minimum, 12 of Sublessor's common parking spots at the Building. Additional parking for Sublessee may be agreed upon by Sublessee, Sublessor and Landlord in writing. 2 11. No Right of First Refusal/No Ontion: Sublessee shall have no Right of First Refusal (Section 15.10 of the 7/16/14 Lease) and no Option (Section 15.09 of the 7/16/14 Lease). 12. As -Is: Sublessee accepts the Subleased Premises in their current and as -is condition with no obligation of Sublessor or Landlord to make any alternation, addition, or improvement to the Subleased Premises. 13. Use/Eouinment/Furniture: Sublessee shall use the Subleased Premises for general office use and to perform other governmental functions of Sublessee. Sublessor shall provide Sublessee with a mutually agreeable number of desks, chairs, and desk -top telephones at no expense to Sublessee (as selected by Sublessor). Sublessor shall also provide Sublessee with internet service (as selected by Sublessor) to use in the Subleased Premises during the Second Amendment to Sublease Term at no charge or expense to Sublessee. Sublessor shall provide Sublessee with i multi -function printer/copier/scanner ("MFPCS") to use in the Subleased Premises during the Second Amendment to Sublease Term at a charge of $83.33 per month to be paid directly to Sublessor on the first calendar day of each month. Ink and maintenance/repair to be provided for the MFPCS by Sublessor. Sublessor will lease two (2) tablets and three (3) laptop computers to Sublessee for use in Sublessee's operations at a cost of $390.87 per month to be paid directly to Sublessor on the first calendar day of each month. The laptop computers shall be Del 5570 with the following specifications: Core i5 processor, windows 7 Pro (includes Win 10 Pro Licensee): 4 GB Ram; 500 GB hard drive; 15.6 screen; WiFi adapter; Sophos Antivirus software installed and maintained; Office 365 installed and maintained.; and Dell Support for three (3) years. The tablets shall have Office 365 installed and maintained. Any maintenance, repair, or damage to the computers and/or tablets which occurs during the Second Amendment to Sublease Term that is (i) outside of normal wear and tear and (ii) is not rectified by Dell Support shall be the sole responsibility of Sublessee. The computers and tablets shall remain the property of Sublessor and Sublessee shall return them to Sublessor upon expiration or termination of this Second Amendment to Sublease in the same or similar conditions as the start of the Second Amendment to Sublease Term with normal wear and tear excepted. Sublessee shall be required to pay for all other furniture, equipment and supplies needed for its operations. 14. No Assignment or Sublease of Second Amendment to Sublease: Sublessee shall not, under any circumstances, be permitted to assign or sublease the Second Amendment to Sublease. 15. Termination: Sublessor or Sublessee may terminate this Second Amendment to Sublease at any time during the Second Amendment to Sublease Term, for any reason, with at least ninety (90) days advance written notice to the other parry of the Second Amendment to Sublease Termination Date. 1N W1IN hNN W HLKhvr, tnis second Amendmem Lo SiUwase is cxccuidi by Tito parties. SUBLESSOR: Easter Seals -Michigan, Inc. d/b/a Easter Seals Michigan By: Its: Dated: LANDLORD Samara Property Management, L.L.C. By: Its: Dated: 7636932 SUBLESSEE The County Of Oakland By: Its: Dated: