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HomeMy WebLinkAboutResolutions - 2022.06.07 - 35571COUNTY MICHI GAN BOARD OF COMMISSIONERS June 7, 2022 MISCELLANEOUS RESOLUTION #22-195 Sponsored By: William Miller III Economic Development - Lease for Warbirds of Glory Museum Chairperson and Members of the Board: WHEREAS the County of Oakland ("the County") owns the Oakland/Southwest Airport in Lyon Township; and WHEREAS parcels of land and buildings are leased to various aviation businesses for the purpose of conducting aviation business at the Airport; and WHEREAS the Aviation Division has agreed to enter into a new Land and Building Lease with Warbirds of Glory; and WHEREAS the Land Lease will have a term of five years from July 1, 2022, to June 30, 2027, with annual rent fixed for the first two years at $13,500; and WHEREAS under the Land Lease the County his the right to change the rental payment every two years, as set forth in the Land Lease; and WHEREAS the Aviation Division has agreed to abate rent for a period of ninety (90) days from the commencement of the Lease in exchange for the Warbirds of Glory's intent to make improvements to the Building; and WHEREAS the Airport Committee and the County's Office of Corporation Counsel have reviewed and agreed to the terms of the Land and Building Lease. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and accepts the terms and conditions of the attached Land Lease for five (5) years with Warbirds of Glory. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or his designee to execute the attached Land and Building Lease and all other related documents between the County and Warbirds of Glory. BE IT FURTHER RESOLVED that the revenue associated with this Land Lease will be included in the Airport Fund (4FND56500) with the FY 2023 - FY 2025 County Executive Recommended Budget. Chairperson, the following Commissioners are sponsoring the foregoing Resolution: William Miller III. 1 Date: June 07, 2022 David Woodward, Commissioner Date: June 09, 2022 Hilarie Chambers, Deputy County Executive II Date: June 09, 2022 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2022-05-18 Economic Development & Infrastructure - recommend to Board 2022-06-07 Full Board VOTE TRACKING Motioned by Commissioner Penny Luebs seconded by Commissioner Eileen Kowall to adopt the attached Lease: for Warbirds of Glory Museum. Yes: David Woodward, Michael Gingell, Michael Spisz, Karen Joliat, Kristen Nelson, Eileen Kowall, Christine Long, Philip Weipert, Gwen Markham, Angela Powell, 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) Passed ATTACHMENTS I. OSA PROPOSED LEASE MUSEUM.FINAL.l.asd (003) STATE OF MICHIGAN) COUNTY OF OAKLAND) 1, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on June 7, 2022, 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 Tuesday, June 7, 2022. Lisa Brown, Oakland County Clerk/Register ofDeeds' THIS LEASE, to be effective the 1st day of July, 2022, is made by and between the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, hereinafter called the COUNTY and Warbirds of Glory Museum, a domestic non-profit, IRS 501(c)(3) organization, hereinafter called the LESSEE: WHEREAS the County owns and operates the Oakland/Southwest Airport (OSA) in Lyon Township and has real property available which can be leased to the Lessee upon the terms and conditions set forth herein; and WHEREAS the Lessee is desirous of leasing the real property described below according to the terms and conditions set forth herein. 1 a) Description of Leased Property. The County leases to the Lessee and the Lessee leases from the County for a period of five (5) years, commencing July 1, 2022 and expiring June 30, 2027, the following real property located on the OSA, Lyon Township, Oakland County, Michigan, further depicted and described in Exhibit A; Exhibit A is incorporated herein (hereinafter, referred to as "Property"): FBO Hangar Parcel 2: Part of the Southeast 1/4 of Section 4, T.1 N., R.7E., Lyon Township, Oakland County, Michigan, being more particularly described as: Beginning at a point located distant due West 1297.34 ft. along the South line of said Section 4, and due North 903.09 ft., and due West 445.82 ft. to the Easterly line of Parcel 21-09-201-001, and due North 329.85 ft. to the Centerline of Pontiac Trail and S. 36'21'35"W., 482.15 ft. from the Southeast corner of Section 4; thence from said Point of Beginning S. 0007'42"W., 72.25 ft.; thence N. 89026'37"W., 168.84 ft.; thence N. 0007'42"E., 70.19 ft.; thence N. 89051'27"E., 168.84 ft. to the point of beginning. Containing 12,024.89 sq. ft., 0.28 acres more or less. Hangar area contains 6,039 sq. ft. *Note: The above description is based on assumed bearings and distances from a 1996 survey by R.J. Kostecke, Job No. 7979 and are intended for Lease Description only. • T-Hangars: Row U, Hangars 127 and 128 1 b) Rent Amount. Except as otherwise modified herein, the Lessee agrees to pay the County for the above described FBO Hangar. Parcel 2 and T-Hangars (2) as rent for the Property and the building thereon, a rate of $13,500 annually. The Lessee may choose to pay the rent annually or on a monthly basis. If the Lessee chooses to pay the rent on a Page 1 of 12 monthly basis, it shall be due and paid in twelve (12) equal installments of $1125.00 per month on the first of every month while this Lease is in effect. In exchange for the Lessee's intent to make improvements to the facilities as described in Exhibit B, attached and incorporated within, rental payments will be abated for a period of ninety (90) days from the commencement of this Lease. The first payment will be due and payable on October 1, 2022, and each month thereafter to the end of the lease term. A late charge of one percent (1 %) per month on the unpaid balance shall be applied to payments made after the 20th of each month and shall be cumulative. Rent payments shall be payable to the "County of Oakland" and shall be mailed or paid in person at the OCIA, 6500 Patterson Parkway, Waterford, Michigan 48327-1649. 1 c) Monies Due Upon Execution of the Lease. Two (2) months' rent, namely $2,250.00 shall be paid upon the execution of this Lease, which shall be retained by the County as a guaranty fund for any outstanding rent payments at the expiration or termination of this Lease. Any amounts not owed or applied toward rent at the expiration or termination of this Lease shall be promptly returned to Lessee, upon the expiration or termination of this Lease. 1 d) Rent Increases. The County, through the Airport Committee, reserves the right to change the rent amount provided under this Lease every two (2) years, first computation to be made from the date the Lease commenced. The changes in the rent amount shall be based on the rental rates in effect at the OSA at the expiration date of each two-year period and as agreed upon by both parties. The County will provide Lessee with written notice and the effective date of any changes to the rent amount, which shall be incorporated by reference into this Lease, upon agreement to the increase by Lessee. 2a) Use of Property. The Lessee shall only use the Property for use of the non-profit aviation museum incidental to the restoration, servicing, storage and display of aircraft, youth education and preservation of aviation history, provided that other uses of the Property may be authorized by prior written permission of the Airport Committee. 2b) Compliance with Law. The Lessee's use and operations at the Property shall comply, at all times, with the laws, ordinances, and regulations of the Township of Waterford, the County, the State of Michigan, the United States, the Michigan Aeronautics Commission and the Federal Aviation Administration, including but not limited to, 42 U.S.C. 6991, et seq.; 40 C.F. R. Part 281; Parts 201, 211, and 213 of the Michigan Environmental Protection Act, Public Act 451 of 1994; the Comprehensive Environment Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. § 9601, et. seq.; and all other relevant and appropriate local, state and federal laws and regulations, as, in each instance, may be restated, replaced, supplemented, or otherwise amended. The Lessee shall also comply with the OCIA rules and regulations in effect and as restated, replaced, supplemented, or otherwise amended. The OCIA rules and regulations are incorporated into this Lease. Page 2 of 12 2c) Reservation of Riqhts. This Lease does not and is not intended to impair, divest, or contravene any constitutional, statutory, and /or other legal right, privilege, power, obligation, duty, or immunity of the County. 3) Assignment and Subleasinq. The. Lessee shall not sublease, assign, delegate, or transfer, in any manner, any rights or interests in this Lease without the prior written permission of the Airport Committee. 4) Disruption/Obstruction of OSA Business.. The Lessee's use of the Property shall not disrupt, obstruct, or inconvenience, in any manner, the business or operations at the OSA. 5a) Removal of Lessee Improvements Upon Expiration of Lease. At the expiration of this Lease and upon the request by the County, the Lessee shall within a reasonable time, not to exceed six (6) months from the expiration, remove and dispose of all hangars, buildings, structures and other improvements placed or constructed on or in the Property by Lessee and restore the Property to a level grade, if applicable, and to the same or similar condition that it was upon the commencement of this Lease and condition that compiles with Parts 201, 211, and 213 of the Michigan Environmental Protection Act, Public Act 451 of 1994, the Comprehensive Environment Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. § 9601, et. seq., and all other relevant and appropriate local, state and federal laws and regulations, unless such hangars, buildings, structures, and other improvements are sold or transferred to the County or another entity. All expenses associated with such removal, disposal, and restoration shall be paid by the Lessee. 5b) Right to Improvements Upon Termination. If this Lease is (1) terminated by operation of law, (2) terminated by another provision contained herein prior to its expiration, or (3) terminated at any time during the term of this Lease, the County, by and through the Airport Committee shall, upon thirty (30) days written notice, have the first right of refusal to acquire the hangar, buildings, and/or other improvements constructed on or in the Property by Lessee by paying the Lessee the then fair market value, as determined by a certified appraiser mutually selected and approved by the County, by and through the Airport Committee, and the Lessee. The cost of the appraisal shall be borne equally by the parties. If the County chooses not, to acquire the hangar, buildings, and/or other improvements constructed by Lessee, Lessee shall within a reasonable time, not to exceed six (6) months from the termination, remove and dispose of all hangars, buildings, structures and other improvements placed or constructed on or in the Property by Lessee and restore the Property to a level grade, if applicable, and to the same or similar condition that it was in upon the commencement of this Lease and condition that compiles with Parts 201, 211, and 213 of the Michigan Environmental Protection Act, Public Act 451 of 1994, the Comprehensive Environment Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. § 9601, et. seq., and all other relevant and appropriate local, state and federal laws and regulations. All expenses associated with such removal, disposal, and restoration Page 3of12 shall be paid by the Lessee. If Lessee does not remove and restore the Property as contemplated herein within the six (month) period, then the hangars, buildings, structures and other improvements on and in the Property shall become the property of the County without further action of either party., The County may remove and dispose of such property constructed by Lessee as it deems fit, .provided that, the Lessee shall be responsible to reimburse the County for all costs it incurs for the removal and disposal of the hangars, buildings, structures and other improvements constructed by Lessee and for the restoration of the Property to a level grade, if applicable, to the same or similar condition that it was in upon the commencement of this Lease and condition that compiles with Parts 201, 211, and 213 of the Michigan Environmental Protection Act, Public Act 451 of 1994, the Comprehensive Environment Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. § 9601, et. seq., and all other relevant and appropriate local, state and federal laws and regulations. 6) Quiet Eniovment. Upon performance of its obligations underthis Lease, the Lessee shall peacefully and quietly hold and enjoy the Property for the term of this Lease without hindrance or interruption by the County, its agents or employees, subject to the terms and conditions of this Lease. If the County fails to provide such peaceful and quite enjoyment of the Property to Lessee as required by this Lease, and such failure lasts for a period of thirty (30) days after written notice from Lessee, then the Lessee may terminate this Lease upon notice to the County. 7) Indemnification/Insurance. The Lessee shall indemnify, defend, and hold harmless the County, its Boards, Commissions, officials, and employees from any and all Claims, as defined herein, that are incurred by or asserted against the County or its Boards, Commissions, officials, and employees by any person or entity, which are alleged to have been caused by or found to arise from the acts or omissions of Lessee or its employees, agents, volunteers, subcontractors, invitees, or any other persons on the Property as a result of Lessee's use of the Property. "Claim," as used in this Lease, means any losses; complaints; demands for relief or damage; lawsuits; causes of action; proceedings; judgments; penalties; costs or other liabilities of any kind which are imposed on, incurred by, or asserted against a party or its Boards, Commissions, officials, and employees or for which a party or its Boards, Commissions, officials, and employees may become legally or contractually obligated to pay or defend against, whether commenced or threatened, including, but not limited, to, reimbursement for reasonable attorney fees, mediation, facilitation, arbitration fees, witness fees, court costs, investigation expenses, litigation expenses, or amounts paid in settlement. The Lessee is required to obtain and maintain insurance according to the specifications set forth in the Oakland County Airport Minimum Standards and the Oakland County Rules and Regulations. 8) Damage to Lessee Property. The Lessee shall be solely responsible for any property loss or damage to any of its property located, kept, or stored on the Property, including, but not limited to, the hangar, buildings, equipment, and improvements, resulting from fire, theft, or other casualty. Page 4 of 12 9) Improvements to Property. The Lessee shall be solely responsible, at its expense, for any improvements to the Property that may be needed for its use of the Property, including, but not limited to,,grading of land and installation of underground or above -ground utilities (electric, septic tanks, water, sewer, above -ground fuel tanks, fiber, and conduits). The Airport Manager shall approve, in writing, all improvements to the Property, prior to construction, except for the construction of buildings or hangars, which must be approved by the Airport Committee. The Lessee acknowledges that it had the opportunity to inspect the Property and leases it "AS IS." 10) Use of Common Areas at OSA. In conjunction with other tenants and patrons at the OSA, the Lessee has the right to use common areas of the OSA, including, but not limited to, the landing field, runways, apron to runways, taxi ways, service drives for access to public road(s), and parking facilities according to the rules and regulations of OSA or the rules and regulations of another governmental entity, e.g., the State or Federal Government. 11) Lien on Lessee Hangar/Buildings. The Lessee expressly grants to the County a lien on the hangar and/or buildings that the Lessee constructs on the Property for the security of the payments due the County by the Lessee under this Lease. 12) Condition of Propertv. The Lessee, at its sole cost, shall keep the hangar/buildings on the Property and the Property in compliance with all laws, regulations, rules, and ordinances and in a good and tidy condition, e.g., the grass mowed, free from weeds, free from rubbish and other unsightly objects or things. The condition of the Property must be similar to how the County maintains and keeps its property at the OSA. The Lessee shall also be responsible, at its sole cost, for snow and ice removal, maintenance and repair of any improvements on the Property, and maintenance of the grounds, turf, and landscaping. If Lessee' does not keep the hangar/buildings on the Property and the Property in the condition required by this Section, the County may, upon ten (10) calendar days notice to the Lessee, perform the work to bring the hangar/buildings on the Property and the Property in compliance with this Section, provided, that the Lessee shall reimburse the County for all costs it incurs under this Section. 13) Signs/Posters on Property. The Lessee shall not erect or display any signs posters, or similar devices on the Property without the prior written approval of the Airport Manager. Any signs, posters, or similar devices not approved by the Airport Manager shall be removed without notice to the Lessee and at the Lessee's expense. 14) Taxes. The Lessee shall pay any personal property taxes which are levied on Lessee's property due to this Lease or the Lessee's operations at the Property. If such taxes are not paid within sixty (60) calendar days of the due date, then the County, by and through the Airport Committee, may terminate this Lease upon written notice to the Lessee. Page 5 of 12 15) Access to Property. The County and its duly authorized employees shall have the right of ingress and egress to the Property, including all buildings or appurtenances placed or erected on the Property for inspection purposes or for any purpose occasioned by emergency. The County and other governmental entities shall have the right to enter the Property to maintain, repair, replace, or remove any sewers, water mains, telephone lines, conduits, fiber, cable, other mediums of communication, and any other installations on or in the Property. If the County or another governmental entity performs work pursuant to this Section, then it shall leave the Property in as good an order and condition as it was prior to the commencement of work. 16) Failure to Make Payments Under the Lease. If the Lessee fails to make any payments required by this Lease, and if the Lessee fails to make such payments for a period of sixty (60) days, then the County, by and through the Airport Committee, may terminate this Lease upon notice to the Lessee. 17) Ban kruPtcv/Judgements of Lessee. If any one of the following occurs, the County may terminate this Lease by written notice: (1) the Lessee is subject to a bankruptcy proceeding; (2) the Lessee is declared insolvent; or (3) the Lessee is placed into receivership. If the County elects not to terminate this Lease, the County may accept rent from the trustee, receiver, or person acting under court order for the remainder of this Lease without impairing or affecting, in any way, the rights of the County against the Lessee under this Lease. 18) Level of Service. The Lessee shall furnish good, prompt and efficient service adequate to meet all demands for its service at the OSA. 19) No Discrimination. The Lessee agrees, and shall ensure for its successors, subleases, and assigns, that (1) no person on the grounds of race, color or national origin shall be excluded from participation in,,denied the benefits of, or be otherwise subjected to discrimination in the use of the Property; and (2) that in the construction of any improvements on or in the Property and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Property; and (3) the Property is used in compliance with all other requirements imposed by or pursuant by or Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in federally -assisted programs of the Department of Transportation --effectuation of Title VI of the Civil Rights Act of 1964, as said regulations may be amended. 20) Breach of Nondiscrimination Covenants. In the event of breach of any of the above nondiscrimination covenants, the County, by and through the Airport Committee, shall have the right to terminate the Lease and to re-enter and repossess, pursuant to law and under this Agreement, the Property and improvements thereon. 21) Nondiscriminatory Pricinq. The Lessee shall charge fair, reasonable and nondiscriminatory prices for each unit of sale or service, provided that the Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates and other similar types of price reduction to volume purchasers. 22) Non -Exclusive and Subordinate Lease. This Lease shall be non-exclusive and subordinate to the provisions of any existing or future agreement between the County and the United States relative to the operation or maintenance of the OSA, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the OSA. 23) Development/Improvement of OSA. The County reserves the rights to further develop or improve the OSA, including the landing field or other areas of the OSA as it sees fit, regardless of the desires or views of the Lessee and without interference or hindrance from the Lessee. 24) Protection of OSA. The County, by and through the Airport Manager, reserves the right to take any action it considers necessary to protect the aerial approaches of the OSA against obstruction, together with the right to prevent the Lessee from erecting or permitting to be erected any building or other structure on the OSA, which in the opinion of the Airport Manager would limit the usefulness of the OSA or constitute a hazard to aircraft. 25) Remedies Not Exclusive. The County's and the Lessee's rights, remedies, and benefits under this Lease are cumulative and shall not be exclusive of any other rights remedies and benefits allowed by law or equity. 26) Successors. The covenants, conditions and agreements in this Lease shall be binding on the parties' heirs, personal' representatives, administrators, executors, successors and assigns. 27) Entire Agreement. This Lease, the exhibits, and/or addendum, if any, attached hereto and forming a part hereof set forth all the covenants, promises, agreements, conditions and understanding between the parties and there are no matters, whether written or oral, between the Parties other than set forth herein. 28) Severability. If a court of competent jurisdiction finds a term or condition of this Lease to be illegal or invalid, then the term or condition shall be deemed severed from this Lease. All other terms or conditions of this Lease shall remain in full force and effect. 29) Notices. All notices required by this Lease shall be sent to the Lessee at the following address or to such other address as the Lessee may designate by written notice: Warbirds of Glory Page 7of12 P.O. Box 345 Brighton, MI 48116 All notices required by this Lease shall be sent to the County at the following address or such other address as County may designate by written notice: Airport Manager Oakland County International Airport 6500 Patterson Parkway Waterford, MI 48327 All notices required by this Lease shall be in writing and sent with postage prepaid, registered or certified mail, return receipt requested. 30) Relationship of the Parties. Nothing contained in this Lease shall be deemed or construed as creating the relationship of principal and agent or of partnership or joint venture between the parties. The relationship between the parties is that of a landlord and tenant. 31) Governinq Law. This Lease shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Lease shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 51 st District of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Lease to enforce such judgment in any appropriate jurisdiction. 32) Amendments. This Lease cannot be amended or modified, unless reduced to writing and signed by both parties. 33) Waiver. Waiver of any term or condition under this Lease must be in writing and notice given pursuant to this Lease. No written waiver, in one or more instances, shall be deemed or construed as a continui6g waiver of any term or condition of this Lease. No waiver by either party shall subsequently affect its right to require strict performance of this Lease. 34) Cumulative Remedies. A Party's exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. Page 8 of 12 35) Captions. Section numbers, captions, and any indexes contained in this Lease are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Lease. In this Lease, for -any noun or pronoun, use of the singular or plural form, use of the nominative, possessive, or objective case, and any reference to gender (masculine, feminine, and neuter) shall mean the appropriate form, case, or gender as the context requires. 36) Survival. Sections 2c, 5a, 5b, 7, and 8 shall survive the expiration or termination of this Lease. 37) Authorization. The parties represent and warrant that their respective signatories have the requisite authority to execute this Lease and bind them to the terms and conditions contained herein. Revised May 2019 Signatures appear on the next page. Page 9of12 Signature Page to the .Oakland County International Airport Airport Land Lease for Construction of Permanent Building IN WITNESS WHEREOF the parties hereto have executed this agreement on the date hereunder indicated. WITNESSES: COUNTY OF OAKLAND David T. Woodward, Chairperson Oakland County Board of Commissioners Date: LESSEE: Warbirds of Glory, a Domestic Non -Profit Corporation By: Allen D. Tucker Jr. Chairperson, Board of Directors Date: Page 10 of 12 EXHIBIT A DEPICTION OF THE PROPERTY (See attached) Page 11 of 12 Description of Planned Improvements Lessee is considering future improvements and enhancements to elevate the visitor and volunteer experience. Any changes and improvements Lessee undertakes shall require the prior written approval of the Oakland County Airport Committee and will be performed primarily by volunteers and/or employees of the Lessee. Improvements may include: 1. Repaint the front corner of the building exposed to the main road in a thematic manner representing the WWII experience of an air operation. This may include the `Stars & Bars' logo, the museum name and other appropriate signage. 2. Upgrade the interior of the office areas to complement the style and character of the improvements made to the airport main terminal. 3. Repaint the interior walls in a style representing the finishes used in hangars and buildings during WWII and thereafter. 4. Modify the office interior partitions and doors to provide better access for intended use to store museum artifacts for display and office space for museum operations. 5. Add an external sink to the wall adjacent to the existing bathroom to provide a place for washup of volunteers,and cleanup of parts. 6. Install a dust and fume collector with integral.filtering using the existing ventilator wall opening currently plugged. 7. Install a system of compressed air lines with QD outlets to provide compressed air connection points for tool operations, including a central compressor and drier system. Page 12 of 12