HomeMy WebLinkAboutResolutions - 2023.06.15 - 38279
AGENDA ITEM: Land Lease for Easter Seals MORC of Michigan
DEPARTMENT: Facilities Management
MEETING: Board of Commissioners
DATE: Thursday, June 15, 2023 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2023-3035 _ 23-103
Motion to adopt the attached suggested resolution.
ITEM CATEGORY SPONSORED BY
Lease Yolanda Smith Charles
INTRODUCTION AND BACKGROUND
The County currently has a one dollar ($1.00) land lease of 1.57 acres of land at 1105 N Telegraph
Road on County Campus for Easter Seals Morc of Michigan. The land lease has been continuous
for approximately 65 years and through a series of land leases, and Easter Seals/Morc wants to
build a new state-of-the-art Autism Center at the same location. The existing building would be
demolished in order to construct the new building and the new land lease will be for one dollar
($1.00) and cover forty (40) years with one option period of twenty (20) years which coincides with
the useful life of the new facility. The new land lease would be at the same location for a slightly
larger size of 1.85 acres.
The new Easter Seals/Morc building will be approximately 16,000 square feet and include parking
lots, play areas and landscaping. Easter Seals Morc will be responsible for all costs associated with
the building, maintenance, utilities, insurance and grounds. Demolition of the old building and
construction of the new building on the land will be approved by Ed Joss, Director of Facilities
Management
POLICY ANALYSIS
Facilities Management is requesting approval of a new land lease of 1.85 acres (1.57 acres
currently) for a term of 40 years and a renewal term of 20 years (1 time only) with Easter Seals
MORC of Michigan (ESM) for $1 (one time only-zero cost lease) located at 1105 N. Telegraph Road
on the County Campus. Easter Seals MORC’s land lease has been continuous for about 65 years
through a series of land leases at the rate of $1 (as stated above) and they built the building in
1956.
EMS owns the existing building (8,200 square feet) and plans to demolish it to build a new 16,000
square foot building that will include parking lots, play areas and landscaping at EMS’s
expense. The new building will be a state-of-the-art Autism Center on the existing property. The
new land lease with the option of 20 years coincides with the useful life of the new facility. ESM will
be responsible for all costs associated with the demolition, new construction, the building,
maintenance, utilities, insurance, grounds and if any taxes are levied or assessed.
The demolition and new construction requires written approval by Ed Joss, Director of Facilities
Management per Section 27.1 of the lease that reads:
All improvements or alterations to the Building or the Land shall be made at the sole cost and
expense of Tenant, unless such improvements or alterations are made at the request of
Landlord. Tenant shall make no alterations or improvements to the Building or improvements to the
Land that exceed Five Thousand dollars ($5,000.00) without prior written approval of the Landlord’s
Director of Facilities Management or their successor, including the demolishing of the existing
Building and the construction of a new building on the Land. Tenant’s request to make alterations
or improvements shall be accompanied with the appropriate plans, specifications, information, or
other materials requested by Landlord’s Director of Facilities Management or their successor.
Facilities Management and Corporation Counsel have reviewed and approved the land lease and
recommend the Board of Commissioners’ approval. A budget amendment is not required.
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional
information.
CONTACT
Paul Zachos, Property Management Specialist
Jason Warner, Manager Facilities Planning & Engineering
ITEM REVIEW TRACKING
Yolanda Smith Charles, Board of Commissioners Created/Initiated - 6/15/2023
David Woodward, Board of Commissioners Approved - 6/15/2023
Hilarie Chambers, Executive's Office Approved - 6/20/2023
Lisa Brown, Clerk/Register of Deeds Final Approval - 6/27/2023
AGENDA DEADLINE: 06/15/2023 6:00 PM
ATTACHMENTS
1. Backgroud ES.Morc Land Lease Renewal
2. EASTERSEALS MORC OAKLAND GROUND LEASE (Final Version)
COMMITTEE TRACKING
2023-06-07 Economic Development & Infrastructure - Recommend to Board
2023-06-15 Full Board - Adopt
Motioned by: Commissioner Robert Hoffman
Seconded by: Commissioner Angela Powell
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen
Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia
Gershenson, Janet Jackson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan
Johnson (17)
No: None (0)
Abstain: None (0)
Absent: Ajay Raman, Gary McGillivray (2)
Passed
June 15, 2023
RESOLUTION #2023-3035 _ 23-103
Sponsored By: Yolanda Smith Charles
Facilities Management - Land Lease for Easter Seals MORC of Michigan
Chair and Members of the Board:
WHEREAS the County has leased 1.57 acres of land at 1105 N Telegraph Road on County Campus
to Easter Seals Morc of Michigan for approximately sixty-five (65) years; the last lease approved in
Miscellaneous Resolution #11269; and
WHEREAS the existing 8200 square foot building on the County Campus, occupied by Easter Seals
Morc, was built by Easter Seals in 1956; and
WHEREAS Easter Seals Morc desires to demolish the existing building and construct a new building
approximately 16,000 square foot building for a state-of-the-art Autism Center; and
WHEREAS due to the construction of the new building, Easter Seals Morc is requesting the attached
new lease with a term of forty (40) years and a renewal term of twenty (20) years, which equals the
useful life of the new building; and
WHEREAS the Departments of Facilities Management and Corporation Counsel have reviewed and
approved the land lease and recommend the Board of Commissioners' approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves
and accepts the terms and conditions of the attached Easter Seals MORC land lease.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chair or
is designee to execute the attached Easter Seals MORC land lease and all other related documents.
BE IT FURTHER RESOLVED that a budget amendment is not required at this time.
Chair, the following Commissioners are sponsoring the foregoing Resolution: Yolanda Smith
Charles.
Date: June 15, 2023
David Woodward, Commissioner
Date: June 20, 2023
Hilarie Chambers, Deputy County Executive II
Date: June 27, 2023
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
2023-06-07 Economic Development & Infrastructure - Recommend to Board
2023-06-15 Full Board - Adopt
Motioned by Commissioner Robert Hoffman seconded by Commissioner Angela Powell to adopt the
attached Lease: Land Lease for Easter Seals MORC of Michigan .
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson,
Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia
Gershenson, Janet Jackson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan
Johnson (17)
No: None (0)
Abstain: None (0)
Absent: Ajay Raman, Gary McGillivray (2)
Passed
ATTACHMENTS
1. Backgroud ES.Morc Land Lease Renewal
2. EASTERSEALS MORC OAKLAND GROUND LEASE (Final Version)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on June
15, 2023, 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, June 15, 2023.
Lisa Brown, Oakland County Clerk / Register of Deeds
BACKGROUND DATA – Facilities Management
RESOLUTION TITLE: DEPARTMENT OF FACILITIES MANAGEMENT – APPROVAL AND
ACCEPTANCE OF LAND LEASE FOR EASTERSEALS MORC OF MICHIGAN
FOR PROPERTY ON CAMPUS
FACILITIES MANAGEMENT DEPARTMENT CONTACT PERSON/PHONE: Paul Zachos 248-202-0543
zachosp@oakgov.com
CIVIC CLERK DATE SUBMITTED: 5/24/2023
REVIEW DEPARTMENTS:
Attached are documents to be reviewed for the Board of Commissioner’s Economic Development
and Infrastructure Committee. This is a new land lease for Easter Seals Morc and coincides with
construction of a new building and other improvements on campus.
Time Frame Immediate
Civic Clerk Packet Deadline: 5/24/2023
ED&I Committee Meeting Date: 6/7/2023
SYNOPSIS
The County currently has a one dollar ($1.00) land lease of 1.57 acres of land at 1105 N Telegraph
Road on County Campus for Easter Seals Morc of Michigan. The land lease has been continuous
for approximately 65 years and through a series of land leases, and Easter Seals/Morc wants to
build a new state-of-the-art Autism Center at the same location. The existing building would be
demolished in order to construct the new building and the new land lease will be for one dollar
($1.00) and cover forty (40) years with one option period of twenty (20) years which coincides
with the useful life of the new facility. The new land lease would be at the same location for a
slightly larger size of 1.85 acres.
The new Easter Seals/Morc building will be approximately 16,000 square feet and include parking
lots, play areas and landscaping. Easter Seals Morc will be responsible for all costs associated
with the building, maintenance, utilities, insurance and grounds. Demolition of the old building and
construction of the new building on the land will be approved by Ed Joss, Director of Facilities
Management.
EASTERSEALS MORC, INC., LEASE
FOR
OAKLAND COUNTY SERVICE CENTER PROPERTY
_________________________________________________
This Lease is made by and between the COUNTY OF OAKLAND, a Michigan Municipal
and Constitutional Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341,
(hereinafter “Landlord”) and the EASTERSEALS MORC, INC., a Michigan Nonprofit-
Corporation, 2399 E. Walton Blvd., Auburn Hills, Michigan, 48326 (hereinafter “Tenant”).
INTRODUCTION
A. For approximately 65 years, through a series of lease agreements, the Landlord
has continuously leased the real property, owned by Landlord, for Tenant’s
predecessor, Easter Seals Michigan, to locate its administrative office.
B. During the past lease agreements, Tenant has constructed a building and made
other improvements. Currently, upon the Land, Tenant owns, maintains, and
occupies an approximately 8200 square foot building located at 1105 N. Telegraph
Road, Waterford, Michigan, 48328 (hereinafter “existing Building”).
C. Because of the age and condition of the existing Building, Tenant wishes to
demolish it and construct a new approximately 16,000 square foot building and
other improvements on the Land. The new building will be constructed according
to this Lease and shall be larger than the existing Building.
D. Due to the costs associated with the construction of the new building, Tenant
requests to terminate the existing lease (lease commencing February 22, 2011)
and enter into a new lease.
E. In consideration of the mutual covenants contained in this Lease, the Parties agree
to the following terms and conditions:
1. Recitals. The paragraphs/recitals contained in the Introduction are incorporated
into this Lease.
2. Land.
2.1 Landlord leases to Tenant and Tenant leases from Landlord the following
real property as described and illustrated in Attachment A, which is
incorporated and attached hereto (hereinafter “Land”); provided that
Landlord may use the entrance included in the Land that is marked on
Attachment A as the “West Entrance” for ingress and egress to County-
owned real property from County Drive N.
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Easter Seals Lease (Final Version)
2.2 The Parties acknowledge that the existing Building and all property
contained therein are owned by Tenant. Once the existing Building is
demolished and a new building constructed, pursuant to Section 27, all
references to “Building” used in this Lease shall refer to the new building.
3. Use.
3.1 Tenant shall use the Land and the Building for the following purposes and
for no other use or purpose: (i) general office use in connection with its
administrative office; (ii) Tenant’s daily business activities; and (iii) providing
services and programs to Tenant’s client population.
3.2 Tenant shall not place donation boxes or containers on the Land, which are
outside the Building, unless prior written approval is received by Landlord’s
Director of Facilities Management or their successor.
3.3 Tenant shall be responsible for and shall pay for all costs and expenses
resulting from the use or the improper use of the Land or Building.
3.4 If any taxes (real or personal) are levied or assessed upon Landlord that
relate to Tenant’s use of the Land or the Building, Tenant and not Landlord
shall pay all such taxes when due.
4. Term. The term of this Lease shall be forty (40) years and shall commence on the
date this Lease is fully executed and shall end forty (40) years from that date
(hereinafter “Term”), unless terminated pursuant to this Lease.
5. OPTIONS TO EXTEND LEASE. Provided Tennant is not in default beyond any
applicable cure periods under this Lease, Tenant may request to extend the Term
of the Lease for one (1) period of twenty (20) years (“Option Term”) commencing
on the expiration of the Term. Landlord, through its Director of Facilities
Management or their successor and in their sole discretion, may approve or deny,
the request for the Option Term. Notice of Tenant’s request for the Option Term
must be received by Landlord at least one hundred and eighty (180) days prior to
the expiration of the Term, failing which Tenant shall be deemed to waive such
option. Except as provided herein, all the terms and conditions of this Lease shall
be the same for the Option Term.
6. Rent.
6.1 Tenant shall pay Landlord the sum of One Dollar ($1.00) which shall
constitute the total rent for the Term or Option Term, as applicable.
6.2 As further and material consideration to Landlord to enter into this Lease,
and at Landlord’s sole option (as determined by Landlord’s Director of
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Easter Seals Lease (Final Version)
Facilities Management or their successor), Tenant shall perform either the
following upon expiration the Lease:
6.2.1. Convey to Landlord ownership and title to the Building including any,
fixtures, additions, and/or improvements erected on the Land during
this Lease. Such conveyance shall occur through a separate bill of
sale executed no later than the date this Lease expires or terminates,
as applicable. Upon notice from Landlord, Tenant shall promptly
execute all other documents Landlord deems necessary to confirm
the change ownership of the Building and any other property. In such
event, Tenant shall deliver the Land and Building with all
improvements located thereon in good repair and condition,
reasonable wear and tear excepted, broom clean and free of all
debris; or
6.2.2. Remove, at Tenant’s sole cost, the Building and any other fixtures,
additions, improvements, materials, equipment, and/or refuse
erected or remaining on the Land and restore the Land, except for
planting materials and landscaping, to such condition as existed
before any structures or buildings were erected or installed on the
Land. All such removals and restoration shall be accomplished in a
good workmanlike manner, by contractors approved in writing by
Landlord’s Director of Facilities Management or their successor, so
as not to otherwise damage the Land, other Landlord property, or
structures. Tenant shall indemnify and hold Landlord harmless from
any loss, liability, costs, and expenses, including attorney's fees and
litigation costs, arising out of any claim of damage or injury as a result
of any alleged failure to properly secure the Building and/or Land
prior to, during, or after such removal pursuant to this Section.
7. Surrender of Land and Building. If Landlord chooses to accept title and
ownership of the Building pursuant to Section 6, then upon the expiration or
termination (as applicable) of the Lease, Tenant shall pay to Landlord the amount,
as estimated by Landlord, necessary: (i) to repair and restore the Building to a
condition that complies with all laws and to a safe condition; and (ii) to discharge
any Tenant’s obligations or unpaid costs associated with the Building or any other
amounts due Landlord under the Lease.
8. Assignment and Subletting. Tenant may not assign or sublet any portion of the
Land or Building without the prior written approval from Landlord’s Director of
Facilities Management or their successor.
9. Landlord Services and Utilities. Landlord shall provide the following services to
Tenant: (1) trash removal for the existing and new Building; (2) snow and ice
removal, including salt or brine, for the sidewalks and parking lot on the Land; (3)
grounds maintenance including lawn and turf care and tree and shrub care for the
4
Easter Seals Lease (Final Version)
Land; and (4) maintenance for the existing Building’s HVAC system until the
existing Building is demolished. Landlord shall provide utilities for the existing
Building, including electricity, steam heat, sanitary, and water, until it is
demolished. Tenant shall provide and pay for its own utilities (electricity, gas,
water, and sanitary) during construction of the new building and for the new
building constructed on the Land; such utilities shall be placed in the name of the
Tenant. Landlord shall invoice Tenant on a quarterly basis for the above-listed
services and utilities and Tenant shall pay such invoice within thirty (30) days of
receipt.
10. Equipment and Furnishings. Tenant shall provide, at its own expense, all
communication systems, internet access, furniture, and equipment it deems
necessary for its operations. Tenant shall be solely responsible for the
maintenance and repair of all such property.
11. Tenant Maintenance. Tenant shall keep the Building and/or Land in good repair,
reasonable wear and tear excepted, and in a clean and healthful condition,
including maintenance and repair of the parking lot and sidewalks on the Land.
Because Tenant owns the Building, any repairs or replacements to the Building
shall be at Tenant’s sole cost and expense, with materials and workmanship of the
same character, kind, and quality as the original.
12. Lighting and Signs. Tenant shall not, without the prior written consent of
Landlord’s Director of Facilities Management or their successor, install or change
any exterior lighting or decorations or install or change any signs, billboards,
posters, exterior window or exterior door lettering, advertising media, or posting of
any kind or type on or about the Building and/or Land.
13. Termination.
13.1 Tenant may terminate this Lease upon ninety (90) days notice to the
Landlord. If Tenant terminates this Lease pursuant to this subsection,
Tenant shall perform the requirements of Section 6.2.1. or Section 6.2.2. as
directed by Landlord’s Director of Facilities Management or their successor,
in their sole discretion.
13.2 Landlord may terminate this Lease upon one (1) year notice to Tenant;
provided that upon termination by Landlord pursuant to this Section,
Landlord shall pay Tenant the value of any improvements made by Tenant
on the Land. Such value shall be determined by an independent appraiser
(selected by the County), which cost shall be paid for by Landlord.
Notwithstanding the previous sentence and any other provision of this
Lease, if Landlord terminates this Lease for Tenant’s default, pursuant to
Section 25, then Tenant shall perform the requirements of Section 6.2.1. or
Section 6.2.2. as directed by Landlord’s Director of Facilities Management
5
Easter Seals Lease (Final Version)
or their successor, in their sole discretion, and Landlord shall not pay Tenant
the value of any improvements made by Tenant on the Land.
14. License and Permits. Tenant shall, at its own cost, obtain and maintain all
licenses and permits necessary for use of the Land and Building under this Lease.
15. Landlord Rules. Tenant shall comply with all Landlord written rules and
regulations governing the use of the Land. Tenant shall be responsible for the
compliance with such rules and regulations by Tenant's agents, employees,
customers, licensees, subtenants, and invitee(s). Landlord shall at all times have
the right to change or make additional rules and regulations as necessary in the
Landlord's sole and reasonable judgment.
16. Tenant Conduct. Tenant will conduct its business and control its agents,
employees, customers, licensees, subtenants, and invitees in such a manner as
not to create any nuisance, interfere with, or disturb other tenants or Landlord
operations on the Land or adjacent Landlord property. Tenant shall repair any
damage to the Building and/or Land or adjacent Landlord property resulting from
and/or caused in whole or in part by Tenant, its agents, employees, customers,
licensees, subtenants, and invitees.
17. Landlord Access. Landlord shall have the right to enter the Building and Land at
any reasonable time, during business hours, upon no less than twenty-four (24)
hours’ notice for the following purposes: (i) to ascertain the condition of the Building
and Land; (ii) to determine whether Tenant is fulfilling Tenant’s responsibilities
under this Lease; or (iii) to do any other act or thing which Landlord deems
reasonable to preserve the Land and Building. Landlord and its authorized
representatives shall have the right to enter the Premises at any time in the event
of an emergency, but Landlord shall make its best effort to provide Tenant with as
much reasonable advanced notice as possible under the circumstances.
18. Security. Tenant shall be solely responsible for securing the Building and parking
lot.
19. Liability. Landlord shall not be liable for and Tenant shall indemnify and hold
Landlord harmless from any and all losses, claims, suits, damages, liabilities, costs
and expenses, including attorney's fees, court costs and litigation costs, arising out
of any claim of injury or damage on or about the Building and/or Land caused by
Tenant, its employees, customers, licensees, subtenants, invitees, or by any other
person entering the Building and/or Land under express or implied invitation of
Tenant. Landlord shall not be liable to Tenant or Tenant's agents, employees,
customers, licensees, subtenants, invitees or any person entering the Building
and/or Land because of Tenant's use of the Building and/or Land for any damage
to persons or property due to condition, design, or defect in the Building or its
mechanical systems; and Tenant assumes all risks of damage to such persons or
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Easter Seals Lease (Final Version)
property. Landlord shall not be responsible for any loss or damage to Tenant’s
property or Building caused by theft, fire, or any other act of God or third parties.
20. Insurance and Bonds. Tenant shall obtain and maintain the insurance and bonds
as set forth in Attachment B, which is incorporated and attached hereto. Tenant
shall comply with all requirements contained in Attachment B.
21. Fire and Casualty Damage.
21.1 If the Building is rendered at lease fifty percent (50%) untenantable by fire
or other casualty, and if such damage cannot, in Landlord's reasonable
estimation be materially restored within ninety (90) days of such damage,
then Landlord may, at its sole option, terminate this Lease as of the date of
such fire or casualty. Landlord shall exercise its option provided herein by
notice to Tenant within sixty (60) days of such fire or other casualty. For
purposes hereof, the Building shall be deemed "materially restored" if it is
in such a condition as would not prevent or materially interfere with Tenant's
use of the Building for the purpose for which it was then being used.
21.2 In no event shall Tenant be required to rebuild, repair or replace any part of
the Building including partitions, fixtures, additions and other improvements
which may have been placed in or about the Building and/or Land by
Tenant.
21.3 In the event this Lease is terminated pursuant to this Section, Tenant shall
remove its property, including the Building, from the Land pursuant to
Section 6.2.2.
22. Condemnation. If any substantial part of the Building and/or Land should be
taken for any public or quasi-public use under law, ordinance or regulation or by
right of eminent domain and the taking would prevent or materially interfere with
the use of the Building and/or Land for the purpose intended in this Lease, this
Lease shall terminate effective when such governmental taking shall occur in the
same manner as is the date of such taking were the date originally fixed in this
Lease for the expiration of the term hereof.
23. Holding Over. If Tenant retains possession of the Building and/or Land or any
part thereof after termination or expiration of this Lease, then Landlord may, at its
option, serve notice upon Tenant that such holding over constitutes either: (i)
creation of a month-to-month tenancy, upon the terms and conditions set forth in
this Lease, or (ii) creation of a tenancy at sufferance, upon the terms and conditions
set forth in this Lease; provided, however, that the monthly rental shall, in addition
to all other sums which are to be paid by Tenant hereunder, whether or not as
additional rent, be Five Thousand ($5,000.00) Dollars (prorated on the basis of a
365 day year for each day Tenant remains in possession). If no such notice is
served, then a month-to-month tenancy shall be deemed to be created. Tenant
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Easter Seals Lease (Final Version)
shall also pay to Landlord all damages sustained by Landlord resulting from
retention of possession by Tenant of the Building and/or Land.
24. Quiet Enjoyment. Upon performance of its obligations under this Lease, Tenant
shall peacefully and quietly hold and enjoy the Land without hindrance or
interruption by Landlord, subject to the terms of this Lease.
25. Event of Default. The following events shall be deemed events of default by
Tenant under this Lease:
23.1 Tenant fails to comply with any terms, provisions or covenant of this Lease
and shall not cure such failure within thirty (30) days after notice from
Landlord; or
23.2 Tenant abandons or vacates any portion of the Building and/or Land or fail
for a consecutive period of thirty (30) days to utilize the Building and/or Land
for the purposes indicated in this Lease; or
23.3 Tenant fails to vacate the Building and/or Premises immediately upon
termination of this Lease, by lapse of time or otherwise, or upon termination
of Tenant’s right to possession; or
23.4 Tenant’s leasehold interest is levied upon under execution or is attached by
process of law or Tenant fails to contest diligently the validity of any lien or
claimed lien and give sufficient security to Landlord to insure payment
thereof or fails to satisfy any judgment rendered thereon and have the same
released, and such default shall continue for ten (10) days after notice
thereof to Tenant; or
23.5 Tenant becomes insolvent, admits in writing its inability to pay its debts
generally as they become due, files a petition in bankruptcy or a petition
to take advantage of any insolvency statute, any court decree
adjudicating Tenant as bankrupt, make an assignment for the benefit of
creditors, make a transfer in fraud of creditors, apply for or consent to
the appointment of a receiver of itself or of the whole or any substantial
part of its property, or file a petition or answer seeking reorganization
or arrangement under the federal bankruptcy laws, as now in effect or
hereafter amended, or any other applicable law or statute of the United
States or any state thereof.
26. Remedies. Upon the occurrence of any events of default described in Section 25,
Landlord shall have the option to pursue any one or more of the following remedies
without any notice or demand whatsoever:
26.1 Landlord may, at its election, terminate this Lease upon ninety (90) days
notice to Tenant; or
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Easter Seals Lease (Final Version)
26.2 Landlord may, at Landlord's option, enter into and upon the Building and/or
Land, without process of law, if Landlord determines in its sole discretion
that Tenant is not acting within a commercially reasonable time to maintain,
repair or replace anything for which Tenant is responsible hereunder and
correct the same, without being deemed in any manner guilty of trespass,
eviction or forcible entry and detainer and without incurring any liability for
any damage resulting therefrom and Tenant agrees to reimburse Landlord,
on demand, for any expenses which Landlord may incur in thus effecting
compliance with Tenant's obligations under this Lease;
27. Building Improvements or Alterations.
27.1 All improvements or alterations to the Building or the Land shall be made at
the sole cost and expense of Tenant, unless such improvements or
alterations are made at the request of Landlord. Tenant shall make no
alterations or improvements to the Building or improvements to the Land
that exceed Five Thousand dollars ($5,000.00) without prior written
approval of the Landlord’s Director of Facilities Management or their
successor, including the demolishing of the existing Building and the
construction of a new building on the Land. Tenant’s request to make
alterations or improvements shall be accompanied with the appropriate
plans, specifications, information, or other materials requested by
Landlord’s Director of Facilities Management or their successor.
27.2 Subject to Section 6, any improvement or alteration made to or upon the
Land or Building shall become an integral part of the Land or Building and
shall become the sole property of Landlord upon expiration, cancellation, or
termination of this Lease.
27.3 Any improvements or alterations to the Land or Building shall be performed
by contractors approved by Landlord’s Director of Facility Management or
their successor.
28. Mechanic’s and Other Liens.
28.1 Tenant shall not permit any liens or encumbrances of any kind or nature
whatsoever to attach to the Building or Land. Tenant shall have no authority,
express or implied, to create or place any lien or encumbrance of any kind
or nature whatsoever upon, or in any manner to bind, the interest of
Landlord in the Building or Land.
28.2 Tenant shall pay or cause to be paid all sums legally due and payable by it
on account of any labor performed or materials furnished in connection with
any work performed on the Building or Land on which any lien is or can be
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Easter Seals Lease (Final Version)
validly and legally asserted against its leasehold interest in the Building
and/or Land or the improvements thereon.
28.3 Tenant shall save and hold Landlord harmless from any and all loss, liability,
cost, or expense based on or arising out of any claims or liens against the
leasehold estate or against the right, title, and interest of the Landlord in the
Building and/or Land or under the terms of this Lease.
28.4 If any such lien shall remain in force and effect for twenty (20) days after
notice thereof from Landlord to Tenant, Landlord shall have the right and
privilege of paying and discharging the same or any portion thereof without
inquiry as to the validity thereof, and any amounts so paid, including
expenses and interest, shall be so much additional rent hereunder due from
Tenant to Landlord and shall be paid to Landlord immediately on rendition
of a bill therefor.
28.5 Notwithstanding the foregoing, Tenant shall have the right to contest any
such lien in good faith and with all due diligence so long as any such contest,
or action taken in connection therewith, protects the interest of Landlord in
the Land, and Landlord are, by the expiration of said twenty (20) day period,
furnished such protection, and indemnification against any loss, liability,
cost or expense related to any such lien and the content thereof as are
satisfactory to Landlord.
29. Notices.
All notices, requests, demands, and other communications required by this Lease
shall be in writing and shall be deemed given if personally delivered or mailed,
certified mail, return receipt requested, to the following addresses:
To Landlord: Oakland County Board of Commissioners
1200 North Telegraph
Pontiac, MI 48341
and
Property Management Specialist
Oakland County Department of Facilities Management
1 Public Work Drive
Waterford, MI 48328
To Tenant: President
EasterSeals MORC, Inc.
2399 E Walton Blvd.
Auburn Hills, MI 48326
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Easter Seals Lease (Final Version)
30. Rights Reserved to the Landlord. This Lease does not and is not intended to
impair, divest, delegate, or contravene any constitutional, statutory, and/or other
legal right, privilege power, obligation, duty, capacity, or immunity of Landlord.
31. Hazardous Substances.
31.1 Tenant shall not cause or permit any Hazardous Substance to be used,
stored, generated, or disposed of on, in, or about the Building and/or Land.
31.2 If any Hazardous Substance is used, stored, generated, or disposed of on,
in, or about the Building and/or Land by Tenant, its agents sublicensees, or
invitees, except pursuant to Landlord's written consent, or if any part of the
Building and/or Land becomes contaminated in any manner for which
Tenant is legally liable, then Tenant shall indemnify and hold Landlord
harmless from any and all claims, damages, fines, judgments, penalties,
costs, liabilities, and/or losses (including, without limitation, any decrease in
value of the Building and/or Land, damages caused by loss or restriction of
the Land, and any and all sums paid for settlement of claims, attorney's
fees, consultant fees, and export fees).
31.3 Without limitation of the foregoing, if Tenant causes or permits the presence
of any Hazardous Substance on the Building and/or Land and that results
in contamination, then Tenant shall promptly, at its sole expense, take any
and all necessary or appropriate actions to return the Building and/or Land
to the condition existing prior to the presence of any such Hazardous
Substance. Tenant shall first obtain written approval from Landlord’s
Director of Facility Management or their successor for any such remedial
action.
31.4 As used herein, "Hazardous Substance" means any substance that is toxic,
ignitable, reactive, or corrosive or that is regulated by any local government,
the State of Michigan, or the United States Government. "Hazardous
Substance" includes any and all material or substances that are defined as
"hazardous waste," "extremely hazardous waste," or a "hazardous
substance" or if otherwise discovered upon or in the Building and/or Land
would require any clean up, removal or restrictions upon any future use of
the Land, either in whole or part, pursuant to any state, federal, or local
governmental law or regulation. "Hazardous Substance" includes but is not
restricted to asbestos, polychlorobiphenyls ("PCBs") and petroleum
products.
32. Governing Law. This Lease is made and entered into in the State of Michigan
and shall in all respects be interpreted, enforced and governed under the laws of
the State of Michigan. The language of all parts of this Lease is intended to and,
in all cases, shall be construed as a whole according to its fair meaning, and not
construed strictly for or against any party. As used in this Lease, words specific to
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Easter Seals Lease (Final Version)
one gender, the singular or plural number, possessive or nonpossessive shall be
deemed to include the other whenever the context so suggests or requires.
33. Succession. The Terms and conditions of this Lease shall be binding and shall
inure to the benefit of the Parties and their respective heirs, representatives,
successors and assigns.
34. No Third Party Beneficiaries. It is the intention of the Parties hereto, that this
Lease is not made for the benefit of any third party.
35. Paragraph Caption and Numbers. The paragraph captions and numbers
inserted in this Lease are for convenience only and in no way define, limit or
otherwise describe the scope or intent of this Lease, or any provision hereof.
36. Survival Clause. All obligations of Tenant hereunder not fully performed as of the
expiration or termination of this Lease shall survive the expiration or termination
thereof.
37. Severability. If any clause, phase, provision or portion of this Lease or the
application thereof to any person or circumstance shall be invalid or unenforceable
under applicable law, such event shall not effect, impair or render invalid or
unenforceable the remainder of this Lease nor any other clause, phase, provision,
or portion hereof, nor shall it affect the application of any clause, phrase, provision
or portion hereof to any other persons or circumstances.
38. Waiver. No waiver of any term, provision, or condition of this Lease, whether by
conduct or otherwise, in one or more instances, shall be deemed or construed as
a further continuing waiver of a term, provision or condition of this Lease. No
remedy available to a Party for the other Party’s breach of this Lease is intended
to be an exclusive remedy. A Party’s exercise of any remedy for breach of this
Lease shall not be deemed or construed to be a waiver of its right to pursue another
remedy.
39. Modifications. This Lease may be modified or amended only by written
agreement of Landlord and Tenant.
40. Execution of Counterparts. This Lease may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but
one and the same instrument.
41. Entire Agreement. This Lease constitutes the entire agreement of the Parties
with respect to the Land, and all prior negotiations, agreements, and
understandings, either oral or written, are merged herein. The February 22, 2011
Lease is terminated.
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Easter Seals Lease (Final Version)
IN WITNESS WHEREOF _________________________________ of EasterSeals
MORC, Inc., is authorized to execute this Lease on behalf of the EasterSeals MORC, Inc.
and accepts and binds it to the terms and conditions of this Lease.
By:
Title:
STATE OF MICHIGAN )
)ss
COUNT OF OAKLAND )
The foregoing instrument was acknowledged before me this ________ day of
__________, 2023 by _______________________________, of the Easter Seals
MORC, Inc.
_________________________________________________
Notary Public
Oakland County, Michigan
My Commission Expires:____________________________
Acting in County of Oakland
IN WITNESS WHEREOF, David T. Woodward, Chairperson of the Oakland County Board
of Commissioners, is authorized to execute this Lease on behalf of the COUNTY OF
OAKLAND and accepts and binds it to the terms and conditions of this Lease.
By:
David T. Woodward, Chairperson
Oakland County Board of Commissioners
The foregoing instrument was acknowledged before me this ________ day of
__________, 2023 by David T. Woodward, Chairperson, Oakland County Board of
Commissioners.
_________________________________________________
Notary Public
Oakland County, Michigan
My Commission Expires:____________________________
Acting in County of Oakland
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