HomeMy WebLinkAboutResolutions - 2025.02.11 - 41883
AGENDA ITEM: Sublease Agreement to Airport Land Lease Agreement with EJB-OC, LLC to Corbin
Aviation, LLC
DEPARTMENT: Economic Development - Aviation and Transportation
MEETING: Board of Commissioners
DATE: Tuesday, February 11, 2025 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2025-4863 _ 25-3
Motion to adopt the attached suggested resolution.
ITEM CATEGORY SPONSORED BY
Lease Yolanda Smith Charles
INTRODUCTION AND BACKGROUND
The County entered into an Airport Land Lease with with EJB-OC, LLC on May 1, 2020, with the
land lease term of thirty years, May 1, 2020 through April 30, 2050, and with the annual rent fixed
for the first two years at $22,113.56. Subsequently, EJB-OC, LLC has negotiated with Corbin
Aviation, LLC and the parties have agreed that Corbin Aviation will sublease the premises for a
thirty-six (36) month term beginning on January 1, 2025 and expiring on December 31, 2027, and
the Airport desires to consent to the agreement between the parties.
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at
248.821.3065 or winterb@oakgov.com or the department contact persons listed for additional
information.
CONTACT
Cheryl Bush, Manager Aviation & Transportation
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 2/11/2025
David Woodward, Board of Commissioners Approved - 2/11/2025
Walt Herzig, Executive's Office Approved - 2/12/2025
Lisa Brown, Clerk/Register of Deeds Final Approval - 2/25/2025
AGENDA DEADLINE: 02/24/2025 7:36 PM
ATTACHMENTS
1. Corbin Aviation - EJB-OC-OCIA Sublease Agreement
COMMITTEE TRACKING
2025-02-05 Economic Development & Infrastructure - Recommend to Board
2025-02-11 Full Board - Adopt
Motioned by: Commissioner Michael Gingell
Seconded by: Commissioner Penny Luebs
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen
Nelson, Christine Long, Robert Hoffman, Philip Weipert, Angela Powell, Marcia Gershenson,
William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ann Erickson Gault,
Linnie Taylor, Robert Smiley (18)
No: None (0)
Abstain: None (0)
Absent: Gwen Markham (1)
Passed
February 11, 2025
RESOLUTION #2025-4863 _ 25-3
Sponsored By: Yolanda Smith Charles
Economic Development - Aviation and Transportation - Sublease Agreement to Airport Land
Lease Agreement with EJB-OC, LLC to Corbin Aviation, LLC
Chair and Members of the Board:
WHEREAS the County of Oakland (“the County”) owns the Oakland County International Airport in
Waterford Township; and
WHEREAS parcels of land are leased to various aviation businesses for the purpose of constructing
hangars, aviation ramps, and related appurtenances for conducting aviation business at the Airport;
and
WHEREAS the County entered into an Airport Land Lease with EJB-OC, LLC, on May 1, 2020, with
the land lease term of thirty years, May 1, 2020, through April 30, 2050, and with the annual rent fixed
for the first two years at $22,113.56; and
WHEREAS EJB-OC, LLC has negotiated with Corbin Aviation, LLC and the parties have agreed that
Corbin Aviation, LLC will sublease the leased premises for a term of thirty-six months commencing
January 1, 2025 and expiring December 31, 2027; and
WHEREAS Corbin Aviation will assume the rights, duties and obligations of the Landlord under the
existing Airport Land Lease during the term of the Sublease, upon the Consent of the County; and
WHEREAS the County desires to consent to the Sublease between the parties; and
WHEREAS EJB-OC., LLC is current on any amounts due and payable under the lease prior to the
effective date of this Sublease; and
WHEREAS the Airport Committee and the County’s Office of Corporation Counsel have reviewed
and agreed to the terms of the Sublease Agreement as to Subleased Premises and Lease
Agreement as to Leased Premises between EJB-OC, LLC and Corbin Aviation, LLC.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and accepts the terms and conditions of the attached Sublease Agreement as to Subleased
Premises and Lease Agreement as to Leased Premises between EJB-OC, LLC and Corbin Aviation,
LLC.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chair or
his designee to execute the attached Sublease Agreement as to Subleased Premises and Lease
Agreement as to Leased Premises and all other related documents between the County and EJB-OC,
LLC.
BE IT FURTHER RESOLVED that no budget amendment is required at this time as the revenue is
already reflected in the FY 2025 Adopted budget and FY 2025 – FY 2027 County Executive
Recommended budget within the Airport Fund (#56500).
Chair, the following Commissioners are sponsoring the foregoing Resolution: Yolanda Smith
Charles.
Date: February 11, 2025
David Woodward, Commissioner
Date: February 12, 2025
Walt Herzig, Chief Deputy County Executive
Date: February 25, 2025
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
2025-02-05 Economic Development & Infrastructure - Recommend to Board
2025-02-11 Full Board - Adopt
Motioned by Commissioner Michael Gingell seconded by Commissioner Penny Luebs to adopt the
attached Lease: Sublease Agreement to Airport Land Lease Agreement with EJB-OC, LLC to Corbin
Aviation, LLC.
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson,
Christine Long, Robert Hoffman, Philip Weipert, Angela Powell, Marcia Gershenson, William Miller
III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ann Erickson Gault, Linnie Taylor,
Robert Smiley (18)
No: None (0)
Abstain: None (0)
Absent: Gwen Markham (1)
Passed
ATTACHMENTS
1. Corbin Aviation - EJB-OC-OCIA Sublease Agreement
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
February 11, 2025, 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, February 11, 2025.
Lisa Brown, Oakland County Clerk / Register of Deeds
1
SUBLEASE AGREEMENT AS TO SUBLEASED PREMISES AND
LEASE AGREEMENT AS TO LEASED PREMISES
THIS SUBLEASE AGREEMENT AS TO SUBLEASED PREMISES AND LEASE
AGREEMENT AS TO LEASED PREMISES, (“Sublease”) made and entered into as of
December 28, 2024, by and between EJB-OC, LLC, a Michigan limited liability company
(“Landlord”), whose address is 30903 Northwestern Highway, Suite 210, Farmington Hills, MI
48334, and CORBIN AVIATION LLC, a Michigan limited liability company (“Tenant”), whose
address 6320 Highland Road, Waterford, MI 48327.
RECITALS:
(A) Landlord is the current lessee under an Oakland County International Airport Land
Lease dated May 1, 2020, (“Ground Lease”) with the County of Oakland, State of Michigan
(“County”), with respect to certain land located at the Oakland County International Airport,
Waterford, Michigan (“OCIA”) consisting of approximately 1.81 acres (“Land”) as more
particularly described on Exhibit A hereto (“Subleased Premises”); and
(B) As of the date hereof, a portion of the Land subject to the Ground Lease is improved
with a building of approximately 33,132 square feet, containing an aircraft hangar, office space,
and a passenger terminal area (“Building”), together with appurtenant parking and related site
improvements existing on the Land (“Improvements”) having an address of 6320 Highland Road,
Waterford, MI 48327. The Building and the Improvements shall be collectively referred to herein
as the “Leased Premises”, which Leased Premises are owned by Landlord.
NOW, THEREFORE, in consideration of these Recitals incorporated by reference herein
and these premises and the mutual provisions set forth in this Sublease, and other good and
valuable consideration, the receipt and sufficiency of which hereby are acknowle dged, the parties
hereby agree as follows:
ARTICLE I- GRANT AND TERM
Section 1.01 Subleased Premises. Upon the receipt of requisite written approval of this
Sublease by the County, Landlord, in consideration of the rents to be paid and the covenants to be
performed by Tenant, does hereby (a) sublease and demise unto Tenant and Tenant hereby
subleases from Landlord, the Subleased Premises, and (b) lease and demise unto Tenant and
Tenant hereby leases from Landlord, the Leased Premises. Upon the execution of this Sublease,
Tenant shall deliver to Landlord the first month’s Rent as set forth in Section 2.01 hereof.
Section 1.02 Term and Option to Extend. The thirty-six (36) month term of this Sublease
shall begin on January 1, 2025, (“Commencement Date”) and expire on December 31, 2027
(“Term”). If not then in default beyond any applicable grace, notice, or cure period, Tenant, with
written notice given to Landlord not less than nine (9) months prior to the expiration of the initial
Term, may, in its discretion, request negotiation of an option to extend the Term upon such
provisions as Tenant and Landlord may then agree (“Renewal Term”). The Renewal Term shall
be on the same terms and conditions as set forth herein, except that the Improvements Rent shall
be as set forth upon mutually agreed-upon amounts in a written amendment to Exhibit B. All
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
2
references herein to the “Term” shall include the Renewal Term elected by Tenant in accordance
with this Section 1.02.
Section 1.03 Condition of Subleased Premises. Tenant has inspected the Subleased
Premises and the Leased Premises, and except for representations and warranties set forth herein
is fully satisfied with the condition thereof, accepts the same in an “AS -IS, WHERE-IS” condition
without any representation or warranty, express or implied, by Landlord, its agents or employees.
Section 1.04. Ground Lease. A copy of the Ground Lease has been provided to Tenant
and is attached hereto as Exhibit C. Landlord represents and warrants that Exhibit C includes a
complete, true and correct copy of the Ground Lease. This Sublease is subject and subordinate to
the Ground Lease. Except as otherwise provided herein, Tenant shall assume the obligations of
Landlord under the Ground Lease to be performed during the Term of this Sublease with respect
to the Subleased Premises. Tenant shall not perform any act or permit any omission which would
cause a default under the Ground Lease.
Notwithstanding anything herein to the contrary, Tenant shall not assume any of the
Landlord’s obligations or liabilities under the following provisions of the Ground Lease (which
provisions shall not be deemed incorporated herein): (1c), (1d), (5a), and (5b). Notwithstanding
anything herein to the contrary, in the event of any conflicts between this Sublease and the Ground
Lease, the terms of this Sublease shall control as between Landlord and Tenant.
Landlord shall not cause a default under the Ground Lease. Landlord shall not voluntarily
terminate the Ground Lease or voluntarily surrender the Land. Landlord shall not amend the
Ground Lease without the written consent of Tenant, which shall not be unr easonably withheld,
conditioned or delayed.
ARTICLE II - RENT
Section 2.01 Leased Premises Rent. Beginning on the Commencement Date, the Tenant
shall pay Rent constituting a total Term amount of ONE MILLION NINETY-THREE
THOUSAND THREE HUNDRED FIFTY-SIX ($1,093,356) DOLLARS payable in monthly
installments as set forth on Exhibit B (“Leased Premises Rent”), payable in monthly installments,
in advance, on or before the first day of each month, in the amounts as set forth on Exhibit B at
the office of Landlord, and except as set forth herein, without any prior demand the refore or
without any deductions or setoff whatsoever.
Section 2.02 Additional Rent; Rent Defined. Beginning on the Commencement Date, in
addition to Leased Premises Rent, any and all other sums of money or charges expressly required
to be paid by Tenant under this Sublease, including, without limit, the Taxes , Ground Lease rent,
and Landlord’s Insurance, shall be referred to collectively as “Additional Rent”. Tenant’s failure
to pay any such Additional Rent shall constitute an event of default with the same consequences
as the failure to pay Leased Premises Rent. The Leased Premises Rent and Additional Rent shall
be collectively referred to herein as “Rent”.
Section 2.03 NET, NET, NET. Landlord and Tenant intend that the rental shall be net, net,
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
3
net, to Landlord, so that this Sublease shall yield, net, to Landlord, not less than the Rent specified
in Sections 2.01 and 2.02 of this Sublease and, except as set forth herein, all costs, expenses, and
charges of every kind and nature related to the Subleased Premises and the Leased Premises, which
may be attributable to, or become due during the Term, subject to and in acco rdance with the
provisions of this Sublease, shall be paid by Tenant.
ARTICLE III - SECURITY DEPOSIT
Section 3.01 TWENTY-EIGHT THOUSAND NINE HUNDRED NINETY-ONE
($28,991.00) DOLLARS (“Security Deposit”) shall be deposited with Landlord at execution of
this Sublease and returned promptly (but in no case longer than thirty (30) days) upon Tenant
vacating upon Sublease expiration or earlier termination, subject to offsets for damages and
cleaning as permitted under under this Sublease.
ARTICLE IV - CONDUCT OF BUSINESS AND MAINTENANCE
Section 4.01 Use of Premises. Tenant covenants and agrees to use the Subleased Premises
and the Leased Premises for commercial use incidental to the management, sales, servicing,
repairing, and storage of aircraft, and any other use authorized by the Ground Lease, or otherwise
approved by the resolution of the Oakland County Airport Committee (“Permitted Use”), at all
times subject to and in compliance with, the terms of the Ground Lease and the Oakland County
Airports Minimum Standards (“OCA Minimum Standards”) as promulgated by Oakland County
Airports from time-to-time with each being incorporated by referenced herein. Without limiting
the forgoing, if any governmental license(s) or permit(s) shall be required for the proper and lawful
conduct of Tenant's business or other activity carried on in the Subleased Premises or the Leased
Premises, or if a failure to procure s uch license(s) or permit(s) would, in any way, affect the
Landlord, the Subleased Premises or the Leased Premises (except for a valid certificate of
occupancy for the Leased Premises which shall be Landlord’s responsibility to procure), then
Tenant, at Tenant's sole expense, shall duly procure and thereafter maintain such license(s) or
permit(s) and submit the same to inspection by Landlord. Tenant, at Tenant's e xpense, shall, at all
times, comply with the requirements of each such license or permit, and with the laws, ordinances,
and regulations of: the Township of Waterford, the County, the State of Michigan, the United
States, the Michigan Aeronautics Commissio n, the United States Department of Transportation,
and the Federal Aviation Administration, including but not limited to, 42 U.S.C. 6991, et seq.; 40
C.F. R. Part 281 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 (all the
forgoing “Applicable Law”). Tenant shall also comply with all reasonable, written rules and
regulations set forth by the Landlord and/or the OCIA regarding the use an d/or operation of the
Subleased Premises and the Leased Premises.
Section 4.02 Repairs and Maintenance of Subleased Premises and Leased Premises .
(a) Tenant’s Obligations. Except to the extent imposed upon Landlord under Section
4.02(b) and the other provisions of this Sublease and except to the extent such repairs or
replacements are necessitated by the intentional acts or gross negligence of Landlord, its
employees, agents and invitees, Tenant shall, at its expense, throughout the Term, maintain, repair
and replace the Leased Premises, in an orderly, clean, and safe condition (subject to normal and
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
4
customary wear and tear, latent defect, violations of Applicable Law existing on the
Commencement Date, damages from a casualty covered by insurance or condemnation and
damages caused by Landlord or its agents, contractors or employees), and the Building a nd
Improvements (excluding, however, those components of the Leased Premises for which Landlord
is expressly responsible under Section 4.02(b)). Provided, however, nothing herein shall require
Tenant to place the Subleased Premises, the Leased Premises, t he Improvements, or any Building
systems into a condition better than that which existed on the Commencement Date. Tenant’s
maintenance obligations hereunder shall include, but not be limited to, the routine maintenance of
(i) the HVAC System, as provided below, (ii) the landscaped areas located upon the Subleased
Premises and Leased Premises, (iii) the removal of debris and snow and ice from the parking lot,
sidewalks, walkways, and other paved areas of the Leased Premises. Tenant shall not perform any
acts or carry on any practices which may injure the Subleased Premises or the Leased Premises,
or be a nuisance or menace to the surrounding area or other tenants of the OCIA and shall at all
times keep the Subleased Premises and Leased Premises in an order ly, clean, and safe condition
and free from rubbish originating from the Subleased Premises or Leased Premises, and shall
properly store all trash and garbage utilizing only designated waste removal dumpsters designated
on the Leased Premises.
With respect the repairs or replacements of the HVAC System, if the cost of such work shall exceed
$8,000.00 in each instance (the “HVAC Repair Cap”), then Landlord shall be responsible for that
portion of the repair or replacement of the HVAC System which exceeds the HVAC Repair Cap
with respect to each instance of repair and/or replacement as follows: (a) prior to commencing any
work the Tenant shall notify Landlord in writing and provide Tenant with a contractor proposal
for the work and cost, (b) the contractor to undertake the work shall be subject to Landlord’s
approval, (c) Landlord shall be entitled to inspect the HVAC System and confirm the scope of
work before any work is commenced by Tenant, (d) if Landlord approves the scope and cost of
work, Tenant shall cause such to be diligently completed and upon completion Tenant shall send
Landlord an invoice for the approved excess costs (which invoice Landl ord shall pay to Tenant
within 30 days after receipt). In the alternative, Landlord may elect to undertake the proposed
HVAC work using contractors selected by Landlord and Tenant shall pay to Landlord $8,000.00
as its contribution towards the cost of such work (such payment to be Additional Rent hereunder
and to be paid to Landlord within 30 days after demand from Landlord).
Within thirty (30) days of the execution of this Sublease, Tenant shall enter into a contract with a
licensed mechanical contractor for a preventative maintenance contract with service not less
frequent than bi-annually (once in summer and once in winter) to conduct preventive maintenance
and repair of the HVAC System servicing the Premises (“HVAC Maintenance Contract”) and a
copy of said contract and inspection reports shall be provided to Landlord. Tenant shall continue
said contract in force throughout the Term and any Renewal Term. Any change of contract or
mechanical contractor shall be made known to Landlord by Tenant and a copy of Tenant’s new
HVAC Maintenance Contract shall be delivered to Landlord so that Landlord shall at all times
have a copy of the HVAC Maintenance Contract currently in effect. Upon request by Landlord,
Tenant shall provide Landlord with a copy of the contract and evidence of the most recent service
invoice and report of the mechanical contractor indicating date of service and services performed.
If Tenant refuses or neglects to enter into a n HVAC Maintenance Contract with a licensed
mechanical contractor for the maintenance described herein, then Landlord may, but shall not be
required to, perform and complete said maintenance and repair and Tenant shall pay the cost to
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
5
Landlord as Additional Rent hereunder, within 30 days after demand from Landlord.
(b) Landlord’s Obligations. Landlord shall, at its expense (subject to reimbursement
as provided below) throughout the Term, maintain, repair and replace the following, so as to keep
in good condition and in compliance with Applicable Laws: (i) the structure of the Building
(including, without limitation, pile caps, columns, beams, struts, ties, plates, joists, trusses, and
items of similar character), (iv) foundations and floor slab, (v) the roof of the Building (including
roof membrane and flashings ), (vi) utility and drainage lines up to the point of entry into the
Building, (vii) the HVAC System (in excess of the HVAC Repair Cap),except to the extent such
repairs or replacements in subsection (i) through (vii) inclusive are necessitated by the intentional
acts or negligence of the Tenant, its employees, agents and invitees. Provided however, in the
event that Landlord is required to make replacements under this Section 4.02(b), then Landlord
shall undertake such work at its expense and t he cost of such work shall be amortized over the
Useful Life (as defined below) of such item, and Tenant shall reimburse Landlord during the
balance of the Term (including any renewals) for the annual amortized portion of such cost (with
Landlord bearing any unamortized cost which extends beyond the end of the Term, as so
extended); such annual payment by Tenant to be due on the anniversary date of the completion of
the work at issue. For purposes of this Section 4.02(b), “Useful Life” shall be equal to 15 years
with respect to subsection (vii), and shall be equal to 39 years with respect to subsections (i)
through (vi) inclusive. Landlord shall be solely responsible for the costs of any repairs or
replacements under subsection (viii) and (ix) above.
(c) Landlord’s Cure Rights. If Tenant refuses or neglects to keep the Subleased
Premises or the Leased Premises in an orderly, clean, and safe condition, within thirty (30) days
following written notice to Tenant, or such longer time as may be required so long as Tenant has
commenced the cure within such thirty (30) day period and is diligently prosecuting the cure to
completion, the Landlord may, but shall not be required to do so, place the Subleased Premises or
Leased Premises, in an orderly, clean, and safe condition and Tenant shall pay the reasonable cost
thereof to Landlord as Additional Rent upon demand; non-payment of which shall entitle Landlord
to exercise any remedy available to it in the event of the non -payment by Tenant of Rent or any
other charge due to Landlord under this Sublease. Pets and animals, other than duly registered
service animals with such registration provided to and approved by Landlord, are prohibited on
the Subleased Premises and Leased Premises. Upon the expiration or terminati on of this Sublease,
Tenant shall surrender both the Subleased Premises and Leased Premises in good condition subject
to the exceptions set forth in Section 4.02(a) above.
(d) Tenant Environmental Indemnity. Tenant hereby indemnifies and agrees to hold
harmless Landlord from and against any cost, loss, cause of action, expense, claim or proceeding
whatsoever, including reasonable attorneys' fees, resulting from or in any way related to the
Tenant's use, storage, generation, treatment or disposition on the Subleased Premises or Leased
Premises of any hazardous substance, all of which Tenant covenants and agrees not to permit on
the Subleased Premises or Leased Premises except in accordance with Applicable Law. For
purposes of this Sublease, the term "hazardous substance" means any substance the manufacture,
use, treatment, storage, transportation, or disposal of which is regulated by any law having as its
object the protection of public health, natural resources or the environment, including, by way of
illustration only and not as a limitation, the Resource Conservation and Recovery Act; the
Comprehensive Environmental Response, Compensation, and Liability Act; the Toxic Substances
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
6
Control Act; the Federal Water Pollution Control Act; the Clean Air Act; and applicable State
environmental laws and/or regulations. Tenant shall promptly supply to Landlord a copy of the
reports of any environmental audit or investigation undertaken with respect to the Subleased
Premises or Leased Premises, as well as any notices, demands, inquiries or claims received from
any person, entity or governmental agency as a result of contamination or pollution alleged to be
on or emanating from the Subleased Premises or Leased Premises, and any reports or applications
for licenses, permits or approvals submitted by or on behalf of Tenant to any environmental
regulatory agency affecting the Subleased Premises or Leased Premises. Tenant shall be
responsible for any releases of hazardous substances upon the Subleased Premises or Leased
Premises caused by the actions or omissions of the Tenant, its employees, agents and/or invitees.
NTN – Landlord respectfully declines such non -market request and has, or will, provide recent
environmental reports and filed BEA.
Section 4.03 Right of Entry. Landlord reserves the right to enter upon and inspect the
Subleased Premises and Leased Premises at any time, and from time to time, during Tenant's
business hours and at other times in emergency circumstances. Without limitation to any other
term of this Sublease and/or the Ground Lease, and for avoidance of doubt, Tenant agrees that the
County and its duly authorized employees shall have the right of ingress and egress to the
Subleased Premises and Leased Premises, for inspection purposes or for any purpose occasioned
by emergency or Applicable Law. Notwithstanding the foregoing, but subject to the terms of the
Ground Lease, Landlord’s access rights shall be subject to the following: (a) giving Tenant at least
twenty-four (24) hours advance notice, except in an emergency; (b) promptly finishing any work
for which it entered; (c) complying with Tenant’s reasonable security and safety regulations,
except in the case of an emergency; (d) if Tenant so elects, Landlord shall be accompanied by a
representative of Tenant during any such entry; (e) Landlord shall not have the right to open or
inspect confidential files or safes, and Landlord shall not disclose to others any confidential
information regarding Tenant’s business learned by Landlord during any such entry into the
Subleased Premises or Leased Premises; (f) Landlord shall not unreasonably interfere with or
disrupt the normal operation of Tenant’s business in exercising its entry rights; and (g) Landlord
shall promptly repair any damage cau sed to the Subleased Premises or Leased Premises by
Landlord or anyone accessing the Subleased Premises or Leased Premises under this Section.
Section 4.04 Signs and Advertising. Tenant shall have the right, at Tenant’s sole cost and
expense, to install signage on the Building, subject to the Ground Lease and Applicable Law.
Tenant shall also have the right, at Tenant’s sole cost and expense, to install an interior wall sign
within the Subleased Premises at Tenant’s sole cost and expense. Tenant shall also have the right,
at Tenant’s sole cost and expense, to install an identification sign on the exterior of the Building
at the Tenant’s entryway. Provided however, that Tenant shall not erect or install any exterior
signs which do not comply with Applicable Law and which are not approved by Landlord in
writing prior to installation, as well as the OCIA if necessary, which approval shall not be
unreasonably withheld, conditioned, or delayed by Landlord. In the event Tenant shall erect or
install any signs or other items in violation of this Section 4.04, the same shall constitute an Event
of Default under this Sublease and Landlord may, after fiftee n (15) days prior written notice, in
addition to any other rights it may have, remove the same without prior notice to Tenant at
Tenant’s sole cost and expense. Tenant may remove all existing signage on the Building and the
Leased Improvements and store same in the Leased Premises during the Term of this Sublease.
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
7
Section 4.05 Alterations. Except as otherwise provided herein, Tenant shall not make or
cause to be made any alterations, additions, or improvements to the Subleased Premises or 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 store front,
the mechanical, electrical, or sprinkler systems in the Leased Premises, without the prior written
approval of the Landlord, which approval shall no t be unreasonably withheld, conditioned, or
delayed. Except for Permitted Alterations, as defined below, Tenant shall present to Landlord plans
and specifications for such work at the time approval is sought. If approved, all alterations and/or
improvements performed by Tenant or its contractors shall be completed in a good and
workmanlike manner by licensed and insured professional contractors utilizing only new
materials. All alterations and improvements shall become the property of Landlord as the same a re
performed. Upon expiration of this Sublease, all alterations shall be shall be the property of
Landlord, and shall be surrendered with the Subleased Premises and Leased Premises at the
termination of this Lease, except that Landlord may, at the time of and as a condition to granting
its consent to such alterations, require Tenant, at its sole cost and expense, to return the Subleased
Premises, Leased Premises, or any part thereof, back to its condition prior to the execution of this
Sublease. Notwithstanding anything herein to the contrary, Landlord’s consent shall not be
required for any renovations, alterations, additions or improvements to the Leased Premises
(“Permitted Alterations”) which (a) are non-structural, (b) do not impact any Building systems,
and (c) cost less than $50,000 in any twelve -month period.
ARTICLE V – REAL ESTATE TAXES
Section 5.01 Taxes/Assessments. During the Term, Tenant agrees to pay Landlord the
Real Estate Taxes (as hereinafter defined) attributable to the Subleased Premises as Additional
Rent, for the Subleased Premises and Leased Premises. Landlord shall, within ten (10) days after
receipt of any applicable tax bill, furnish to Tenant copies of said tax bill. Any amount due shall
be paid to Landlord by Tenant within thirty (30) days after Landlord has furnished Tenant with
said tax bill. Tenant’s obligations under this section shall be prorated as of the date of expiration
or earlier termination of this Sublease. In no event shall Tenant be obligated to pay any penalty
or interest which may result from the delinquent payment of Real Estate Taxes by Landlord,
provided that Tenant has complied with such requirement to make payment to Landlord within
thirty (30) days after Landlord furnished Tenant with said tax bills. Landlord shall provide Tenant
with evidence of timely payment of Real Estate Taxes within ten (10) days. The term “Real Estate
Taxes” shall include all (a) ad valorem real property taxes and assessments (including
installments of special assessments required to be paid during the calendar year; and (b) all other
taxes and other charges imposed by the State of Michigan or any subdivision thereof which: (i)
are enacted after the date of this Sublease or, if previously enacted, are increased in any manner
after the date of this Sublease (but only to the extent of such increase); (ii) are in replacement of
or in addition to all or any part of ad valorem taxes as sources of revenue, and (iii) are based in
whole or in part upon the Land and Building of which the Subleased Premises and Leased
Premises are a part or any interest therein Real Estate Taxes shall be prorated at Sublease
commencement and Sublease termination on the due date basis of the taxing authority.
Provided, however, notwithstanding the foregoing the term “Real Estate Taxes” shall not
include and nothing herein contained shall impose an obligation on Tenant to pay (1) any
of the Landlord’s federal, state or local income taxes, or (2) any franchise, excise, net worth,
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
8
net income or capital stock tax imposed on the Landlord, or (3) business or occupation, single
business, transaction, privilege, franchise, capital stock, excise, or profits taxes, or (4) any
tax imposed on any mortgage encumbering the Leased Premises whic h secures any
indebtedness of the Landlord, or (5) any state or local transfer tax imposed on the Landlord
in connection with the transfer by the Landlord of the Leased Premises or Property or any
interest of the Landlord therein, or (6) any penalties and/or interest on account of late
payment by the Landlord of Taxes which the Landlord is obligated to pay under this Lease,
or (7) Landlord’s gift, estate, succession or inheritance taxes, or (8) assessments in excess of
the amount which would be payable if such assessment expense were paid in installments
over the longest possible term; or (9) new or increases of Taxes resulting from a change of
ownership or transfer of any or all of the Leased Premises or Property, or (10) any license,
permit or inspection fees imposed on Landlord nor any tax on the Rent received by Landlord
from the Subleased Premises and Leased Premises (collectively, the “Excluded Taxes”).
Landlord shall pay all such Excluded Taxes without charge to Tenant.
Section 5.02 Operating Expenses. During the Term, Tenant agrees to pay Landlord the
Operating Expenses, as Additional Rent, which shall be all amounts paid by Landlord or which
Landlord shall be obligated to pay in connection with the ownership, management, insurance,
and operation of Subleased Premises and Leased Premises, inclusive of the Building and
Improvements, except: (i) Real Estate Taxes as defined in Section 5.01, (ii) building depreciation,
and (iii) mortgage interest and principal payment(s). Landlord shall, within sixty (60) days after
the end of a calendar year furnish to Tenant a summary of said Operating Expense s. Any amount
due shall be paid to Landlord by Tenant within thirty (30) days after Landlord has furnished
Tenant with said summary and if such summary reveals that the Tenant has paid more than
required, Landlord shall credit such overpayment against the next installments of Rent payable
by Tenant.
ARTICLE VI - INSURANCE AND INDEMNIFICATION
Section 6.01 Liability Insurance.
(a) Tenant shall, during the entire term hereof, as may be extended, keep in full force
and effect at its own expense, insurance coverages of the types, in the amounts, and including the
special provisions set forth below:
(i) Premises liability coverage insuring against liability for bodily injury to or
death of persons and damage to or loss of property, in a minimum amount of FIVE
MILLION ($5,000,000.00) DOLLARS combined single limit per occurrence.
(ii) Products and completed operations liability coverage insuring against
liability for bodily injury to or death of persons and damage to or loss of property, in a
minimum amount of FIVE MILLION (US $5,000,000.00) DOLLARS combined single
limit per occurrence and in the annual aggregate;
(ii) Ground hangarkeepers’ liability coverage insuring against liability for loss
of or damage to aircraft while in Tenant’s care, custody and control in a n amount sufficient
to cover the loss of all such aircraft, but in no event less than FIFTY MILLION (US
$50,000,000.00) DOLLARS per occurrence;
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
9
(iii) Workers’ compensation coverage that provides applicable statutory benefits
for all of Tenant’s employees performing services pursuant to this Agreement and includes
broad form all-states coverage; and
(iv) Employers’ liability coverage insuring against liability for bodily injury by
accident in a minimum amount of ONE MILLION (US $1,000,000.00) DOLLARS per
accident and against liability for bodily injury by disease in a minimum amount of ONE
MILLION (US $1,000,000.00) DOLLARS per employee, subject to a maximum limit of
TWO MILLION (US $2,000,000.00) DOLLARS per occurrence.
(v) The insurance described in sub-section (i) above shall include a severability
of interests’ clause providing that such insurance will apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of liabi lity.
(b) Each policy maintained by Tenant, other than those set forth in sub-sections (a)(iii)
and (a)(iv) above, shall name Landlord, Landlord's Mortgagee(s), the County, any other parties in
interest designated by Landlord, as additional insureds, and shall include a clause that the insurer
will not cancel or change the insurance without first giving the Landlord thirty (30) days prior
written. Such insurance may be furnished by Tenant under any blanket policy carried by it or under
a separate policy therefore. The insurance shall be with an insurance company licensed by the
State of Michigan and rated B or better and Tenant shall provide Landl ord a certificate of insurance
certifying to the issuance of such policy which shall be delivered to Landlord prior to the
Commencement Date and upon renewals not less than thirty (30) days prior to the expiration of
such coverage.
Section 6.02 Property Damage and Business Interruption Insurance.
(a) Landlord will procure for its own benefit (i) insurance against fire, vandalism,
malicious mischief and such other “Special Form Coverage” perils as are from time to time
included in standard coverage endorsements, which would be endorsed to cover the full
replacement cost of the Leased Premises (including all of Landlord's personal property, the
Building and Improvements but not Tenant’s personal property). Tenant will procure insurance
against fire, vandalism, malicious mischief and such other “Speci al Form Coverage” perils as are
from time to time included in standard coverage endorsements, which would be endorsed to cover
the full replacement cost of the Tenant’s personal property located within the Leased Premises.
Landlord shall also obtain rent loss insurance which shall provide for the payment of all Rent and
other charges payable under this Lease for a period of twelve (12) months. The insurance
coverages obtained by Landlord pursuant to this Section 6.02(a) shall be collectively referred to
herein as “Landlord’s Insurance”, and Tenant shall pay the premiums for such insurance pursuant
to Section 2.02.
(b) If Tenant installs any electrical equipment that overloads the lines in the Leased
Premises, Tenant shall, at its own expense, make whatever changes are necessary to comply with
the requirements of the insurance underwriters, utility provider(s), and governmental authorities
having jurisdiction.
Section 6.03 Covenants to Hold Harmless.
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
10
(a) Tenant’s Indemnity. Subject to the waiver of liability and subrogation provided in
Section 6.04 and the Landlord’s indemnification in Section 6.03(b) below, Tenant covenants to
indemnify and hold harmless Landlord and the County (and its Boards, Commissions, officials,
and employees) from and against all claims, demands, causes of action, costs (including reasonable
attorneys' fees of counsel of Landlord's choice), expenses and liabilities actually suffered and to
the extent arising from any occurrence in, upon or at the Subleased Premises and Leased Premises
during the Term; except to the extent any of the foregoing arises out of (a) the Landlord’s breach
of this Lease, (b) the negligence or misconduct of Landlord, or its employees, agents, contractors,
managers, members, representatives, partners, directors, or officers, or (c) any work by Landlord,
or any of its employees, agents, contractors, managers, members, representatives, partners,
directors, or officers at the Subleased Premises or Leased Premises, or (d) any breach by Landlord
of any of its warranties and representations under this Lease. It is understood and agreed that all
of Tenant's personal property upon or in the Subleased Premises and Leased Premises shall be
kept, stored or maintained at the sole risk of Tenant. The provisions of this Section 6.03(a) shall
survive the expiration or termination of this Lease.
(b) Landlord’s Indemnity. Subject to the waiver of liability and subrogation provided
in Section 6.04, Landlord covenants to indemnify and hold harmless Tenant (and its affiliates,
owners, shareholders, members, managers, partners, directors, officers, agents and employees) and
the County (and its Boards, Commissions, officials, and employees) from and against all claims,
demands, causes of action, costs (including reasonable attorneys' fees of counsel of Tenant’s
choice), expenses and liabilities actually suf fered and to the extent arising from (a) the Landlord’s
breach of this Lease, (b) the gross negligence or intentional misconduct of Landlord, or its
employees, agents, contractors, managers, members, representatives, partners, directors, or
officers, or (c) any work by Landlord, or any of its employees, agents, contractors, managers,
members, representatives, partners, directors, or officers at the Subleased Premises or Leased
Premises, or (d) any breach by Landlord of any of its warranties and representati ons under this
Lease. The provisions of this Section 6.03(b) shall survive the expiration or termination of this
Lease.
Section 6.04 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 (i) insured against under the property insurance for loss, damage
or destruction by fire or other casualty carried by the parties hereto, and which were in force at the
time of any such loss or damage, or (ii) which would have been so covered had the insurance
required hereunder been maintained. Landlord and Tenant each agrees that it will require its
property insurance carriers to include in its policy such a clause or endorsement if available at
reasonable cost. The waiver of subrogation referred to above shall extend to the agents and
employees of each party. Nothing contained in this Section shall be deemed to relieve either party
from any duty imposed elsewhere in this Lease to repair, restore and rebuild.
ARTICLE VII - UTILITIES
Section 7.01 Utility Charges and Availability . Tenant shall be responsible for, and pay
directly to its providers, all charges for all utilities and services to the Subleased Premises and
Leased Premises, including but not limited to water, sewer, electricity, gas, and communication
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
11
services. Landlord shall not provide any utility or communication services to the Subleased
Premises or Leased Premises and makes no representation, claim, or warranty as to the
availability, reliability, or quality of any or all utilities and/or communica tion services to the
Subleased Premises or Leased Premises.
ARTICLE VIII - ASSIGNMENT AND SUBLETTING
Section 8.01 Assignment Prohibited Without Landlord Approval. Tenant shall not assign,
mortgage or encumber this Sublease or any interest in this Sublease, nor sublet or permit the
Subleased Premises, the Leased Premises or any part thereof to be used by others, without
Landlord’s express written approval, which ma y be withheld in its sole and absolute discretion.
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. If
Tenant is a partnership, limited partnership, corporation or other joint venture or association, an
assignment of Tenant’s interest in this Sublease shall also be deemed to include the dissolution,
merger, consolidation or other reorganization of Tenant, the sale or oth er transfer of fifty percent
(50%) or more of the voting power or equity interest of Tenant, or the sale of fifty percent (50%)
or more of the value of Tenant’s property or assets.
ARTICLE IX - ESTOPPEL STATEMENT, ATTORNMENT, AND SUBORDINATION
Section 9.01 Estoppel Statement. Within ten (10) days after each request by Landlord,
Tenant shall execute and deliver to Landlord an estoppel certificate in such form as Landlord may
reasonably request, certifying to the best of the knowledge of Tenant’s manager of the Leased
Premises: (i) that this Sublease is in full force and effect; (ii) the Commencement Date; (iii) Rent
is paid currently without any offset or defense thereto; (iv) the amount of Rent, if any, paid in
advance; (v) there are no uncured defaults by Landlord or stating those claimed by Tenant with
particularity; and (vi) such other information as may be requested by Landlord or its mortgagee,
prospective purchaser or other party identified in Section 9.03.
Section 9.02 Attornment. To the extent that Tenant is provided with a SNDA, as defined
below, Tenant shall, in the event of the sale or assignment of Landlord's interest(s) in the Subleased
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 Sublease. Except as noted above, 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. To the extent that Tenant is provided with a reasonable and
customary subordination, nondisturbance and attornment agreement (with changes negotiated
by Tenant and the Landlord’s mortgagee) duly executed by the Tenant and holder of any
mortgage (the “SNDA”), Tenant hereby agrees that this Sublease is and shall be subject and
subordinate at all times to any and all present and future ground or underlying leases including
but not limited to the Ground Lease, leasehold mortgages, mortgages and b uilding loan
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
12
mortgages to which Landlord enters or which affect Landlord's interest in the Subleased
Premises. Tenant also covenants and agrees that any mortgagee, overriding or ground lessor
may elect at any time to have this Sublease prior to its interest in the Subl eased Premises, and
in the event of such election and upon notification to Tenant to that effect, this Sublease shall
thereupon be deemed so prior, whether this Sublease is dated prior or subsequent to the date of
such other interest. Should the Ground Lease be terminated, cancelled or for any other reason
abated as to any material portion of the Subleased Premises or adjacent areas, such termination,
cancellation or abatement will operate in the same manner with respect to this Sublease.
Section 9.04 Acknowledgements by Tenant. Tenant also covenants and agrees to execute
and deliver upon demand such other and further instruments as may be reasonably required to
carry out the intentions of this Article IX, and Tenant's failure to execute and deliver any such
instruments may be treated as an event of default hereunder by Landlord.
ARTICLE X - DESTRUCTION OF IMPROVEMENTS
Section 10.01 Reconstruction of Damaged Improvements. If the Building and/or
Improvements 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 Building and/or
Improvements shall be repaired by Landlord, provid ed that Landlord shall not be obligated to
expend an amount in excess of the insurance proceeds actually received by Landlord. If Landlord
rebuilds the Building and/or Improvements as provided in this Article X, Tenant shall promptly
repair or replace any items of its own personal property, merchandise, trade fixtures, furnishings,
equipment, and leasehold improvements, not otherwise covered by the insurance maintained by
Landlord.
Section 10.02 Election to Terminate. If the Subleased Premises or Leased Premises shall
be damaged or destroyed in whole or in part by fire or any other casualty or occurrence and more
than fifty percent (50%) of the floor area of the Building shall be damaged or destroyed by fire or
any other casualty or occurrence, then Landlord may elect either to repair or rebuild the
Improvements 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. In such event, Landlord
shall be entitled to all available insurance proceeds for the full replacement value of the Building
and Improvements and rent loss insurance sufficient to cover Tenant's rental obligations up to the
insurance policy limits. Notwithstanding anything in this Article X; (i) in the event of a casualty
which does not result in a termination of this Lease as provided above, then if the Landlord does
not restore the Building and/or Improvements within one hundred eighty (180) days from the date
of the casualty, Tenant may, upon five (5) days written notice, terminate this Lease retroactive to
the date of the casualty if the restoration is not completed within such five day period; (ii) if the
Building and/or Improvements shall be totally destroyed by fire or other c asualty, or if the
Premises shall be so damaged by fire or other casualty that (in the reasonable opinion of a reputable
contractor or architect designated by Landlord and approved by Tenant, which opinion Landlord
shall be provided within 10 days of the casualty or other damage), its repair or restoration requires
more than one hundred eighty (180) days, Tenant shall have the option to terminate this Sublease
by so advising Landlord in writing within ten (10) days after said contractor or architect delivers
written notice of its opinion to Landlord and Tenant, but in all events prior to the commen cement
of any restoration of the Premises, or (iii) such damage occurs during the last year of the Term of
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
13
this Sublease, Tenant shall have the option to terminate this lease upon giving notice of such
election in writing to Landlord within thirty (30) days after the happening of the event causing the
damage.
Section 10.03 Abatement of Rental. If the casualty, repairing or rebuilding of the Building
and/or Improvements shall render the Subleased Premises or Leased Premises untenantable in
whole or in part, and Landlord is receiving insurance proceeds covered under the required rent
loss coverage required by this Sublease, a proportionate abatement of the fixed minimum rent shall
be allowed from the date when the damage occurred until the date Landlord completes the repairs
or rebuilding or, in the event Landlord elects to terminate this Sublease, until the date of
termination. Said abatement shall be computed on the basis of the ratio which the floor area of the
Building rendered untenantable bears to the entire floor area thereof. Notwithstanding the
foregoing, such abatement shall in no way effect or be applicable to any rent loss insurance
coverage and such insurer shall be liable to Landlord to make all rent payments during such period
of abatement up to the coverage limits.
ARTICLE XI - EMINENT DOMAIN
Section 11.01 Total Condemnation. In the event that the whole of the Subleased Premises
or the Leased Premises is taken in any proceeding by public authorities by condemnation or
otherwise, then the term of this Sublease 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 Sublease 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 fifty percent (50%) of the
floor area of the Building shall be taken as hereinabove described, then either party shall have the
option of terminating this Sublease 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 this Sublease
is not terminated following a taking, then Landlord shall, at its sole cost and expense, restore the
remaining portion of the Subleased Premises and Leased Premises to the extent necessary to render
the Subleased Premises and Leased Premises suitable for the purposes for which it was leased,
provided that the cost thereof shall not exceed the proceeds of its condemnation award. In such
event, this Sublease shall continue for the balance of its Term as to the part of the Subleased
Premises remaining and the Rent to be paid by Tenant after such taking shall be reduced pro -rata
in the proportion which the floor area of the Sublease d Premises remaining bears to the entire floor
area of the Subleased Premises prior to such taking.
Section 11.03 Distribution 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, business
interruption and moving expenses, and other awards typically available to a lessee.
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
14
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) Tenant shall fail to pay any installment of Rent and such failure continues for a
period of five (5) days after receipt of notice from Landlord, provided, however, that Landlord
shall not be required to provide more than two (2) such notices during any twe lve (12) month
period.
(b) Failure to perform or to comply with any of the non -monetary terms, covenants,
conditions or agreements to be performed under this Sublease, other than those specifically
described in Section 12.01(a), 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 under the
OCA Minimum Standards or Ground Lease, if shorter, provided, however, that if the nature of
Tenant’s default is such that more than thirty (30) days are reasonably required to cure, then such
default shall be deemed to have been cured if Tenant commences such performance within said
thirty (30) day period and thereafter diligently pursues the cure to completion.
(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 Sublease or permit this
Sublease to be deemed rejected or terminated within sixty (60) days thereafter.
(d) Filing by or against Tenant in any court pursuant to any state statute of a petition in
bankruptcy or insolvency, or for reorganization or rearrangement, or for the appointment of a
receiver or trustee of all or a portion of Tenant's property (except Tenant shall have sixty (60) days
after commencement to have such proceeding dismissed), or for any assignment of the property of
Tenant for the benefit of creditors, or in the event a receiver, custodian or trustee shall be appointed
to manage or control any of Tenant’s property.
(e) Abandonment, vacation or desertion of the Subleased Premises (failure to occupy
and operate the Subleased Premises for ten (10) consecutive business days shall be deemed an
abandonment).
(f) The occurrence two (2) or more times within any consecutive twelve (12) month
period during the Term of delinquency in the payment of Rent or any other amount payable by
Tenant under this Sublease, for a period of five (5) days after the due date, rega rdless of when or
if such delinquencies are cured, or written notice is given;
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
Sublease or to allow this Sublease to survive; (ii) to re -enter the Leased Premises pursuant to
judicial process and remove all persons and property and place such property in storage for the
account and cost of Tenant; (iii) to make such alterations and repairs as Landlord deems reasonably
necessary to enable Landlord to re-let the Subleased Premises and Leased Premises; (iv) to re -let
the Subleased Premises and Leased Premises; (v) to collect Rent and all other damages provided
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
15
herein. In the event of re-entry by Landlord without termination of this Sublease, 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 reasonable 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 value at termination of this Sublease of the excess, if any, of the amount of
Rent and other charges due hereunder for the remainder of the Term, over the then reasonable
rental value of the Leased Premises for the remainder of the Term. Upon re -letting, all sums
received by Landlord shall be applied to the payment of any sum collectible by Landlord hereunder
then due. If sums received from re-letting 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. Notwithstanding anything to the contrary set forth in this Lease,
Landlord shall use commercially reasonable efforts to mitigate any damages resulting from any
default by Tenant. Further, notwithstanding anything herein to the contrary, neither Landlord nor
Tenant shall not be liable to the other for any consequential, indirect, inci dental or special damages
regardless of causation. Landlord's pursuit of any one remedy allowed herein shall not be deemed
an election of remedies or prevent Landlord from pursuing any other remedy whether concurrently
or at a later time. In case suit shall be brought for recovery of possession of the Subleased Premises,
for the recovery of Rent or any other amount due under the provisions of this Sublease or because
of the breach of any other covenant herein contained on the part of Tenant to be kept perf ormed,
and a breach shall be established, Tenant shall pay to Landlord, all expenses incurred therefore,
including a reasonable attorney's fee.
Section 12.03 Governing Law, Jurisdiction, Waiver of Jury Trial . This Sublease 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 Sublease shall not render
any other term or provision unenforceable, invalid or illegal. The parties agree that all actions
arising directly or indirectly out of this Sublease shall be litigated only in the Oakland County
Courts. THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS SUBLEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY
OF THE SUBLEASED PREMISES AND LEASED PREMISES, AND/OR ANY CLAIM
OF INJURY OR DAMAGE. IN THE EVENT LANDLORD COMMENCES ANY
PROCEEDINGS FOR NONPAYMENT OF RENT OR OTHER MONETARY
OBLIGATIONS UNDER THIS SUBLEASE, EXCEPT FOR COMPULSORY
COUNTERCLAIMS, TENANT WILL NOT INTERPOSE ANY COUNTERCLAIM OF
WHATEVER NATURE OR DESCRIPTION IN ANY SUCH PROCEEDINGS. THIS
SHALL NOT, HOWEVER, BE CONSTRUED AS A WAIVER OF TENANT'S RIGH T TO
ASSERT SUCH CLAIMS IN ANY SEPARATE ACTION OR ACTIONS BROUGHT BY
TENANT.
Section 12.04 Notice and Service of Process. Any notice, demand, request, consent or other
instrument which may be or is required to be given under this Sublease shall be in writing and
either served personally, by United States registered or certified mail, return receipt requested,
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
16
postage prepaid, or nationally recognized express delivery service, and addressed to the address
set forth in this Sublease, or at such other place as either party may designate by written notice to
the other. Any notice shall be deemed to have been served as of the date actually received or
rejected. In the event, through no fault of Landlord, Landlord is unable to effect service of process
as aforesaid or through any other manner then allowed by law, Tenant hereby agrees that posting
at the Subleased Premises together with delivery by registered mail to Tenant's last known address
shall constitute reasonable effort to give Tenant notice of such proceeding and shall constitute
personal service upon Tenant.
Section 12.05 Curing of Tenant’s Default. Notwithstanding anything herein contained to
the contrary, if upon default Tenant fails to cure such default within the time provided or permitted
hereunder, or immediately if an emergency exists, then Landlord may, in addition to its other
remedies, cure such default at the cost and expense of Tenant and the sums so expended by
Landlord shall be deemed to be Additional Rent and shall be paid by Tenant on the day when Rent
shall next become due.
Section 12.06 Tenant's Interest in Bankruptcy. Neither this Sublease nor any interest
therein nor any estate thereby created, shall pass to any trustee or receiver or assignee for the
benefit of creditors or any other person or entity under or by operation of any state or federal law.
Section 12.07 Landlord Default. Landlord shall be in default if it shall fail to perform or
observe any term, condition, covenant, representations, warranty or obligation as required under
this Sublease for a period of thirty (30) days after written notice thereof from Tenant to Landl ord;
provided, however, that if the term, condition, covenant or obligation to be performed by Landlord
is of such a nature that the same cannot reasonably be performed within such thirty (30) day period,
such default shall be deemed to have been cured if Landlord commences such performance within
said thirty (30) day period and thereafter prosecutes the completion of the same with diligence.
ARTICLE XIII - BANKRUPTCY OR INSOLVENCY
Section 13.01 Tenant's Bankruptcy or Insolvency. In the event the estate created hereby
shall be taken in execution or by other process of law, or if Tenant shall be adjudicated insolvent
or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law, or if
a receiver or trustee of the property of Tenant shall be appointed, or if any assignment shall be
made of Tenant's property for the benefit of creditors or if a petition shall be filed by or against
Tenant seeking to have Tenant adjudicated insolvent or bankrupt pursuant to the provisions of any
state or federal insolvency or bankruptcy law and such petition shall not be withdrawn and the
proceedings dismissed within ninety (90) days after the filing of the petition, then, and in any of
such events, Landlord may terminate this Sublease by written notice to Tenant. If, as a matter of
law, Landlord has no right upon Tenant's bankruptcy to terminate this Sublease, then, if Tenant,
as debtor, or its trustee, wishes to assume or assign this Sublease, in addition to curing or
adequately assuring the cure of all Tenant's existing defaults under this Sublease as of the date of
filing of the proceeding (such assurances being defined below), Tenant, as debtor, or the trustee,
as assignee, must also furnish adequate assurances of future performance (as defined below) under
this Sublease. Adequate assurance of curing defaults means the posting with Landlord of a sum in
cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under
this Sublease means posting a deposit equal to three (3) months’ Rent, including all other charges
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
17
payable by Tenant under this Sublease, and in the case of an assignee, assuring Landlord that the
assignee is financially capable of assuming this Sublease. In reorganization under Chapter 11 of
the Bankruptcy Code, the debtor or trustee must assume this S ublease or assign it within one
hundred twenty (120) days from the filing of the proceeding, or the trustee shall be deemed to
have rejected and terminated this Sublease.
ARTICLE XIV - SURRENDER OF PREMISES, SUCCESSORS
Section 14.01 Surrender of Subleased Premises. On or before the expiration or earlier
termination of this Sublease, Tenant shall surrender to Landlord the Subleased Premises, Leased
Premises, and all of Tenant's alterations and fixtures in broom -clean condition, reasonable wear
and tear, damage from a casualty or condemnation, damage caused by Landlord or its employees,
agents or contractors, latent defects or violations of Applicable Law existing on the
Commencement Date, conditions which Landlord is requi red to repair; provided, however, in no
event shall Tenant be required to surrender the Subleased Premises or the Leased Premises in a
condition better than existing on the Commencement Date. 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 Premises and which
are in the nature of furniture, storage and display cases , counters shelves and racks, or those
alterations which Landlord required Tenant to remove as a condition of its granting consent thereto
as provided in Section 4.05. All other alterations and fixtures including, without limitation, those
in the nature of ventilating, air-conditioning, refrigeration, cooking, plumbing, sprinkling systems,
communication systems, outlets, partitions, doors, vaults, 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 and shall be responsible for
any damage to the Subleased Premises or Leased Premises caused by its employees or agents in
the process of removing the Tenant’s property and trade fixtures therefrom.
Section 14.02 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 one hundred fifty percent (150%) of
the monthly Rent herein specified, and on the terms and conditions herein specified.
Section 14.03 Successors. Except as otherwise set forth herein, all rights and liabilities
herein shall extend to and bind the several respective successors and permitted assigns of the
parties. No rights, however, shall inure to the benefit of any assignee of Tenant unless the
assignment to such assignee has been approved by Landlord in writing as provided in Section 8.01
hereof. In the event of any transfer or transfers of Landlord’s interest in the premises, the
transferor shall be automatically relie ved of any and all obligations and liabilities on the part of
Landlord accruing from and after the date of such transfer.
ARTICLE XV - QUIET ENJOYMENT
Section 15.01 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
Sublease, peaceably and quietly hold and enjoy the Subleased Premises. Landlord shall not be
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
18
liable to Tenant for any loss or damage that may be occasioned by the acts or omissions of third
persons, neighboring tenants or occupants of the OCIA, or any loss or damage resulting to Tenant
or its property from burst, stopped or leaking water, gas or sewer pipes, unless such loss or damage
results from the grossly negligent or willful acts or omissions of the Landlord, its agents or
employees.
Section 15.02 Liability of Landlord. Tenant hereby agrees that Landlord's liability in
connection with any default hereunder shall be limited to the proceeds of sale received upon
execution, following judgment, against the Subleased Premises and Leased Premises 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 Subleased Premises and Leased
Premises, or from the insurance proceeds, and condemnation awards, and Landlord and its agents,
employees and any other persons holding interests under or through Landlord shall not be liable
for any deficiency.
ARTICLE XVI - MISCELLANEOUS
Section 16.01 Personal Property Taxes and Assessments. Tenant shall pay before
delinquency all personal property taxes, assessments or other related charges levied, assessed or
charged during the Term against Tenant's leasehold interest, improvements or personal property
in the Subleased Premises. If any such amounts are levied against Landlord, Tenant, on demand,
shall reimburse Landlord for the amount of taxes so levied against Landlord. If any assessments,
special or otherwise, are levied against Landlo rd, Tenant, on demand, shall reimburse Landlord
for assessments so levied against Landlord.
Section 16.02 Force Majeure. 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, pandemic, restrictive governmental laws or
regulations, riots, insurrection, war on native soil or other reason of a like nature not the fault of
such party and beyond such party’s control, then the performance of such act shall be excused for
the period of the delay. The provisions of this Section 16.02 shall not operate to excuse Tenant
from the payment of Rent or any other payments when required by the terms of this Sublease. In
no event shall such event entitle Landlord to deny Tenant with access to or use of the Subleased
Premises or Leased Premises, unless required by Applicable Law. A party shall give prompt notice
of its claim of a force majeure event to the other party.
Section 16.03 Liens. In the event any mechanic's lien(s) shall be filed against the
Subleased Premises or Tenant's interest as a result of any work undertaken by or for Tenant,
Tenant shall, within thirty (30) days after receipt of notice, discharge such lien(s) by payment of
the indebtedness or by filing a bond (as provided by statute) as security therefore.
Section 16.04 Late Charges and Interest on Late Payments. If any amount due from Tenant
is not received by Landlord within five (5) 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; provided,
however, with respect to the first late payment in a calendar year, the late fee shall not be imposed
unless that late payment continues for more than seven (7) days after Tenant has received a written
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
19
notice of default from Landlord. In addition, any such amount which is not received by Landlord
within fourteen (14) days of when due shall bear interest at fifteen percent (15%) per annum (or
such lesser rate equal to the maximum interest rate then permi tted by law) from the date due until
received; provided, however, with respect to the first late payment in a calendar year, the interest
shall not be imposed unless that late payment continues for more than fourteen (14) days after
Tenant has received a written notice of default from Landlord.
Section 16.05 Waiver. The failure of Landlord to enforce its available rights and remedies
shall not be construed as a modification of this Sublease or as a waiver of Landlord's available
rights or remedies. No waiver by Landlord shall be effective unless in a writing execut ed by
Landlord. One or more waivers of any covenant or condition by Landlord shall not be construed
as a waiver of a subsequent breach of the same covenant.
Section 16.06 No Brokers. Each party agrees that they have dealt with each other in
connection with this Sublease and not through any real estate broker, investment banker, person,
firm or entity, who would by reason of such dealings be able to claim a real estate brokerage,
business opportunity brokerage, finder’s fee or other compensation as the procuring cause of this
Sublease. Each of the parties agrees to indemnify the other and hold the other harmless of and
from any and all loss, cost, damage, injury or expense arising out of, or in any way related to,
assertions, by any other person, firm or entity of a claim to real estate brokerage, business
opportunity brokerage or finder’s fee based on alleged contacts between the claiming party and
the indemnifying party which have resulted in allegedly providing a broker or finder with the right
to claim such commission or finder’s fee.
Section 16.07 Interpretation. This Sublease and the Exhibits attached set forth all the
covenants, promises, agreements, conditions and understandings between Landlord and Tenant
and supersedes all prior and contemporaneous agreements, understandings and negotiations. No
parol evidence of prior or contemporaneous agreements, understandings or negotiations shall
govern or be used to construe or modify this Sublease. Each party has participated in negotiating
and drafting this Sublease, so if an ambiguity or a question of intent or in terpretation arises, this
Sublease is to be construed as if the parties had drafted it jointly, as opposed to being construed
against a party because it was responsible for drafting one or more provisions of this Sublease. No
amendment or addition to this Sublease 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 the parties. Nothing contained herein shall be con strued to
limit the right of Landlord to rent any portion of the Subleased Premises or Leased Premises not
covered by this Sublease upon any terms or conditions whatever, and for any use or purpose
Landlord desires, or to grant privileges or immunities to other lessees not granted to Tenant.
Neither the delivery of this Sublease, 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 Subleased Premises
or Leased Premises, and this Sublease becomes effective only upon execution and delivery thereof
by Landlord and Tenant. Whenever herein the singular number is used, the same shall include the
plural; 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 Sublease. The parties intend that unless otherwise
specifically provided, whenever Landlord's consent or approval is expressly or impliedly required
by any provision of this Sublease, the consent or approval shall not be unreasonably withheld. If
any language is stricken or deleted from this Sublease, such language shall be deemed never to
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
20
have appeared herein and no other implication shall be drawn therefrom. The table of contents,
captions, article numbers and section numbers appearing in this Sublease are inserted only as a
matter of convenience and in no way define, limit, construe or de scribe the scope or intent of such
articles or sections. Tenant shall not record this Sublease or any other interest in the Subleased
Premises, the Leased Premises, or real property it is located within.
Section 16.08 Confidentiality. Landlord and Tenant agree to keep the terms of this
Sublease, or any other agreement with the Landlord, confidential and will not discuss or disclose
its contents or the substance of negotiations relating to this Sublease with any person, except for
Tenant’s attorneys, brokers, consultants, financial advisors and other professional advisors, agents,
and representatives who may review this Sublease with or on behalf of Tenant and any
governmental actor to which disclosure is n eedful or required. The foregoing notwithstanding,
Landlord and Tennant shall have the right to introduce this Sublease as evidence in any legal or
alternate dispute resolution proceeding for enforcement of its terms, or to produce it in response
to a lawful subpoena received by either party, provided that prompt notice of the receipt of said
subpoena is given to the other party.
Section 16.09 Execution of Sublease. If either party hereto is a partnership, limited
partnership, corporation, limited liability company, or other joint venture or association, the
individual(s) executing this Sublease 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 this Sublease, that the entity has lawful authority
to enter into this Sublease, and that the execution of this Sublease by such 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 16.10 Legal Costs. In the event of litigation, the court in such action shall award
to the party in whose favor a judgment is entered a reasonable sum as attorneys’ fees and costs,
which sum shall be paid by the losing party.
Section 16.11 Counterparts. This Sublease may be executed in two or more counterparts,
each of which shall be deemed an original, and all of which together shall be deemed one and the
same instrument. Delivery of an executed counterpart of this Sublease electronically or by telecopy
shall be equally as effective as delivery of an original executed counterpart.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
21
IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease as of the day
and year first above written.
LANDLORD:
EJB-OC, LLC
By: PTK LLC
Its: Manager
By: Earl D. Ishbia
Its: Manager
TENANT:
CORBIN AVIATION LLC
________________________________
By: Kyle Smokovitz
Its: President
APPROVED:
COUNTY OF OAKLAND
_______________________________
By:
Its:
Dated: _________________________
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
22
EXHIBIT A
LEGAL DESCRIPTION
Tax ID Number(s): 13-17-400-003, Part of 13-17-604-005
The land situated in the County of Oakland, Township of Waterford, State of Michigan, described
as follows: Part of the Southeast 1/4 of Section 17, Town 3 North, Range 9 East, Waterford
Township, Oakland County, Michigan, described as: Commending at the Southeast corner of said
Section 17; thence North 2 degrees 01 minutes 26 seconds West 863.08 feet along the East Section
line; thence South 87 degrees 28 minutes 03 seconds West 337.25 feet to a point on the Airport
Coordinate System No. 40; thence continuing South 87 degrees 28 minutes 03 seconds West
1000.00 feet to coordinate point No. 39; thence South 4 degrees 31 minutes 21 seconds West
370.48 feet; thence South 2 degrees 14 minutes 55 seconds East 60.0 feet to the point of beginning;
thence South 2 degrees 14 minutes 55 seconds East 308.43 feet; thence South 87 degrees 52
minutes 05 seconds West 257.65 feet; thence North 2 degrees 11 minutes 48 seconds West 304.97
feet; thence North 87 degrees 06 minutes 02 seconds East 257.40 feet to the point of beginning.
Containing approximately 78,973.86 square feet.
Commonly known as: 6320 Highland Road, Waterford, MI 48327
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
23
EXHIBIT B
RENT
Month
Per
Square
Foot Rate
Annualized
Rent* Monthly Rent Total
Term
1-12 $ 10.50 $ 347,886 $ 28,991
13-24 $ 11.00 $ 364,452 $ 30,371
25-36 $ 11.50 $ 381,018 $ 31,752 $ 1,093,356
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
24
EXHIBIT C
GROUND LEASE
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522
Docusign Envelope ID: 489FCEC4-A73F-426D-BBB5-894CF580B522