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HomeMy WebLinkAboutResolutions - 1985.12.12 - 11325N.'"-.=:.cellaneous Resolution # r;5366 December 12, 198) BY: FINANCE COMMITTEE - C. WILLIAM cAr)LJ, cHATRpERsoN IN RE; DEPY?!M•NT CF .:IP.TATTON COUNSEL, REAL ESTATE SECTION - ACCEPTANCE OF REAL PROPERTY IN FERNDALE AS GIFT - BUSINESS INCUBATOR TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Ccrtlemon: WHEREAS Ac HE of lq84, the "Michigan Business Incubator Act", or for the establishment of business incubator centers; and WHEREAS the County of Oakland's Economic Development group, thi• Community Growth Alliance, has applied for a state grant for the establishment of a business incubator center; and WHEREAS the Ethyl Corporation is the owner of a parcel of real property in the City of Ferndale (descripticn in At "A") which consists of anproximately 33.75 acres with cih2.aon IlS) vacant buildings; and WHEREAS the Ethyl Corporation has proposed to deed said property to the County of Oakland as a gift, provided: The county accept said property. "as and, further, that the county ccpr: said property and receive title prior to December 31, 10V); acJ, WHEREAS the Oakland. County Community Growth Alliance has reviewed and recommends acceptance of this gift for purposes of establishing a business ineubcto,- facility; and the estimated value of said parcel is estimated t 1D-r••..; $600,000 for the 1:ind and $2.5 million including buildings; and WHEREAS to maintain the value of said buildings, it is necessary to provide utilities, security and minimal maintenance at an estimated cost of 5110,000 for six 16 m C H per the at schedule; and WHEREAS the closing cost associated with said property is estimated at $15,000; and WHEREAS the County Executive recommends the acceptance of this parcel of property as a ift from Ethyl Corporation, part of which is to be used as a business incubator center. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of f•imais-ioners accept the gift of real property from the Ethyl Corporation as a described in Attacr-o:t -A", ,.oet to a favorable environmental review by the Oakland County Health Division, and directs the County Executive to negotiate vu to and review all relevant documentation from Ethyl Corporation, l!Peludihg docament, -eleydnr liability resulting from contaminenrs, and to effect said transfer of Property nrior to December I055. the HEREBY APPROVE THE FOREGONG RESO BE IT FURTHER RESOLVER th•, --HU ,ng County Board of Commisgionors dppropriate $125,000 to cover necessry accuisition cost. BE IT FURTHER RESOLVED the Fi rrmitee he advi5ed monthly as to id expenditures. Mr. ChairRergon, on behaIf of the Finance Committee, I move the adoption of the foregoing resolution. FINANCE COMITTEE 12th day of D ecciber 19 85 VANA,...,ALLEN 85366 Moved by Caddell supported by Webb the resolution be adopted. Moved by Pernick supported by Fortino the resolution be amended by stating that the site testing requirements as proposed by the Oakland County Health Department be conducted and the absence of any public health hazards insured prior to acceptance of the gift. 1) Resistivity testing of open area and wood to the North of this site along with a magnetometer test which would be advisable prior to any sub-soil excavating or sub-soil boring,-21samples from the monitoring wells be tested' for lead, volatile, non-very technical terms, hydro-carbons, alcohols, 3)- _sub-soil samples of the sands under the tank farms which have been exhumed and removed from the site, need to be tested for how much of the same chemicals as for water samples. A strict safety plan will need to be developed for the operation, and 4), the internal building plumbing needs would be identified and sorted, to separate all lines according to the fluids or gases contained within them, i.e. the color coding and labeling. Discussion followed. The Chairperson requested that Oscar Boyea of the Health Department address - the Board and answer any questions regarding testing. •,-: Mr. Boyea addressed the Board. Vote on Mr. Pernick's amendment: A sufficient majority having voted therefor, tha amendment carried. Moved by Olsen supported by Fortino the resolution be amended in the NOW THEREFORE BE IT RESOLVED paragraph, 5th line following "Ethyl Corporation, including documents", .strike the words "relativeYto" and inert "that will protect the County from". A sufficient majority not having voted therefor, the amendment failed. Moved by Rewold supported by Hobait the Board postpone action until later in the meeting so the commissioners will have time to peruse the Agreement for Donation of Property. AYES: Page, Rewold, Skarritt, Webb, Wilcox, Caddell, Doyon, Fortino, Gosling, Hobart, R. Kuhn, S. Kuhn, McConnell. (13) NAYS: McDonald, McPherson, Moffitt, Moore, Nelson, Olsen, Perinoff, Price, Calandrc Lanni, Law. (11) A sufficient majority having voted therefor, the motion carried. Moved by Olsen supported by Doyon the resolution-be amended by deleting the words "repaired and operated". - A sufficient majority having voted therefor, the amendment carried. Vote on resolution as amended: AYES: Pernick, Price, Skarritt, Webb, Wilcox, _Caddell, Calandro, Doyon, R. Kuhn, S. Kuhn, Lanni, Law, McConnell, McDonald, McPherson, Moore, -Nelson, Olsen, Page. (19) NAYS: Perinoff, Fortino, Gosling, Hobart. (4) A sufficient majority having voted therefor, the resolution, as amended, was adopted. STATE OF MICHIGAN) ) COUNTY OF OAKLAND) I, Lynn D. Allen, Clerk of the County of Oakland and having a seal, do hereby certify that I have compared the annexed copy of Miscellaneous Resolution adopted by the Oakland County Board of Commissioners at their meeting held on December 12, 1985. with the orginial record thereof now remaining in my office, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County at Pontiac, Michigan this EXHIBIT "A" Description of Ferndale Property 1. Description as used on tax bills Part of the W A of the SE of Sec , 1 N. R 11 E, containing 24.65 acres net, more or less, further described as: Beginning at a point on the center line of Pinecrest Drive, being the W line of Sherborne Park Subdn., and 171 ft. N'ly from the S line of said Sec. 33; thence S 88 0 44'40" W and parallel with the S line of said section 792 ft. to a point; thence N 1 0 29' W and parallel with the center line of Pine- crest Drive 750 ft. to a point; thence S 88°44'40" W 449.29 ft. more or less to a point on the Ely line of Detroyal Park Subdn.; thence N 2 °03'35" W along the Ely line of said subdn. 417.06 ft. more or less to a point; thence N 88°44'40" E 1245.48 ft. more or less to the center line of Pinecrest Drive; thence S 1°29' E along said center line 1167.02 ft. to the point of beginning. 2. Legal description Situate and being in the City of Ferndale, County of Oakland and State of Michigan, described as follows, to-wit: Part of the west 1/2 of the southeast 1/4 of section 33, T.1 N., R.11 E., situated at the northwesterly corner of the northerly line of Eight Mile Road extended and the center line of Pinecrest Drive (Ridge Road), 65.00 feet wide. Beginning at the southwest corner of the southeast 1/4 of section 33, T.1 N., R.11 E.; thence N. 2 0 03' 35" W, along the north and south 1/4 line of said section 33, 171.00 feet to a point on the northerly line of Eight Mile Road as widened to 204.00 feet; thence along said northerly road line on a course N. 88° 44' 40" E. 441.75 feet to a point, the last mentioned point being one of the southwesterly corners, and the place of beginning, of the parcel herein intended to be described; thence N. 1 0 29' W. on a line 792.00 feet westerly of (measured at right angles) and parallel to the center line of Pinecrest Drive (Ridge Road) 750.00 feet to a point; thence S 88 0 44' 40" W. 449.29 feet to a point on the westerly limits of the City of Ferndale and upon the easterly boundary line of Detroyal Park subdivision, as recorded in Liber 13 of Plats on page 15, Oakland County Records; thence along said westerly limits and said easterly boundary line on .a course N. 2 0 03' 35" W. 417.06 feet to a point; thence N. 88° 44' 40" E. 1245.48 feet to a point in the center line of Pinecrest Drive (Ridge Road), which is 66.00 feet wide; thence along the center line of Pine- crest Drive on a course S. 1 0 29' E. 1167.02 feet to a point on an easterly prolongation of the northerly line of Eight Mile Road; thence along said easterly prolongation and along the northerly line of Eight Mile Road on a course S. 88 0 44' 40" W. 792.00 feet to the place of beginning. -- and -- EXHIBIT "A" (Continued) A parcel of land being a part of the West 1/2 of the Southeast 1/4 of Section 33, Town 1 North, Range 11 East, City of Ferndale, Oakland County, Michigan, more particu- larly described as: Beginning at a point in the center line of Pinecrest Drive (66 feet wide) said point being North 10 29' West 1,338.02 feet, measured along the center line of Pinecrest Drive, from the South line of said Section 33; thence North 1 ° 29' West, along the center line of Pinecrest Drive, 324.11 feet to a point; thence South 88° 44' 40" West, parallel to the South line of said Section 33, 1,248.74 feet to a point on the East line of Detroyal Park Subdivision of part of Section 33, Town 1 North, Range 11 East, according to the plat thereof as recorded in Liber 13 of Plats, on page 15, Oakland County Records; thence South 2° 03' 35" East, along the East line of said Detroyal Park Subdivision, 324.14 feet to a point; thence North 88° 44' 40" East, parallel to the South line of said Section 33, 1,245.48 feet to the point of beginning, con- taining 9.2791 acres of land, more or less. ASSUMPTIONS Used In CASH FLOW PROJECTIONS 1. All costs and income based on operating the main building complex of 117,000 ft 2 . 2. All costs are at 100% from day one of operation, including: All personnel are hired the first day All buildings are fully heated 3. Occupancy rates are conservatively based on experience at own and other incubators. 4. Building Management & Operating Personnel Building Manager Admin. Assistant Boiler Operator & Maint. Person General Maint. Person $40,000 / yr 17,000 / yr 30,000 / yr 25,000 / yr Sub Total $112,000 Fringe Benefits e 25% 28,000 • Total Personnel costs increased at 10% per year 5. Utility Costs & Maintenance $140,000 $160,000 Gas, Electric & Water (Based on Ethyl Corp. actual experience) Reserve for Manitenance $110,000 $ 50,000 Increases budgeted @ 7.5% 2nd year, 10% 3rd year 6. Janitorial Costs based on $.50 / ft 2 / yr for occupied space 7. Loan Repayment based on repaying amount borrowed over a ten year period, in equal installments, beginning the second year of operation. 8. Telephones & Equipment - based on phasing in a 50 line system with central switchboard: over a one year period. REPORT TO THE FINANCE COMMITTEE By: Planning and Building Committee--Anne M. Hobart, Chairperson In Re: DEPARTMENT OF CORPORATION COUNSEL, REAL ESTATE SECTION-- ACCEPTANCE OF REAL PROPERTY IN FERNDALE AS GIFT-- BUSINESS INCUBATOR Mr. Chairperson, Ladies, and Gentlemen: The Planning and Building Committee has reviewed the proposed acceptance of real property in Ferndale as a gift for purposes of establishing a business incubator facility and recommends that the Finance Committee approve the acceptance of this property as a gift. Mr. Chairperson, on behalf of the Planning and Building Committee, I submit the foregoing report. Planning and Building Committee December 5, 1985 REPORT TO: Finance Committee BY: Public Services Committee - James E. Lanni, Chairperson IN RE: Department of Corporation Counsel, Real Estate Section - Acceptance of Real Property in Ferndale as Gift - Business Incubator TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: The Public Services Committee, having reviewed this resolution, reports with the recommendation that it has given conceptual approval of the incubator center in Ferndale. Further, the Public Services Committee has requested that quarterly reports be submitted by the Community Board and the Economic Development Group. Mr. Chairperson, on behalf of the Public Services Committee, I submit the foregoing report. PUBLIC SERVICES COMMITTEE AGREEMENT FOR DONATION OF PROPERTY THIS AGREEMENT, made this day of , 1935, by and between OAKLAND COUNTY ECONOMIC DEVELOPMENT GROUP, whose address is c/o Oakland County, 1200 North Telegraph Road, Pontiac, Michigan 48052, .(hereinafter referred to as "Donee"), and ETHYL CORPORATION, a Virginia corporation, whose address is 330 South Fourth Street, Richmond, Virginia 23219 (hereinafter referred to as "Ethyl"). WITNESSETH:, • For and in consideration of the donation of the property contemplated hereby, and for and in consideration of the covenants hereinafter contained; IT IS AGREED AS FOLLOWS: 1. Property. Ethyl agrees to donate and Donee agrees to accept approximately thirty-four (34) acres more or less of prop- erty improved with eighteen (18) buildings totalling approximately one hundred sixty-five (165,000) square feet located in the City , of Ferndale, Oakland County, Michigan, and more particularly described on Exhibit "A" attached hereto and made a part hereof (the 'Premises") and commonly known as 1600 West Eight Mile Road, Ferndale, Michigan. A current boundary survey and related title information are also attached and constitute part of Exhibit "A". 2. Terms and Conditions of the Donation. The terms and conditions contemplated hereby shall be as follows: A. The Premises will be donated on an "AS IS" basis, ' without any representation or warranty either express or implied, as to the land or improvements, all warranties being hereby ex- pressly disclaimed. Donee shall make and solely rely on its own inspection of the Premises. B. This donation shall be approved and the Premises shall be accepted by the Oakland County Board of Commissioners, which shall be evidenced and confirmed by the recording of the Deed of Gift. .3. .Conveyance. Ethyl shall convey title to Donee by a good and sufficient Deed of Gift subject to utility easements and other easements serving the Premises, and to such other re- strictions and encumbrances of record that are set forth in the - title information _included in Exhibit "A". 4. Taxes and Assessments. All taxes and assessments, if any, which have become a lien upon the Premises on or before December 31, 1985 shall be paid by Ethyl, provided, however, all future taxes and assessments and current assessment installments not then due and payable shall be the responsibility of and be paid by Donee, if any. . It is the understanding and intention of the parties that Ethyl is responsible for taxes for its ownership and occupancy of the Premies up to and through December 31, 1985 only, - and the parties acknowledge that such taxes have_been paid. Ethyl retains the right to any and all refunds or credits for -payments of and/or reductions in taxes applicable or related to ownership prior to December 31, 1985, but shall not be responsible for any increases based upon the transfer of the Premises or otherwise im- posed after December 31, 1985. Ethyl and Donee shall cooperate with each other concerning such tax matters, and Donnee shall pay over to Ethyl any refund due Ethyl that Donee may receive payment or benefit of promptly upon receipt thereof, and this obligation shall survive Closing. 5. Right to Enter Premises for Examination and Possession. During the period of this Agreement, extending through December 31, 1985, Donee or its assignee or agent shall have the right to enter upon the Premises to make inspections of the improvements on the Premises and, if necessary, to take test borings, soil bearing tests, and to do other work necessary to determine the suitability and condition of the land. Said inspections and/or work shall be conducted in a reasonable, workmanlike manner, all at the sole cost and expense of Donee and any damage to the Premises shall be promptly repaired by Donee and the Premises returned to a con- dition equal to or better than that which existed prior to any work having been performed. Any such entry, inspection or other , activity on or concerning the Premises shall be at the sole risk of Doneeand Donee shall indemnify Seller with respect thereto The obligations and indemnity hereunder shall survive the transfer and conveyance and any cancellation or termination hereof. 6. Covenants. Ethyl and Donee, respectively as hereinafter provided, each hereby covenants and agrees that the following are true as of the date hereof and will be true as of the transfer and conveyance on December 31, 1985. A. CONDEMNATION AND ASSESSMENTS. That Seller has re- ceived no notice and has no knowledge of any condemnation, or regular or special assessment or proceedings concerning same, affecting either the whole or any part of the Premises B. OTHER AGREEMENTS. Ethyl has not entered into any other Agreement of Sale for the Premises or the personal property, equipment and fixtures except as provided in subparagraphs C and D. C. EQUIPMENT AND FIXTURES. Ethyl shall have the right to remove from the Premises certain personal property des- cribed as two (2) dynamometers, two (2) lathes and a milling machine which Ethyl has committed to sell to others and may be re- moved by others. Donee shall accept all other property on the • Premises, "AS IS" and "WHERE IS", without warranty of any kind or description, and with Donee assuming all risk and responsibility and indemnifying and holding harmless Ethyl with respect thereto from and after the transfer and conveyance of the Premises. Donee shall obtain, maintain and provide to Ethyl for the benefit of but at no cost to Ethyl such insurance with such carriers and providing such coverages and other provisions as may be recuested by and satisfactory to Ethyl in.this regard, in the amount of $.10,000,000.00. In addition, Donee agrees that any laboratory, engineering or other research equipment and fixtures shall not be repaired, operated, sold or otherwise disposed of except as scrap without the express written approval of Ethyl, but Ethyl shall not unreasonably withhold approval of use by or disposition to a major, responsible automotive or research concern such as the domestie automobile manufacturers located in the Detroit area (i.e., Chrysler, Ford or General Motors) and in connection with which such conerns provide indemnification and insurance satisfac- tory to Ethyl- - 3 - D. EXPIRED CONTRACT. Ethyl also previously entered into a Purchase Agreement With respect to the Premises with ARCO Construction Company, dated July 1, 1985, hut such agreement has expired. E. ENVIRONMENTAL ASPECTS. Ethyl shall provide Donee or its designated agent with copies, at no cost, of the environ- mental files and materials of Ethyl concerning the Premises. Ethyl agrees to cooperate fully in disclosing all environmental information reasonably available to Ethyl and requested by Donee for Donee or its designated agent to evaluate the environmental impact and status of the Premises as a result of use of the Pre- mises by Ethyl during its occupancy. Ethyl .shall also, at its -:1 sole cost and expense, remove from the Premises and dispose of the . transformers and capacitors (approximately 11) containing PCB, which transformers have been taken out of service from and are presently being stored at the Premises, and all of the barrels or drums (approximately 53) of chemical materials, which containers are located in above ground storage areas on the Premises. The parties hereby acknowledge and agree that this is the only obli- gation and responsibility of Ethyl with respect to the Premises, and Donee shall satisfy itself concerning the condition of the Premises and assumes all obligations and liabilities concerning the condition or use of the Premises from and after the transfer and conveyance and shall indemnify Ethyl with respect thereto. 7. Written Notice. Any written notice or other writing provided for in this Agreement, and all letters or communications pursuant hereto, shall be deemed to be delivered, when delivered personally or by registered mail, return receipt requested, with postae fully prepaid, to the parties hereto at the following addresses: Ethyl. Corporation 330 South Fourth Street Richmond, Virginia 23219 Att: Mr. E. A, Weir Oakland County Economic Development Group c/o Oakland County 1200 North Telegraph Rd. Pontiac, Michigan 48052 Att: n••nn 4 8. Transfer. Transfer and conveyance of the Premises shall take place on or effective no later than December 31, 1985. The transfer shall be held at such place, and on such date and at such - time as the parties shall determine in accordance with the pro- visions hereof. 9. Possession. Possession of the Premises shall be delivered to Donee at and upon transfer and conveyance, free and clear of any possessary interests of any other parties, and be accepted by Donee ' "AS IS". 10. Binding Effect. This Agreement shall inure to the bene- fit of and bind the parties hereto and their successors and assigns. 11. Time is of the Essence. Time is of the essence of this Agreement and all performance hereunder. 12. Entire Agreement. This Agreement contains the entire 7 -agreement between Ethyl and Donee; it is the complete and exclusive ' expression thereof; and there are no other terms, conditions, promises, understandings, statements or representations, expressed or implied, concerning this Agreement, the Premises or transfer and conveyance thereof. 13. Counterparts. This Agreement may be executed in several counterparts and all executed counterparts shall constitute one '(1) Agreement binding on all the parties even though all the parties are not signatory to the original or the same counterpart. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. n•n IN THE PRESENCE OF: ETHYL CORPORATION, a Virginia corporation By: Its: OAKLAND COUNTY ECONOMIC DEVELOPMENT GROUP By: Its: efti 5 ExnTrIT,f "A" Description of Ferndale Property 1. Description as used on tax bills • Part of the W Of the SE i of Sec. 33, T 1 N. R 11 E, containing 24.65 acres net, more or less, further described as: Beginning at a point on the center line of Pinecrest Drive, being the W line of Sherborne Park Subdn., and 171 ft. N'ly from the S line of said Sec. 33; thence S 88 °44'40" W and parallel with the S line of said section 792 ft. to a point; thence N 1 0 29' W and parallel with the center line of Pine- crest Drive 750 ft. to a point; thence S 88°44'40" W 449.29 ft. more or less to a point on the Ely line of Detroyal Park Subdn.; thence N 2°03'35" V along the E'ly line of said subdn. 417.06 ft. more or less to a point; thence N 88°44'40" E 1245.48 ft. more or less to the center line of Pinecrest Drive; thence S 1029' E along said center line 1167.02 ft. to the point of beginning. 2. Legal description Situate and being in the City of Ferndale, County of Oakland and State of Michigan, described as follows, to-wit: Part of the west 1/2 of the southeast 1/4 of section 33, T.1 N., R.li E., situated at the northwesterly corner of the northerly line of Eight Mile Road extended and the center line of Pinecrest Drive (Ridge Road),. 66.00 feet wide. Beginning at the southwest corner.of the southeast 1/4 of section 33, T.1 N., R.11 E.; thence N. 2° 03' 35" W, along the north and south 1/4 line of said section 22, 171.00 feet to a point on the northerly line of Eight Mile Road as widened to 204.00 feet; thence 'along said northerly road line on a course N. 88 ° 44' 40" E. 441.75 feet to a point, the last mentioned point being one of the southwesterly corners, and the place of beginning, of the parcel herein intended to be described; thence N. 1 0 29' W, on a line 792.00 feet westerly of (measured at right angles) and parallel to the center line of Pinecrest Drive (Ridge Road) 750.00 feet to a point; thence S 88 0 44' 40" W. 449.29 feet to a point on the westerly limits of the City of Ferndale and upon the easterly boundary line of Detroyal Park subdivision, as recorded in Liber 13 of Plats on page 15, Oakland County Records; thence along said westerly limits and said easterly boundary line on .a course N. 2 0 03' 35'' W. 417.06 feet to a point; thence N. 88° 44' 40" E. 1245.48 feet to a point in the center line of Pinecrest Drive (Ridge Road), which is 66.00 feet wide; thence along the center line of Pine- crest Drive on a course S. 10 29' E. 1167.02 feet to a point on an easterly prolongation of the northerly -line of Eight Mile Road; thence along said easterly prolongation and along the northerly line of Eight Mile Road on n course S. 88 0 44' 40" W. 792.00 feet to the place of beginning. -- and -- EXHIBIT "A" (r'ont-inuecl) A parcel of land being a part of the West 1/2 of the Southeast 1/4 of Section 33, Town 1 North, Range 11 East, City of Ferndale, Oakland County, Michigan, more particu- larly described as: Beginning at a point in the center line of Pinecrest Drive (66 feet wide) said point being North 10 29' West -1,338.02 feet, measured along the center line of Pinecrest Drive, from the South line of said Section 33; thence North *1 0 29' West, along the center line of Pinecrest Drive, 324.11 feet to a point; thence South 88 0 44' 40" West, parallel to the South line of said Section 33, 1,248 ..74 feet to a point on the East line of Detroyal'Park Subdivision of part of Section 33, Town 1 North; Range 11 East, accordingto the plat thereof as recorded in Liber 13 of Plats, on page 15, Oakland County Records; thence South 2° 03' 35" East, along the East line of said Detroyal Park Subdivision, 324.14 feet to •2, point; thence North 88° 44' 40" East, parallel to the South line of said -' Section 33, 1,245.48 feet to the point of beginning, con- taining 9.2791 acres of land, more or less.