HomeMy WebLinkAboutResolutions - 1983.12.08 - 11455November 17th, 1983
Miscellaneous Resolution 83324
BY: P1.7.-.‘:C AND BUILDING CM1ITTEE - Anne M. Hobart, Chairperson
IN RE: OPTION AGREEMENT FOR MONTCALM ROAD EXTENSION; BETWEEN THE COUNTY OF
OAKLAND AND BERNICE GERSHENSON AND IRA JAFFE, TRUSTEES, AND AARON H.
-GEREW=PN, GRANTOR, AND WTNEMAN INVESTMENT COMPANY - PROPERTY
MANAG7iTTT DIVISION
TO THE OAKLAND COUNTY BOARD OF COT",:n7:7..IT.TERS
Mr. Chairperson, Ladies and Gentlemen:
WHEREAS the Property Management Division has negotiated an Option Agreement
for 16.76151 Acres to be used for the extension of Montcalm Road; and
WHEREAS the life Of this option is Ten (10) years at the option price
of One Dollar ($1.00) per year; and
WHEREAS the 16.76151 Acres is to be used solely for the extension of
Montcalm Road Right-cf-Way and for no other purpose.
NOW THEREFORE. BE IT RESOLVED that the future purchase price shall be
established by appraisal of said property at the time the County exercises its
option to purchase; the option is attached and made a part of this resolution.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners
hereby authorize its Chairperson to execute said option on behalf of the County of
Oakland.
Mr. Chairperson, on behalf of the Planning and Building Committee I hereby
move the adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
3.
OPTION AGR1EME
THIS OPTION AGREEMENT, made this day of October, 1983, by and
between BERNICE GERSHENSON and IRA J. JAFFE, as Trustee under Trust Agreement,
dated February 23, 1972, AARON H. GERSHENSON, Grantor, and WINEMAN INVE71 -1.7.7.
CO., a Michigan corporation, whose address is 31313 Northwestern Highway, Suite
201, Farmington Hills, Michigan 48018 (hereinafter referred to as "Seller"), and
THE COUNTY OF OAKLAND, a Michigan constitutional corporation, whose address is
1200 North Telegraph Road, Pontiac, Michigan 48053 (hereinafter referred to as
"Purchaser").
WITNESSETH
WHEREAS, Seller is the owner of a parcel of land in the Township of
Waterford, Oakland County, Michigan, as more particularly described on Exhibit
"A" hereto (hereinafter referred to as the "Property"); and
WHE77kS, Purchaser desires an option to purchase the Property for road
right-of-wn.y purposes for the east-west Montcalm Road Extension and Seller is
willing to grant such an option to Purchaser, all upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for Ten Dollars ($10.00) paid by Purchaser to Seller,
the receipt of which is hereby acknowledged, and in consideration for the mutual
covenants and agreements of the parties herein contained, the parties agree as
follows;
1. Seller hereby grants to Purchaser the option to purchase the
Property for right-of-way purposes for the east-west Montcalm Road Extension,
subject to encumbrances and restrictions of record and easements, if any, affect-
ing the Property, upon the terms and conditions set forth in this Option Agreement.
7 . The option shall be exercised, if at all, on or before October 31,
1993, by written notice either delivered personally or by certified mail, return
receipt requested, to Seller at 31313 Northwestern Highway, Suite 201, Farmington
Hills, Michigan 48018, or at such other address as shall from time to time be desig-
nated by Seller. If the option is not exercised as aforesaid, it shall be null and
void.
In the event Purchaser exercises the option in the time
and manner herein provided, Seller shall sell and Purchaser shall purchase the
Property. The closing of such purchase and sale shall be held within fifteen
(15) days after the later to occur of the delivery of the title insurance commit-
ment provided for in Paragraph 5 hereof and the determination of the purchase
price pursuant to Paragraph 4 hereof. The closing shall take place at the
office of First American Title Insurance Company of Mid-America in Troy,
fichigno, or such other place As the parties shall mutunllv agree.
(b) At closing Purchaser shall deliver to Seller the purchase
price determined in accordance with the provisions of Paragraph 4 hereof in cash
or by certified or cashiers check.
(c) At closing, Seller shall deliver to Purchaser the usual
Warranty Deed conveying marketable title in fee simple to the Property subject to
encumbrances and restrictions of record and easements, if any, affecting the
Property. Such Warranty Deed shall provide that the Property shall only be
used for right-of-way purposes for the east-west Montcalm Road Extension and for
no other purposes whatsoever, with a right of re-entry retained by Seller. In
addition, Seller shall retain easements for utilities over, across and under the
Property to service Seller's adjacent property; provided that such easements
shall not unreasonably interfere with the construction of the proposed roadway
upon the Property.
(d) Seller will pay all taxes and assessments which are a lien
against the Property as of the date of closing and current real estate taxes
shall be prorated as of the date of closing on the due date basis of the appro-
priate taxing authorities.
4. The purchase price shall be detelmined by three (3) M.A.I, real
estate appraisers, whose decision shall be final, One appraiser shall be appointed
by Seller, one appraiser shall be appointed by Purchaser, and the third appraiser
shall be appointed by the first two appraisers. If either the Seller or the Pur-
chaser shall fail to make its appointment within twenty (20) days after the exer-
cise of the option by Purchaser, the appraiser appointed by the party who has not
defaulted in making its appointment shall make such appointment on behalf of the
defaulting party. Within twenty (20) days after their appointments, the appraisers
shall make their decisions as to the fair market value of the Property in writing
and approved by the majority of the three appraisers. If the majority of the
three appraisers do not agree, then the determination of the third appraiser shall
govern and be binding upon the parties, Each of the narties shall pay the fees of
the appraiser appointed by it and one-half (1/2) of the fee of the third appraiser.
Any determination by the appraisers pursuant to this Paragraph 4 shall be enforce-
able in accordance with the statutes of the State of Michigan governing arbitration.
5. As soon as practical but not later than thirty (30) days after
exercise of the option, Seller shall procure and deliver to Purchaser evidence
of fee simple title to the Property subject to encumbrances and restrictions of
record and easements, if any, affecting the Property. Such eVidence of title
shall be in the foith of a commitment to issue a complete policy of title insur-
ance in the amount of the purchase price by First American Title Insurance Company
of lid-America and certified to a date subsequent to the date of the exercise
of the option. The policy of title insurance shall be issued to Purchaser at
closing. Purchaser's attorney shall have ten (10) days from the date he is fur-
nished with such commitment in which Co examine the same and satisfy himself as
to the marketability of title. In the event Purchaser's attorney shall note any
objections to the marketability of such title, Seller shall be notified thereof
and may cure such objections within sixty (60) days thereafter, However, if
such objections are not cured within said sixty (60) day period, Purchaser shall
have the right to (i) cancel and rescind the exercise of the option in full
termination of this Option Agreement, or (ii) to waive such objections thereto
and elect to proceed to acquire the Property and take title thereto subject to
such objections.
6. (a) In the event Seller shall during the term of the option
receive a bona fide offer to purchase the Property (or an offer to purchase a
larger parcel of which the Property forms a part), which the Seller desires to
accept, Seller shall require the offeror to make a written offer therefor,
Seller shall thereupon give Purchaser notice of such offer in the manner provided
in Paragraph 6(h) hereof and the Purchaser shall have the right to purchase the
Property at the price and upon the terms and conditions contained in the offer,
in lieu of its right to purchase the Property in accordance with Paragraph 3
hereof. If the offer covers additional property, the per acre price for the
larger parcel shall be the price per acre for the Property. Purchaser shall
exercise such right, if at all, within thirty (30) days after receipt of such
notice and if Purchaser fails to exercise such right within such thirty (30) day
period, upon the consummation of the sale of the Property to such third party,
all of Purchaser's rights under this Option Agreement and all of Purchaser's
rights in and to the Property shall be terminated.
(b) The notice sent under Paragraph 6(a) hereof shall set forth
all of the teims and conditions of the offer, be accompanied by an offer which
is by its terms irrevocable for a period of at least forty-five (45) days after
the receipt of such notice and offer by Purchaser, and be sent by registered mail
or certified mail, return receipt requested. Purchaser must accept the offer con-
tained therein, if at all, by a communication of acceptance sent by registered
mail or certified mail, return receipt requested,
(c) In the event Purchaser accepts such offer, the parties
shall proceed to close within the time and the manner provided in the offer.
7. During the term of the option:
(a) Seller shall not erect any permanent buildings upon the
Property and any ground level use of the Property by Seller shall be termi-
nated upon the closing of the sale of the Property to Purchaser; and
(b) Seller shall not grant any easements over the Property
which would unreasonably interfere with the construction of the proposed east-
West Montcalm Road Extension or if such easements would so unreasonably inter-
fere, such easements shall contain provisions for their termination upon the sale
of thc Property to Purchaser. Seller will give notice to Purchaser prior to
grnnting any such easements over the Property.
8. In the event Purchaser purchases the Property:
(a) Purchaser shall deliver to Seller at closing a program plan
for the construction of the east-west Montcalm Road Extension, including appro-
priate construction dates. Purchaser shall complete the east-west Montcalm Road
Extension within three (3) years after the closing; and
(b) The Property shall only be used for road right-of-way pur-
poses for the east-west Montcalm Road Extension, The east-west Montcalm Road
Extension shall not be a limited access highway and Seller shall have the right
of ingress and egress to the east-west Montcalm Road Extension by means of twelve
(12) curb cuts thereto, as well as appropriate median cuts, in locations desig-
nated by Purchaser and approved by Seller at or prior to closing.
9. Notwithstanding anything herein contained to the contrary, if at
any time during the term of the option Purchaser makes a final determination that
the proposed right-of-way for the east-west Montcalm Road Extension will not be
constructed over the Property, Purchaser shall within thirty (30) days thereafter
notify Seller in writing and thereupon the option and this Option Agreement
shall be cancelled and be of no further force or effect, Purchaser shall have
the right to cancel the option and this Option Agreement at any time during the
term hereof by written notice to Seller.
10. Each of the parties represents and warrants to the other that they
have not engaged any brokers or real estate agents in connection with the purchase
and sale of the Property. Purchaser and Seller shall each indemnify and hold the
other harmless from any claims for commissions by any brokers or real estate agents
which claim to have represented it,
11. (a) This Option Agreement shall be binding upon and inure to
the benefit of the respective parties hereto and their successors, successors-in-
interest and assigns,
(b) All notices hereunder shall be personally delivered or sent
by registered or certified mail, return receipt requested, to the parties at the
addresses set forth on Page 1 hereof or at such other address as either party
shall notify the other.
Betnice Gershenson and Ira J. Jaffe are entering into
this Option Agreement solely as Trustees of the Aaron H. Gershenson Trust estab-
lished under Trust Agreement, dated February 28, 1972, and their obligations under
this Option Agreement shall be limited to the assets of said Trust.
11 e . This Option Agreement contains the entire understandings of the
parties hereto with respect to the option and all other matters herein provided.
(c )
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above written.
WITNESSED:
BERNICE GERSHENSON, not individually but
as Co-Trustee under Trust Agreement,
dated February 28, 1972
IRA J. JAFFE, not individually but as Co-
Trustee under Trust Agreement, dated
February 28, 1972
WT•AM INVESTMENT CO.,
a Michigan corporation
Its
"SELLER"
THE COUNTY OF OAKLAND,
a Michigan constitutional corporation
, By
Its
"PURCHASER"
STATE OF MICHIGAN )
) SS.
COUNTY OF OAKLAND )
On this day of , 1983, before me personally
appeared 3e' cc Gershenson to me known to be the person described in and who
executed the foregoing instrument and acknowledged before me that she executed
the same as her free act and deed.
Notary Public
My Commission Expires:
-5-
STATE OF MICHIGAN )
) SS,
COUNTY OF WAYNE
On this day of
appeared
swon, did say that he is the
, 1983, before me personally
to me known, who, being by me duly
of Wineman Investment Co.,
STATE OF MICHIGAN )
) SS.
COUNTY OF WAYNE
On this day of , 1983, before me personally
appeared Ira J.—TaTfe—to me known to be the person described in and who executed
the foregoing instrument and acknowledged before me that he executed the same as
his free act and deed.
Notary Public
My Commission Expires:
the corporation named in and which executed the within instrument and that said
instrument was signed and sealed in behalf of said corporation by "uhority of
its Board of Directors; and said . acowledged before
me said instrument to be the free act and deed- of said corporation.
Notary Public
My Commission Expires:
STATE OF MICHIGAN )
) SS.
COUNTY OF OAKLAND )
On this
appeared
did say that he is the
day of , 1953, before me personally
to me known, who, being by me duly sworn,
of The County of Oakland,
a Michigan constitutional corporation, the corporation named in and which exe-
cuted the within instrument and said acknowledged
before me said instrument to be the free act and deed of said corporation,
Notary Pub]ic
My Commission Expires:
DESMIPTION of the PPOPOSED
L;ooritcalm EzIonAion
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LEGAL DESCRIPTION
All that part of the Southeast 1/4 of Section 24, T. 3 N.,
R. 9 E., Vaterford Township, Oahland County, Lichirao,
described us: J1c2inning at the South 1/4 corner of said
Section 24; thence along the North and South 1/4 line of
said Section 24, rnrth 0 -10'00" vest 204,60 feet: thence
along a line parallel to the South line of said Section 24,
South S9511'03" :IA5t 2561.h0 feet; thtnco along the East
line of Section 24 being also the centerline of Telegraph
Road, 100 feet vide, South 0 -2431" nest :104,01 foci;
thence along tho South line of said Section 24,
North 89 -53'00" rcat 1130,52 feet; thence
North 0'02'00" E.znt 150.00 feet; thence
North 39 -58'00" rest 195.00 feet; thence
South 0 -02'00" West 150.00 fest: thence along the South line
of said Section 24, North SO 5503" Vest 1206 713 feet to
tho point of Uol31nning, containing 11.79541 acres of land
and subject to the rights of tho public and of any
governmental agency over that part of the existing right
of vaT in TelegraPh Road and also subject to easonents of
record.
PARCO... II
All that part of tbo Southwest 1/4 of Section 24, T. 3 N.,
11, 9 5., 'Waterford Township, Oakland County, VAchlgan,
deecrihed ae: /:nginning on the 20uto lino of Section 24,
At a point distant, North R9 55 -00" rest 264.00 feet
along the South section 110o Iron the South 1/4 corner of
eald Section 24; thence cont1ou1ng along 1.1,0 South line
of 4.41d 5octi6n :;orth 311 5500" Uoat 10),96 feet;
ThOpCo alohg thu Laeterly line of -5111:ZRVI5C,1'5 Pi.A7 NO,
an recorded in LiU7.7 SO , Page 7 of plats, 0.7.Kland County
Records, North 0 -3105" vent 204.01 feet; thence along A
11n0 parallel to tho South hue of g..aid Section 24,
South 89 -53•00" 1060.t;6 tett; thence
South 0 -16'00" Riot 204.00 feet to the point of
begivninF,, containing 4,90610 acres of land and subject
to eaeoconta of record.
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#83324 November 17, 1983
Moved by Hobart supported by Perinoff the resolution be adopted.
The Chairperson referred the resolution to the Finance Committee.
There were no objections.
FISCAL NOTE
BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON
IN RE: MISCELLANEOUS RESOLUTION #83324 - OPTION AGREEMENT FOR MONTCALM
ROAD EXTENSION: BETWEEN THE COUNTY OF OAKLAND AND BERNICE GERSHENSON
AND IRA JAFFEE, TRUSTEES, AND AARON A. GERSHENSON, GRANTOR, AND WINE-
MAN INVESTMENT COMPANY - PROPERTY MANAGEMENT DIVISION
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Mr. Chairperson, Ladies and Gentlemen
Pursuant to Rule XI-C of this Board, the Finance Committee has reviewed
Miscellaneous Resolution #83324 and finds no further action necessary at this
time. However, in the event the County wishes to exercise its option to pur-
chase said property as outlined in said agreement, said proposal shall be
presented to the Planning and Building Committee prior to finalization of said
purchase.
FINANCE COMMITTEE
#83324 December 8, 1983
day of December 19 83_
ALLEN
County Clerk/Register of Deeds
Moved by Hobart supported by Aaron the resolution, with Fiscal Note
attached, be adopted.
AYES: R. Kuhn, S. Kuhn, Lanni, Law, McConnell, McDonald, McPherson,
Moffitt, Moore, Nelson, Olsen, Page, Perinoff, Pernick, Price, Rewold, Wilcox,
Aaron, Caddell, Calandra, Doyon, Foley, Fortino, Gosling, Hobart, Jackson. (26)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution, with Fiscal
Note attached, 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
Aiscell.a.4444.04 the 0,1141.arui County Rop,rd of
Commissioners at their meeting held on December 8 7 1983
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 8th_