HomeMy WebLinkAboutResolutions - 2011.04.21 - 18211PLANNING AND BUILDING C
PLANNING & BUILDING COMMITTEE VOTE:
AYES: Weipert, Gosselin, Runesta, Crawford, Nuccio, Potts (6)
NAYS: Nash, Jackson, Woodward, McGillivray (4)
MITTEE
MISCELLANEOUS RESOLUTION #1_1077 April 21, 2011
BY: Planning and Building Committee, David Potts, Chairperson
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - APPROVAL AND ACCEPTANCE OF
PURCHASE AGREEMENT FOR SALE OF WEST OAKLAND BUILDING, 1010 E. WEST MAPLE
ROAD, WALLED LAKE, MICHIGAN
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, Oakland County has owned the West Oakland Office Building located at 1010 E.
West Maple Road, Walled Lake, Michigan since 1980; and
WHEREAS, county administrative staff has determined that all services presently provided at the
West Oakland Office Building can be more efficiently and more cost effectively provided from other county
facilities; and
WHEREAS, it is the recommendation of the Department of Facilities Management that the
Oakland County Board of Commissioners accept and approve the terms and conditions of the attached
Purchase Agreement; and
WHEREAS, under the terms and conditions of the attached Purchase Agreement AGREE
DEVELOPMENT, LLC of Farmington Hills would pay the County of Oakland the sum of $675,000 via a
cash sale for the purchase of the West Oakland Office Building property. The sale of the property is
conditioned upon acceptance of the purchase agreement by the Oakland County Board of
Commissioners and upon the purchaser performing typical due diligence investigations of the property;
and
WHEREAS, the Departments of Facilities Management and Corporation Counsel have reviewed
and/or prepared all necessary documents related to the attached Purchase Agreement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and authorizes the attached Purchase Agreement for the sale of the West Oakland Office Building
property to AGREE DEVELOPMENT, LLC.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its
Chairperson or his designee to execute the attached Purchase Agreement and all other related documents
between the County of Oakland and AGREE DEVELOPMENT, LLC as may be required.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
Motion carried on a roll call vote.
MOTION FOR DIRECT REFERRAL TO FINANCE COMMITTEE:
Motion carried unanimously on a roll call vote.
Memo
To: Board of Commissioners
From: Art Holdsworth, Director— Facilities Management, Oakland County, MI
4/5/2011
Re: Sale of West Oakland Office Building
The West Oakland Office Building (WOOB) primarily houses Circuit Court and
Health & Human Services operations at present. The County was approached last
year by a party representing the MacDonald's Corporation which is interested in
purchasing the VVOOB property and relocating their Walled Lake restaurant. The
current offer on the table from Agree Realty is for $675,000. Facilities Management
secured two appraisals for the property, ranging from $500,000 to $760,000.
If WOOB is sold, the County would save $135,000 / year in maintenance and utility
costs, and expend up to $500,000 to relocate staff and an IT hub. Thus, the
transaction would net out to $310K in the first year to the County's benefit. What's
more, several capital improvement needs would be avoided in the coming years,
including:
• Boiler. VVOOB's is one of the oldest in service and will likely need to be
replaced within the next five years at an estimated cost of $150,000 to
$175,000.
• Chiller. This will also likely need to be replaced within the next five years
at an estimated cost of $50,000 to $60,000.
• Parking lot. The current asphalt is 16 years old and has had only crack
sealing and minor repairs performed since installation. This will need to be
replaced within the next five to ten years at an estimated cost of $250.000
to $300,000.
Just the above CIP needs alone total over half a million dollars.
The departments with operations in WOOB have been contacted and there is
unanimous management support to sell the building and relocate. Should the
building be sold, then note the following:
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Circuit Court
• The staff at WOOB would be consolidated with courthouse staff in Pontiac
and would continue to serve the Walled Lake clients.
• While there would be no cost savings realized from the consolidation of
staff, there would be no increase in costs either.
• Caseworkers presently service approx. 15, people/families each day at
VVO0B. Thus, this would be the number of clients who would have to
travel to the courthouse. The Court will make every effort to continue to
provide the best service possible to those clients.
• Caseworkers would continue to make home and school visits, etc., in the
VVOOB service area.
Health & Human Services (HHq)
Please note the following regarding HHS' operations at WOOB:
• Almost 90% of all HHS General Clinic Services are provided at the North and
South Offices, not WOOB:
• 54% South
O 34% North
o 11% West
The following Health Division services are provided at WOOB:
• Environmental Health:
o Foodservice Licensing and Inspections
O Septic and Well permitting
o Pool Inspection program
o Complaint investigations
• Public Health Nursing:
o Immunizations
o STD testing, diagnosis, and treatment
o Pregnancy Testing
• TB testing, DOT
o Community/Field Nursing Services
o WIC (Women, Infants, and Children Program)
The following staff is assigned to WOOB:
• 14, Clerical (3, Part Time)
• 9, Public Health Nurses (6, Clinic and 3, Field)
• 15, Public Health Sanitarians (9, Food Service and 6, Land and Water)
* Page 2
• 3, WIC
Regardless of the sale, the following services shall continue to be provided by HHS
staff in the same geographic area:
• Environmental Health Services
• Community Public Health Nursing Services
• WIC services, plus expanded immunization services
• Outreach immunization and testing services
Should the sale occur, then HHS staff shall be reassigned as follows:
• Clerical. The staff will be reassigned to the North or South Oakland Health
Offices depending upon anticipated needs. Note: during the development of
the E-Health program, it was anticipated that clerical positions would be
reduced. This will be achieved through attrition, especially as the nursing
electronic component comes on-line.
• Clinic Public Health Nurses. Five, clinic nurses will be reassigned to the North
or South Oakland Health Offices to support STD and immunization services in
those high demand areas. One, clinic nurse will be co-located with WIC to
provide immunizations.
• Community Public Health Nurses. These nurses work with high risk families
and are currently a mobilized workforce. They will report to the North or South
Oakland Health Offices depending on their geographic assignment. Once
equipped with electronic record systems to support home visitation, the need
for daily reporting to the office will be greatly diminished. Home visitation and
field activities will be monitored electronically and a suitable location for record
work will be identified in the area (e.g., the township office, WIC office, etc.).
• Public Health Sanitarians. These staff are a mobilized workforce equipped
with E-Health and supporting technology. As a result, their need to report to
the office has been greatly diminished, since field activities are successfully
monitored through the E-Health system.
Clients accessing HHS' services will experience very little change due to the
following provisions:
• WIC Clinic Services. These will be relocated in the same general area as
WOOB.
• Mobile Workforce. There will be no change in the number of Sanitarians or
Public Health Nurses operating as a mobile workforce in the southwest region
of the county.
• Electronic Services. Food Service licensing is available on-line or through the
mail.
• Well and Septic Permits. These are available on-line or through the mail.
• Page 3
• Outreach. The County's clinic registration services are available on-line.
• Outreach Clinics. Clinics will be established in the region for back to school
immunizations; Flu Outreach; and HIV Testing Outreach.
• Public Health Nurses. Public Health nurses will be co-located with the WIC
Office to provide immunizations and other identified services in the southwest
region of the county.
Closing WOOB will actually allow HHS to realize the following efficiencies:
• STD clients that received services at the West Office did not have benefit of
an on-site laboratory. As a result, clients were asked to return to the office for
diagnosis and treatment, and collected specimens were sent to off-site
laboratories, including those at the North and South Oakland Health Offices.
Unfortunately, clients often do not return for diagnosis and treatment.
• STD clients that receive services at the North or South Oakland Health
Offices are able to get immediate test results, thus facilitating diagnosis and
treatment during the initial office visit.
• The ability to test, diagnose, and treat the patient during one office visit
minimizes repeat visits that increase the daily patient load, increase wait
times, and tax clinic staff. And, of course, immediately treating a patient with
an infectious disease decreases the spread of that disease.
• By increasing the staffing at the North and South Oakland Health Offices,
HHS will:
o Enhance client services by allowing at least three, additional clinic
rooms to be put on-line.
o Provide necessary infrastructure to reduce wait times and increase the
number of clients seen in those high volume clinics.
Note that WOOB was never staffed appropriately, thus making it difficult to
provide adequate coverage during peak demand or high staff vacancy
periods, particularly in the clinic and clerical areas.
Please note the following WOOB statistics:
• 2010 STD services provided at WOOB: 1,318 visits or only 9% of total county
volume. Note that 26% of WOOB clients receiving STD services actually live
as close or closer to another HHS office, while 18% live outside the county.**
• 2010 HIV services provided at WOOB: 187 clients or only 13% of total county
volume (excluding outreach services). Note that 21% of WOOB clients
receiving HIV services live as close or closer to another HHS office, while19%
live outside the county.** Note also that HIV testing will be continued at the
outreach clinics discussed above.
• 2010 Hepatitis C Virus blood testing services provided at WOOB: 0 clients
• 2010 pregnancy testing services provided at VVOOB: 349 clients or 19% of
total county volume. Note that 18% of WOOB clients receiving pregnancy
• Page 4
testing services actually live as close or closer to another HHS office, while
7% live outside the county.**
• 2010 nuisance disease, such as head lice, consults provided at WOOB: 154
clients or 32% of total county volume. Note that on-line resources are strongly
encouraged as opposed to clinic resources.
• 2010 walk-in resource requests provided at WOOB: 183 clients or 11% of
total county volume.
• 2010 communicable disease, such as rabies, visits at WOOB: 1 client or 5%
of county total volume.
• 2010 TB skin tests at WOOB: 1,794 clients or 12% of total county volume.
** - Patient CVT information compiled between 9/01/2010 — 3/15/2011 for VVOOB
clients receiving HIV, STD, Pregnancy Testing, and Request for Resources.
• Page 5
Oakland County Department of Facilities Management
3/15/2011
Approval and Acceptance
Of Purchase Agreement for Sale of
West Oakland Office Building
On May 25, 2010 pursuant to the Rules and Procedures of the Oakland County Board of Commissioners, the
Planning and Building Committee authorized staff to obtain appraisals and negotiate the terms and conditions
of a purchase agreement for the possible sale of the West Oakland Office Building located at 1010 E. West
Maple Road, Walled Lake, Michigan.
West Oakland Office Bldg: Single story 17,071-sf masonry bldg., which occupies 1.64-ac. The property is
located on the south side of West Maple Road in the City of Wailed Lake approximately 225-ft. east of Pontiac
Trail. See attached photos.
The West Oakland Office Building was acquired in 1980 at a cost of $200,000 for the purpose of converting
the existing car dealership property to serve as the 52-1 District court. The court was later relocated to its
present location on Grand River Ave., in the city of Novi in 1995. The building presently houses Health Dept.,
Probate Court Probation, Circuit Court Family Division and IT communication hub.
Appraised Value Range: $500,000 to $760,000.
Offer: $675,000 cash sale. Earnest money deposit: $50,000 ($25,000 upon acceptance of offer and
$25,000 upon completion of Due Diligence).
Purchaser: AGREE DEVELOPMENT, LLC of Farmington Hills (McDonald' s).
Oakland County expenses:
Title Insurance & Closing 2,500 (estimated)
Sales Commission 20,250
Appraisals 3,250 (done)
Estimated Total Cost: $26,000
It has been determined by county administration that all staff and services now provided at the West Oakland
Office Building can be efficiently and cost effectively relocated to other facilities.
Cost savings:
O The County would save $135,000! year in FM&O and utility costs
• The County would have to pay $300,000 to move county staff out of the West Oakland Building and
into other facilities
• The County would have to pay up to $200,000 to relocate the IT hub in the West Oakland Building to
another facility
Thus, given the offer, the transaction would net $310,000 in the first year to the County's benefit, with savings
of $135,000 per year thereafter.
Recommendation: It is the recommendation of the Department of Facilities Management that the Oakland
County Board
of Commissioners accept and approve the terms and conditions of the attached purchase agreement between
the County
of Oakland as seller and AGREE Development, LLC of Farmington Hills as purchaser.
IVI11/3/8/1
Main Entrance
Maple Rd. frontage
Health Dept. Reception area
PURCHASE AGREEMENT
THIS AGREEMENT made and entered into this day of , 2011 ("Effective
Date"), by and between the COUNTY OF OAKLAND, a Michigan Municipal and Constitutional
Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341 (hereinafter "Seller"), and AGREE
DEVELOPMENT, LI.,C, a Delaware limited liability company, whose address is 31850 Northwestern
Highway, Farmington Hills, Michigan 48334 (hereinafter "Purchaser"), for the purchase of all right(s),
title and interest in the real property containing approximately 1.64 acres and described below, and all
improvements located thereat, all located in the City of Walled Lake, County of Oakland. State of
Michigan, located near the intersection of West Maple Road and Gamma Road (hereinafter, the
"Premises"); said Premises described as:
Legal Description
See Legal Description attached as Exhibit "A"
Sidwell Number: 17-34-277-044
1. PURCHASE PRICE/CONSIDERATION
Subject to the adjustments and prorations provided for in this Agreement, the purchase price of the
Premises shall be Six Hundred Seventy-Five Thousand and 00/100 ($675,000.00) Dollars payable
as follows:
Earnest Money Deposit. Within five (5) days after the Effective Date, Purchaser shall
deposit with Liberty Title Commercial Title Agency, whose address is 32255 Northwestern
Highway, Suite 180, Farmington Hills, Michigan 48334 (the "Title Company") the sum of
Twenty-Five Thousand and 00/100 ($25,000.00) Dollars (the "Deposit"), which sum shall
be applied toward the purchase price at Closing if the transaction is consummated or
delivered to Purchaser or Seller, as the circumstances warrant, under the terms of this
Agreement.
1.2 Payment of Balance of Purchase Price. This is a cash sale. After applying the Deposit to
the purchase price, the balance of the purchase price shall be wired by Purchaser to Seller at
the time of Closing.
Page 1
1.1
Pi troll:Ise Agreement rinal Version
2.1
TITLE CONVEYED
Title to the Premises shall be conveyed at the Closing by Seller by a warranty deed
("Deed") conveying marketable title to the Premises and showing no exceptions except the
"Permitted Exceptions" (as defined in Section 4 below). The Seller shall pay for revenue
stamps, notary fees, and transfer tax on the Deed, if any.
Upon execution hereof, Seller agrees not to lease, assign, or grant a security interest or
other lien that would encumber the Premises after Closing, and Seller warrants that any
assignment, security interest or other lien that would encumber the Premises shall be
satisfied out of the consideration transferred at the time of Closing.
2.3 For purposes of this Agreement, and except for the personal property to be retained by
Seller and removed from the Premises at or prior to Closing as listed on the excluded
personal property list attached hereto Exhibit "B" (the "Excluded Personal Property") the
Premises shall be deemed to include all improvements, fixtures, equipment and other items
of personalty used in connection therewith and all tenements, hereditaments, privileges and
appurtenances thereto belonging or in any way appertaining thereto including all right, title
and interest of Seller in any street, road or avenue, open or proposed, in front of or
adjoining the Premises, or any part thereof, to the centerline thereof, all water, air, riparian
and mineral rights, and the use of appurtenant easements, whether or not of record, strips
and rights of way abutting, adjacent, contiguous or adjoining the Premises and all
assignable licenses, franchises, rights and governmental or other permits, authorizations,
consents and approvals, including those necessary to own and/or operate the Premises, to
the extent that the same are legally assignable, all rights of Seller under any express or
implied guaranties, warranties, inderrmifications and other rights, if any, which Seller may
have against suppliers, laborers, materialmen, contractors or subcontractors arising out of or
in connection with the installation, construction and maintenance of the improvements,
fixtures and personal property on or about the Premises, and all future land division rights.
TITLE INSURANCE
At Seller's expense, Seller shall obtain from the Title Company and deliver to Purchaser as soon as
possible after the Effective Date, a commitment for an ALTA Owner's Policy of Title Insurance to
be issued at Closing without standard exceptions in the amount of the total purchase price (the
"Commitment"), which Commitment shall be issued by the Title Company, the same to bear a date
later than the date hereof, wherein the Title Company shall agree to insure the title in the condition
required hereunder as marketable title. Seller shall, at the time of Closing, order a Policy of Title
Insurance from the Title Company pursuant to said Commitment. The cost of the Commitment and
the Policy of Title Insurance should be paid for by Seller. Seller shall also furnish to Purchaser, as
soon as possible after the Effective Date, copies of any surveys or site plans pertaining to the
Premises in its possession, if any (collectively, the "Existing Surveys"). Thereafter, Purchaser shall
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Purchase Agreement Final Version
have. the right to obtain a new survey of the Premises (hereinafter the "New Survey"). Purchaser
shall be responsible for the cost of the New Survey.
4. TITLE OBJECTIONS
If objection to the title is made by Purchaser within ten (10) days following Purchaser's receipt of
the last of the Commitment, legible copies of all items of record and the New Survey that the title is
not suitable for Purchaser's intended use of the Premises, Seller shall have thirty (30) days from the
date notified in writing of the particular defects claimed, either (1) to remedy the title, or (2) to
obtain title insurance as required above, or (3) to refund the Deposit in full termination of this
Agreement if unable to remedy the title or obtain the title insurance after using commercially
reasonable efforts to do so; provided, that Purchaser may elect to waive such defects and proceed
with this transaction subject thereto and, provided further, that in the event that any such defect
results from liens or encumbrances having liquidated amounts, Seller shall cause such liens or
encumbrances to be satisfied out of the consideration transferred at the time of Closing. If the
Seller remedies the title or shall obtain such title policy within the time specified, the Purchaser
agrees to complete the sale within fifteen (15) days of written notification thereof but no sooner
than the Closing Date hereinafter specified. If the Seller is unable to remedy the title or obtain title
insurance within the time specified and unless Purchaser then elects to waive such defaults, the
Deposit shall be refunded to Purchaser forthwith in full termination of this Agreement. For
purposes of this Agreement, all matters appearing the Commitment and the New Survey which are
not objected to by Purchaser shall be deemed to be the "Permitted Exceptions" for all purposes
under this Agreement.
5. DUE DILIGENCE INVESTIGATIONS
Purchaser and its agent shall have a period of one hundred eighty (180) days commencing from the
date of Purchaser's receipt from Seller of the last to be received of (i) a fully executed, accepted
copy hereof; (ii) a resolution from the Oakland County Board of Commissioners authorizing
acceptance of this Agreement by Seller ("County Approval"), and (iii) all of the "Seller's Due
Diligence Materials" (as defined below) (the "Inspection Period") to:
Inspect or cause to be inspected all aspects of the physical and economic condition of the
Premises, access to which shall be freely granted to Purchaser and/or Purchaser's agents,
representatives, at all reasonable times ("Inspections"). All Inspections conducted by
Purchaser shall be conducted during normal business hours and Purchaser shall provide
Seller not less than two (2) business days prior notice before completing any such
Inspections at the Premises. All Inspections of the inside of the building located at the
Premises shall be coordinated with Seller and Purchaser or its agents shall be accompanied
inside the building by an employee of the Seller during such inspections.
(1.)
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Purchase .ARreemen1 Final Version
(2) Obtain all necessary municipal and/or governmental approvals as may be necessary, or
required or prudent in Purchaser's sole judgment for Purchaser's intended use and
development of the Premises (the "Governmental Approvals").
If Purchaser is not satisfied in its sole and exclusive discretion with the results of the inspections
for any reason whatsoever, Purchaser may rescind this transaction by mailing written notice to
Seller within two (2) business days following the expiration date of the Inspection Period and shall
thereupon receive a refund of the Deposit and be relieved of any and all liability hereunder.
Purchaser shall have no obligation to notify Seller of any reason for such rescission.
Notwithstanding the foregoing, Purchaser shall have the right to extend the Inspection Period in
order to obtain its Governmental Approvals for an additional one hundred eighty (180) days (the
"First Extended Inspection Period") by giving notice to Seller of such extension on or before the
expiration date of the Inspection Period. In the event Purchaser exercises its right to extend the
Inspection Period for the First Extended Inspection Period, the Inspection Period shall be deemed
extended accordingly. Purchaser shall have the right during the First Extended Inspection Period to
(i) waive such condition and proceed to Closing by providing written notice to Seller; or (ii) rescind
this transaction by mailing written notice to Seller on or before the expiration date of the First
Extended Inspection Period (or at any time during the First Extended Inspection Period) and
thereupon, the Deposit shall be released to Purchaser, and Purchaser shall be relieved of any and all
liability hereunder.
If Purchaser does not provide Seller any written notice of its intent to either proceed with this
transaction or to rescind this Agreement, then, in such event, Purchaser shall be deemed to have
terminated this Agreement as of the expiration date of the Inspection Period or the expiration date
of the First Extended Inspection Period, as the case may be, in which event, the Deposit shall be
released to Purchaser and Purchaser shall be released of any and all liability hereunder. Purchaser
shall have no obligation to notify Seller of any reason for such rescission.
At such time as Purchaser shall elect to proceed with this transaction and has waived its Inspection
Period contingency as set forth in this Section 5, Purchaser shall provide written notice to the
Seller identifying the proposed Closing Date for this transaction (the "Closing Notice") which
Closing Date will be not earlier than ninety (90) days after the date of such Closing Notice and
simultaneously with providing such Closing Notice to the Seller, Purchaser shall also deposit with
the Title Company the additional sum of Twenty-Five Thousand and 00/100 ($25,000.00) Dollars,
which sum shall be deemed to be part of the "Deposit" for all purposes under this Agreement.
6. CLOSING AND CLOSING DOCUMENTS
6.1 Purchaser and Seller shall close this transaction ("Closing") as of the date set forth in
Closing Notice delivered by Purchaser to Seller as provided in Section 5 above, but in no
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Purchase Agreement Final Version
event earlier than ninety (90) days after the expiration date of the Inspection Period, as
extended; provided, however, in no event shall the Closing occur prior to the satisfaction
(or written waiver by Purchaser) of all conditions precedent to Closing. If all conditions
precedent have not been satisfied on or before the date of Closing, then, Purchaser may (1)
waive such condition(s) and proceed with this transaction; or (ii) declare this transaction
null and void, in which event, Purchaser shall thereupon receive a refund of the Deposit,
and Purchase and Seller shall be relieved of any and all liability hereunder.
6.2 The Closing shall be held at the offices of the Title Company, or any other mutually
convenient location agreed upon by the parties. Purchaser or the Title Company, if
Purchaser so elects, will prepare the necessary documents for signatures except as
otherwise provided below.
6.3 At Closing, Seller will sign and deliver (or cause to be signed and delivered) the Deed
conveying marketable, fee simple title to the Premises, pursuant to Michigan law in the
condition required under this Agreement, and subject only to the Permitted Exceptions,
with consideration stated in a separate Real Estate Transfer Valuation Affidavit or similar
document, and a Non-Foreign Persons Affidavit, a Bill of Sale transferring the personal
property, if any, to be transferred by Seller to Purchaser (it being acknowledged and agreed
that the Bill of Sale will not include any of the Excluded Personal Property), and a General
Assignment pertaining to any other personal property, if any, being transferred by Seller to
Purchaser, which documents will have also been reviewed and approved by Purchaser.
6.4 At Closing, the Seller will sign an Affidavit of No Liens on the Title Company's standard
form, sufficient to permit the Title Company to delete the standard Schedule B exceptions.
6.5 At Closing, the Seller will sign a Certificate of Accuracy, regarding the Representations
made by Seller in Paragraph 14.
6.6 The Seller and Purchaser will sign and/or prepare other documents necessary to complete
the sale and transfer of the Premises.
6.7 Seller will provide to Purchaser evidence that all operating expenses associated with the
Premises have been paid in full through the date of Closing.
6.8 Seller represents to Purchaser that the Premises is exempt from real property taxes and,
accordingly, there shall be no tax prorations pertaining to the Premises at Closing.
6.9 Seller and Purchaser do hereby certify, represent and warrant, each to the other, that they
have not engaged, enlisted, employed or otherwise made use of any real estate broker or
sales person in connection with this sale other than Landmark Commercial Real Estate
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Purchase Agreement Final Version
Services (the "Broker"), whose commission in the amount of Forty Thousand Five Hundred
and 00/100 ($40,500.00) Dollars shall be paid split, on a fifty/fifty (50/50) basis, between
Purchaser and Seller.
7. POSSESSION
Exclusive possession of the Premises shall be delivered to Purchaser at Closing, free and clear of
the interest of any tenants or occupants.
8. ENVIRONMENTAL WARRANTY
Seller represents and warrants, that, to the best of its present knowledge, without any independent
inquiry, investigation or testing for Hazardous Materials or any other matter, and subject to any
information contained in any environmental reports of the Premises obtained by Seller and
delivered to Purchaser, if any, that:
8.1 The Premises are free of Hazardous Materials to the extent that any such presence of
Hazardous Materials would have a material adverse effect on the Premises. Hazardous
Materials shall mean any hazardous or toxic substances, wastes or materials, or flammable
explosives, including, without limitation, those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, the
Hazardous Materials Transportation Act, as amended, the Resource Conservation and
Recovery Act, Parts 20, 211, and 213 of the Natural Resources and Environmental
Protection Act (NREPA), the Michigan Environmental Protection Act, and all rules,
regulations and policies promulgated thereto (collectively "Environmental Laws"); and
8.2 Seller has not used the Premises for the purpose of disposing of, refining, generating,
manufacturing, producing, storing, handling, treating, transferring, processing or
transporting Hazardous Materials, except for the storage and handling of Hazardous
Materials which are used in the ordinary course of the Seller's business and in a manner
which storage and handling was and is in material compliance with those environmental
laws described herein and Seller has disclosed and Purchaser hereby acknowledges Seller's
disclosure that the Premises was previously used as an automobile dealership.
9. RIGHT OF ENTRY AND ACCESS
While this Agreement is in effect, and subject to the limitations set forth in Section 5 hereof,
Purchaser and its employees and agents shall have the right to enter and access the Premises at
reasonable times, with reasonable notice to the Seller, for the purpose of surveying, testing,
environmental impact studies, site planning, and other such work as Purchaser deems necessary or
desirable to determine the Premise's suitability for the conduct of Purchaser's business. However,
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Purchase Agreement Final Version
in the event that this sale does not take place, then Purchaser, at its own expense, shall restore the
Premises to substantially the same condition as exists on the date of this Agreement. to the extent
such restoration is necessary due to Purchaser's actions.
10. DEFAULT OF SELLER
In the event Seller shall default in the performance of its obligations herein, the Purchaser may in
its sole discretion, as its sole remedies, elect to:
10.1 Specifically enforce this Agreement and require specific performance of this Agreement by
judicial decree; or
10.2 Demand a refund of the Deposit. Return of the Deposit shall terminate this Agreement,
unless Purchaser is elected to enforce this Agreement as provided in Section 10.1 above.
11. DEFAULT OF PURCHASER
In the event the Purchaser shall default in the performance of its obligations herein, Seller may
declare that the Purchaser has forfeited all rights hereunder and retain the Deposit as liquidated
damages as its sole and exclusive remedy. The retention of the Deposit shall cancel this
Agreement and be in fall and final satisfaction of all claims. In the event of a default by Purchaser
under this Agreement, Seller shall provide Purchaser with written notice of such default and
Purchaser shall have ten (10) days following the receipt of such notice to cure any such default.
12. RISK OF LOSS
No risk of loss shall pass to Purchaser prior to Closing. Until Closing, all risk of loss with respect
to the Premises shall be borne by Seller. In the event of destruction or damage to the Premises
prior to the date of Closing, Purchaser shall, at its option, have the right to (i) take the proceeds of
the insurance requiring Seller to pay the deductible amounts and proceed and go forward with this
transaction, or (ii) declare the transaction to be void and of no further full force and effect and
Purchaser shall thereupon receive a refund of the Deposit and be relieved of any and all liability
hereunder.
13. DOCUMENTS TO BE FURNISHED BY SELLER
With five (5) business days following the Effective Date, Seller shall furnish Purchaser with copies
of any and all due diligence materials in its possession relating to the Premises including, without
limitation, copies of any existing title policies, surveys, environmental reports, architectural plans,
engineering plans and other reports pertaining to the Premises (the "Seller's Due Diligence
Materials").
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14. WARRANTIES BY THE SELLER
The Seller warrants to the Purchaser and shall certify to the Purchaser upon the execution of this
Agreement as follows:
I 4.1 The Seller has full authority to enter into and perform this Agreement in accordance with
its conditions, without breaching or defaulting on any obligation or commitment that the
Seller has to any third parties, and will provide Purchaser with any necessary documents
and/or resolutions.
14.2 To Seller's actual knowledge, the legal description set forth in this Agreement is an
accurate description of the Premises and does not include any adjacent or contiguous land
owned by the Seller.
14.3 To Seller's actual knowledge, there are no leases, rights of first refusal, contracts, or other
agreements of any kind with respect to the Premises entered into by Seller, which would
impair the Purchaser's right to receive exclusive possession and fee title absolute. The
Premises is occupied solely by Seller and Seller shall vacate and cause such agencies to
vacate the Premises prior to the Closing,
14.4 To Seller's actual knowledge, there are no lawsuits, actions, or proceedings pending, or, to
the best of the Seller's knowledge, threatened by any party, including governmental
authorities or agencies, against or involving the Premises which would affect the Seller's
ability to convey the Premises.
14.5 The Seller has no actual notice or knowledge of:
any planned or commenced public improvements that might result in special
assessments or otherwise directly and materially affect the Premises or the personal
property;
(2) any government agency or court order requiring corrections of any existing
conditions;
any request by an insurer or a mortgagee of the Premises requiring correction of
any existing conditions.
14.6 Except as otherwise provided herein, neither Seller nor its agents, contractors or
representatives have made any representations, warranties, promises, covenants,
agreements or guaranties of any kind or character whatsoever, whether express or implied,
oral or written, past, present or future, with respect to the Premises and Purchaser agrees to
take the Premises on an "AS IS" basis.
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14.7 Upon request by Purchaser, Seller shall execute such documents as may be necessary as the
owner of the Premises in order for Purchaser to proceed with its proposed development of
the Premises, including, without limitation, the joining in of petitions for rezoning, site
plan approval, utility approvals, execution of easements for roads and utilities, and the like,
but all at no cost to Seller, and all within five (5) business days of written request therefor.
14.8 Following the Effective Date, Seller shall continue to keep the Premises insured and to
maintain the improvements located on the Premises in their existing condition and shall
otherwise operate the Premises in the ordinary course of business and consistent with past
practices. The Purchaser acknowledges that the Seller is self-insured and that the Seller's
self-insurance satisfies the requirements of this subsection.
15. WARRANTIES BY THE PURCHASER
The Purchaser has full authority to enter into and perform this Agreement and in accordance with
its conditions, without breaching or defaulting on any obligation or commitment that the Purchaser
has to any third parties, and will provide Seller with any necessary resolutions in support thereof.
16. SURVIVAL OF THE WARRANTIES
The warranties of the Parties contained in this Agreement shall survive for two (2) years after
Closing.
17. LIABILITY
Seller shall be liable for and defend any and all alleged losses, claims, suits, causes of action,
litigation, or other demands for damages of any kind ; arising from Seller's actions or omissions
during the period Seller is in control and possession of the Premises prior to the Closing, except
those losses, claims, suits, causes of action, litigation, or other demands for damages, arising solely
out of the acts of Purchaser or Purchaser's agent(s) while performing any surveys or due diligence
inspections of the Premises prior to the Closing, and Seller shall be responsible for paying any and
all judgments, damages awarded, costs and expenses (including attorney fees and court costs) and
any other liabilities that result from any such alleged losses, claims, suits, causes of action,
litigation, or other demands for damages of any kind arising from Seller's actions or omissions
during the period Seller is in control and possession of the Premises prior to the Closing, except as
noted above in this paragraph.
18. BINDING EFFECT
18.1 The covenants herein shall be binding upon and inure to the benefit of the administrators
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PUICIlaSe AUCCIIICIlt Final Version
and governing body of the parties, as well as any successor administrators or successor
governing bodies of the parties.
18.2 This Agreement is not binding until executed by both parties.
18.3 Purchaser shall be permitted to assign this Agreement to its affiliates and/or entities created
for purposes of acquiring the Premises at Closing.
18.4 In the event any action is brought to enforce the terms of this Agreement, the non-
prevailing party in such action shall reimburse the prevailing party for its reasonable
attorneys' fees, court costs, and legal expenses.
19. CONDEMNATION
In the event of the institution or proposal of institution of condemnation proceedings prior to
Closing, Purchaser shall have the option, in its sole discretion, to terminate this Agreement and
receive back the Deposit or proceed to Closing. If Purchaser proceeds to Closing, Seller shall
assign to Purchaser any and all of Seller's rights to any award or future award pertaining to the
Premises, or shall pay to Purchaser any actual payment or award made to Seller as a result of the
institution or proposal to institute condemnation.
20. NOTICE
Any notice, request, demand, consent, approval or other communication given hereunder shall be in
writing and shall be sent by hand delivery or overnight delivery service, addressed to the other party
at its address as set forth below:
Seller: Michael Hughson
County of Oakland
Facilities Management
1 Public Works Dr.
Waterford, Michigan 48328
Fax:
Email:
With a copy to:
Department of Corporation Counsel
1200 N. Telegraph Road, Building 14 East
Courthouse West Wing Extension, 3 rd Floor
Pontiac, Michigan 48341
Fax: (248) 858-1003
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With a copy to:
Purchaser:
With a copy to:
Oakland County Board of Commissioners
Attention: Chairperson
1200 N. Telegraph Road
Pontiac, Michigan 48341
Fax:
Agree Development, LLC
Attention: Joel N. Agree
31850 Northwestern Highway
Farmington Hills, Michigan 48334
Fax: (248) 737-9110
Email: jagreegagreerealty.com
Lowell D. Salesin, Esq.
Maddin, Hauser, Wartell, Roth & Heller, P.C.
28400 Northwestern Highway, Third Floor
Southfield, Michigan 48034-1839
Fax: (248) 359-6189
Email: lds@maddinhauser.com
Any party may, by notice given as aforesaid, change its address for any notice. Any notice by either
party shall be sufficient if signed on behalf of said party by any elected or appointed official
thereof.
21. TIME OF THE ESSENCE
Time is of the essence for this Agreement. In the event the last date for performance of any
obligation or for giving any notice hereunder falls on a Saturday, Sunday or legal holiday of the
state wherein the Premises is located, then the time of such period shall be extended to the next day
which is not a Saturday, Sunday or legal holiday in such state.
22. CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
Michigan that are applied to contracts made and to be pertbrmed in this State. Venue for any
disputes shall be the Oakland County Circuit Court or the United States District Court for the
Eastern District of Michigan, unless this paragraph violates any provision of the Michigan Court
Rules, or the United States Code.
73. ENTIRE AGREEMENT
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This document contains the entire agreement of the parties and supersedes all prior agreements,
oral or written, between them. This Agreement may not be modified, changed or altered unless
reduced to writing and signed by each of the parties hereto. This Agreement may be executed in
one or more counterpart copies, all of which together shall constitute and be deemed an original,
but all of which together shall constitute one and the same instrument binding on all parties. This
Agreement may be executed in telecopy (faxed) or electronic (pdf) transmission copies and
facsimile and electronic (pd f) transmission signatures shall be binding upon the parties.
24. TAX DEFERRED EXCHANGE (SECTION 1031)
In the event, prior to Closing, Purchaser shall desire to restructure this transaction as a tax deferred
exchange for property identified by Purchaser, pursuant to Section 1031 of the Internal Revenue
Code, Seller shall enter into and execute any such documents as may be reasonably requested;
provided, however, that Seller shall not incur any additional costs, expense, risk or potential
liability whatsoever on account thereof.
(SIGNATURES ON NEXT PAGE)
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WITNESSED BY: SELLER:
COUNTY OF OAKLAND
By:
Date: March ,2011 Its:
WITNESSED BY: PURCHASER:
AGREE DEVELOPMENT, LLC, a
Delaware limited liability company,
By:
Joel N. Agree
Date: March , 2011 Its: Authorized Agent
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EXHIBIT "A"
LEGAL DESCRIPTION
Real estate situated in City of Walled Lake, County of Oakland, State of Michigan described as
follows:
Lot 46 Supervisor's Plat No. 4, as recorded in Liber 54A of Plats, Pages 79 and 79A,
Oakland County Records, beginning at a point distant South 82 degrees 52 minutes 20
seconds West 435.25-feet from Northeast Lot corner; thence South 82 degrees 52 minutes
20 seconds West 325 feet; the South 07 degrees 07 minutes 40 seconds East 220.01 feet;
thence North 82 degrees 52 minutes 20 seconds East 325 feet; thence North 07 degrees 07
minutes 40 seconds West 220 feet to beginning.
Commonly known as: 1010 East West Maple Road, Walled Lake, Michigan 48390
Tax Parcel Number: 17-34-277-044
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EXHIBIT "B"
EXCLUDED PERSONAL PROPERTY LIST
1. Selected interior or exterior signaee.
2. All doors and frames that are of the knock down type.
3. Bathroom accessories such as, grab bars, soap dispensers, paper towel dispensers, toilet paper
dispensers, handicap mirrors.
4. Sinks in rooms 107, 121, 132, 133, 134, 139 and 141 all upper and lower cabinets with counter
tops and sinks.
5. Generator and ATS.
6. All BMS equipment and controls,
7. Fire extinguishers.
8. Air compressor.
9. Building alarm equipment.
10. Card access equipment.
11. All lock sets and cylinders, door closers and panic bars.
12. Mechanical room unit heater.
13. Water heater.
14. (60) ceiling lay-in T-8 light fixtures.
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FISCAL NOTE (MISC. #11077) April 21, 2011
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL AND ACCEPTANCE OF
PURCHASE AGREEMENT FOR SALE OF WEST OAKLAND BUILDING, 1010 E. WEST
MAPLE ROAD, WALLED LAKE, MICHIGAN
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above
referenced resolution and finds:
1. The resolution approves the Purchase Agreement for the sale of the West
Oakland Office Building property to Agree Development, LLC for the sum of
$675,000.
2. The appraisals for the property came in at $500,000 and $760,000.
The closing costs for County are estimated at $26,000.
4. The net proceeds for the sale will be receipted in the Building Improvement Fund
(#40100) in the Sale of Land and Building Revenue Account (#670684).
5. The proceeds will be used to fund relocation costs for staff/operations and IT hub
equipment with separate resolutions to be presented for the relocation projects;
and any remaining balance to be used as a funding source for other Capital
Improvement Program projects.
FINANCE COMMITTEE
FINANCE COMMITTEE
AYES: Taub, Long, Potts, Runestad, Crawford, Dwyer, Middleton
NAYS: Greimel, Quarles, Woodward, Zack
Resolution#11077 April 21, 2011
Moved by Potts supported by Gosselin the resolution (with fiscal note attached) be adopted.
AYES: Dwyer, Gingell, Gosselin, Hoffman, Long, Matis, Middleton, Nuccio, Potts, Runestad,
Scott, Taub, Weipert, Bosnic, Crawford. (15)
NAYS: Gershenson, Greimel, Hatchett, Jackson, McGillivray, Nash, Quarles, Woodward, Zack,
Covey. (10)
A sufficient majority having voted in favor, the resolution (with fiscal note attached) was adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., Clerk of the County of Oakland, do hereby certify that tl/o g/41 , 4 H foregoing resoluuun is a true ;
and accurate copy of a resolution adopted by the Oakland County Board -of Commissioners on April 21,
2011, 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 County of Oakland at
Pontiac, Michigan this 21st day of April, 2011.
p,(1"2_12_ et,LEa_et_,,1
Bill Bullard Jr., Oakland County