HomeMy WebLinkAboutResolutions - 2013.03.21 - 20748FISCAL REPORT (MISC. #13048) March 21, 2013
BY: Finance Committee, Thomas Middleton, Chairperson
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT/DEPARTMENT OF
CORPORATION COUNSEL - APPROVAL OF PURCHASE AGREEMENT TO SELL
THE WEST OAKLAND OFFICE BUILDING IN WALLED LAKE, MICHIGAN
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Finance Committee, having reviewed the above referenced Purchase Agreement,
recommends the following revisions to section 6.1:
6.1. Purchaser and its agents shall have a period of nirf-e-Fty---five-(9045)
business days, commencing on the Effective Day, to inspect or cause to be
inspected all aspects of the physical and economic condition of the
Premises ("Inspection Period"). Only for further inspection of the
physical condition of the Premises, the Buyer may extend the
Inspection Period for an additional ninety (90) days by providing
written notification to the Seller.
The Finance Committee, having reviewed the above referenced Purchase Agreement,
recommends the following revisions to section 6.2:
6.2. If Purchaser is not satisfied, in its sole and exclusive discretion, with the
results of the physical and
economic inspections of the Premises, Purchaser may rescind this
Agreement by mailing written notice to Seller not more than two (2)
business days after the expiration of the Inspection Period and receive a
refund of the Deposit, including any accrued interest, as follows: (1) if the
rescission is within the first ninet (3€90) days of the Inspection
Period all of the Deposit shall be returned to Purchaser or (2) if more than
9(L (3690) days of the Inspection Period has lapsed and
Purchaser rescinds the Agreement, only seve-n-ty-five fifty percent (507-5%)
of the Deposit shall be returned to Purchaser.
The Finance Committee, having reviewed the above referenced resolution, recommends
the following amendment:
Add the following paragraph after the existing BE IT FURTHER RESOLVED paragraph:
BE IT FURTHER RESOLVED that the Oakland County Board of
Commissioners directs the Director of Facilities Management to execute the closing
documents required to complete the purchase of the property.
Chairperson, on behalf of the Finance Committee, I move the acceptance of the foregoing
report.
FINANCE COMMITTEE
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Scott absent.
MISCELLANEOUS RESOLUTION #13048 March 6, 2013
BY: Planning and Building Committee, Jim Runestad, Chairperson
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT/ DEPARTMENT OF CORPORATION
COUNSEL — APPROVAL OF PURCHASE AGREEMENT TO SELL THE WEST OAKLAND
OFFICE BUILDING IN WALLED LAKE, MICHIGAN
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS pursuant to the authorization of the Oakland County Planning and Building
Committee, the West Oakland Office Building (WOOB) property at 1010 East West Maple,
Walled Lake, MI, was placed for sale in the fall of 2012 for $710,000 per Planning & Building's
direction based on two independent appraisals of the property; and
WHEREAS the real estate firm of Newmark Grubb Knight Frank presented Facilities
Management with an offer to purchase WOOB for $645,000; and
WHEREAS Facilities Management, with the assistance of Corporation Counsel, have
negotiated the terms and conditions of the attached purchase agreement; and
WHEREAS the sale of the building will eliminate any further financial obligation and cost
incurrence by the County for maintaining the building; and
WHEREAS a $50,000 earnest money deposit shall be paid to the title company upon
Board of Commissioners approval of the attached purchase agreement, with the balance of the
$645,000 due at closing; and
WHEREAS the County shall pay a broker's commission of five percent (5%) of the
purchase price to Newmark Grubb Knight Frank at closing, should the sale be completed; and
WHEREAS Facilities Management and Corporation Counsel have reviewed and/or
prepared all necessary documents related to the attached purchase agreement and recommend
its approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners
hereby approves and accepts the terms and conditions of the attached purchase agreement for
the West Oakland Office Building (WOOB) at 1010 East West Maple, Walled Lake, MI.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs
its Chairperson or his designee to execute the attached purchase agreement and all other related
documents between the County and purchasers of WOOB, which may be required to complete
the purchase of the property.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
PLANNING AND BUILDING COMMITTEE
PURCHASE AGREEMENT
FOR SALE OF
1010 E WEST MAPLE ROkD, WALLED LAKE, MICHIGAN
THIS AGREEMENT made and entered into on ("Effective Date"), by and between the COUNTY OF OAKLAND, a-Michigan-Municipal-and-Constitutional--Corporatiori,
1200 N. Telegraph Road, Pontiac, Michigan 48341 ("Seller") and Seth Norman and Paul Norman on
behalf of a Michigan limited liability company to be formed ("Purchaser") for the purchase of all rights,
title and interest -in the real property and all improvements in a 17,000 square foot building located thereon,
located in the City of Walled Lake, County of Oakland, State of Michigan, 1010 E. West Maple Road,
Sidwell Number: 17-34-277-044 ("Premises"); said Premises are specifically and legally described in
Exhibit A. Exhibit A is fully incorporated into this Agreement.
The Parties agree to the following terms and conditions:
1. PURCHASE PRICE/CONSIDERATION
1.1. Subject to the adjustments and prorations provided for in this Agreement, the purchase price
of the Premises shall be Six Hundred Forty-Five Thousand and 00/100 ($645,000.00) Dollars
payable as follows:
1.2. Earnest Money Deposit. Within five (5) business days after the Effective Date, Purchaser
shall deposit with Stewart Title National Title Services, whose address is 26555 Evergreen Road,
Southfield, Michigan 48076 ("Title Company") the sum of Fifty Thousand and 00/100
($50,000.00) Dollars, as an earnest money deposit ("Deposit"). The Deposit, including any
interest that accrues up to the date of Closing, shall be applied to the purchase price at Closing, if
the transaction is consummated.
1.3. Payment of Balance of Purchase Price. This is a cash sale. After applying the Deposit,
including any accrued interest, to the purchase price, the balance of the purchase price shall be
wired by Purchaser to Seller at the time of Closing.
2. TITLE CONVEYED
At the Closing, Seller shall convey free, clear, and marketable title to the Premises, via
warranty deed, showing no standard exceptions except the "Permitted Exceptions," as defined in
Section 5,
2.2. Upon execution of this Agreement, Seller shall not lease, assign, or grant a security interest
or other lien that would encumber the Premises before or after Closing.
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WOOB_Purehase Agreement 2_25_13
2.3. Any assignment, security interest or other lien that would encumber the Pre es shall be satisfied out of the consideration transferred to Seller at the time of Closing.
2.4. For purposes of this Agreement, the Premises shall be deemed to include all buildings,
improvements, fixtures, equipment and other items of personalty located on the Premises and all
tenements, hereditaments, privileges and appurtenances thereto belonging or in any way
appertaining thereto; including the following, 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 watcr, air, riparian and mineral rights; the use of appurtenant easements,
whether or not of record; strips and rights of way abutting, adjacent, contiguous or adjoining the
Premises; 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, indemnifications 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 building, improvements,
fixtures and personal property on or about the Premises; and all future land division rights.
3. DOCUMENTS TO BE FURNISHED BY SELLER
3.1. Within five (5) business days of 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").
3.2. Seller shall also furnish to Purchaser, as soon as possible after the Effective Date, a current
ALTA survey of the Premises prepared by a surveyor satisfactory to Purchaser and certified to
Purchaser and the Title Company (the "Survey"). Seller shall be responsible for the cost of the
Survey.
4. TITLE INSURANCE
4.1. 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
("Commitment").
Lk?. The Commitment shall be issued by the Title _Company and bear a date later than the
Effective Date, wherein the Title Company shall agree to insure the title in the condition required
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in Section 2.
4.3. Seller shall, at the time of Closing, order a Policy of Title Insurance from the Title
Company pursuant to said Commitment.
4.4. The cost of the Commitment and the Policy of Title Insurance shall be paid for by Seller.
TITLE/SURVEY OBJECTIONS
5.1. For purposes of this Agreement, all matters appearing on the Commitment and the Survey
which are not objected to by Purchaser shall be deemed to be the "Permitted Exceptions" for all
purposes under this Agreement.
5.2. Within ten (10) calendar days following Purchaser's receipt of the last of the Commitment
and the Survey, Purchaser shall provide written notice to Seller specifically describing any claimed
defects in title.
5.3 Seller shall have thirty (30) calendar days from the date Purchaser provides written notice of
any claimed defects in title to do the following: (1) remedy the claimed title defects; or (2) if
unable to remedy the title or obtain the title insurance after using commercially reasonable efforts
to do so, then refund the entire Deposit, including any accrued interest, and terminate this
Agreement.
5.4 Notwithstanding any other provision, Purchaser may elect to waive its claimed defects ard
proceed to Close this transaction, provided, however, that in the event 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 to it at the time of Closing.
5.5 If the Seller remedies the claimed defects title or shall obtain such title policy within the
time period specified in this Section, then the Purchaser shall complete the sale within fifteen (15)
business days of written notification thereof, but no sooner than the Closing Date specified herein.
5.6 If the Seller is unable to remedy the title defects and Purchaser does not waive such defects,
then the entire Deposit, including any interest accrued, shall be refunded to Purchaser and this
Agreement shall be automatically terminated. This shall be Purchaser's sole remedy for title
defects and with the return of the Deposit, including any accrued interest, Seller shall be relieved
of any and all liability hereunder.
6. DUE DILIGENCE fNVESTJGAT1ONS
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WOOR_Purchase Agreement _2 _25_13
6.1. Purchaser and its agents shall have a period of forty-five (45) business days, commencing
on the Effective Day, to inspect or cause to be inspected all aspects of the physical and economic
condition of the Premises ("Inspection Period").
6.2. 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 Agreement by mailing written
notice to SelFer not more than two__(4business days afterthe expiration of theInspection_Periad
and receive a refund of the Deposit, including any accrued interest, as follows: (1) if the rescission
is within the first thirty (30) days of the Inspection Period all of the Deposit shall be returned to
Purchaser or (2) if more than thirty (30) days of the Inspection Period has lapsed and Purchaser
rescinds the Agreement, only seventy-five percent (75%) of the Deposit shall he returned to
Purchaser.
6.3. All inspections conducted pursuant to this Section shall be at the sole cost of Purchaser.
7. RIGHT OF ENTRY AND ACCESS
7.1. While this Agreement is in effect, 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, Purchaser shall contact Seller's Department of Facilities Management for
access to the Premises. Seller shall provide access to the Premises within four (4) business hours
of Purchaser's request, during normal business hours„„ _
7.2. In the event that this sale does not take place, then Purchaser, at its own expense, shah
restore the Premises to the same condition that existed OE the Effective Date, to the extent such restoration is necessary due to Purchaser's actions.
8. CLOSING AND CLOSING DOCUMENTS
8.1 Purchaser and Seller shall close this transaction ("Closing") ten (10) business days after the
expiration date of the Inspection Period, 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 (i) waive such condition(s) and proceed to Closing; or (ii) terminate this Agreement by
providing written notice to Seller, in which event, Purchaser shall receive a refund of the Deposit,
including accrued interest, and Seller shall be relieved of any and all liability hereunder.
8.2. The Closing shall be held at the offices of the Title Company or any other mutually
convenient location agreed upon by the Parties. The Title Company or Seller, if Seller so elects,
will prepare the necessary documents for signatures except as otherwise provided below, Seller
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WOOB_Purchase Agreement 2 25_13
shall bear cost of all document preparatio
8.3. 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 Affidav-it, -a Bill of Sale, and General-Assignment-pertaining--to-any-personal
property, if any, being transferred by Seller to Purchaser, which documents will have also been
reviewed and approved by Purchaser.
8.4. 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.
8.5. The Seller and Purchaser will sign and/or prepare other documents necessary to complete
the sale and transfer of the Premises.
8.6. Seller will provide to Purchaser evidence that all operating expenses associated with the
Premises have been paid in full through the date of Closing.
8.7. Given that Seller is a governmental entity, there are no real estate taxes due or owing on the
Premises and the Premises are exempt from the real estate transfer tax pursuant to MCI.
207.505(h)(i).
8.8. All fees associated with the Closing and charged by the Title Company shall be paid for
Seller.
Seller and Purchaser certir , represent and wan-ant, to each 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 Newmark Grubb Knight Frank, 26555 Evergreen Road, Suite
500, Southfield, MI 48076 (the "Broker"), whose commission shall be paid by Seller to Broker at
the time of Closing. The Broker's commission shall be five percent (5%) of the purchase price set
forth in Section 1.1.
9. POSSESSION/CONDI lION OF PREMiSES
9.1. Exclusive possession of the Premises shall be delivered to Purchaser at Closing, free and
clear of the interest of any tenants or occupants.
9.2. The Premises shall be delivered in a "broom clean" condition, including removal of all
debris, furniture, etc. Seller shall return and install all door knobs.
9.3 All mechanical systems, the building automation system, the generator, and the alarm
systems (the alarm systems are described as the panic button alarm system, the fire alarm system, the
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WOOB_Purch ase Agreem ent_2_25_1 3
burglar alarm system, and all equipment associated with such systems) shall remain with the Premises
and be part of this conveyance. All fixtures of every kind that were on the Premises as of January 1,
2013 shall remain on the Premises and be part of this conveyance, except for the following: (1) the
fiber optic hub located on the Premises shall remain the property of the Seller and the Seller and
Purchaser shall attempt to negotiate a separate lease to allow the fiber optic hub to stay on the
Premises; and (2) the security equipment (described as card access readers, surveillance cameras, and
recordingeequipment) located-at theePremiseseshall_ remain theeproperty of -the Selletnandeshall be
removed by Seller, at its sole cost, at or before Closing. If the Seller and Purchaser are not able to
negotiate a lease to allow the fiber optic hub to stay on the Premises, then Seller shall have a reasonable
period of time (not to exceed 90 days after the Closing) to remove the fiber optic hub from the
Premises. If the fiber optic hub is removed from the Premises, then Seller shall be responsible for all
costs associated with such removal and such removal shall not interfere with Purchaser's remodeling
and/or operation of its business (including subletting) in the Premises.
9.4 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 1S"
basis.
10. ENVIRONMENTAL WARRANTY
10.1. For purposes of this Agreement "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")
10.2. 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:
10.3. 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; and
10.4. 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
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W001-1_1)urchase Agreement__2_25_13
is in material compliance with those environmental laws described herein.
11. DEFAULT OF SELLER In the event Seller defaults in the performance of its obligations herein,
the Purchaser may, in its sole discretion and as its sole remedy, elect to:
11.1. Specifically enforce this Agreement and require specific performance of this Agreement by
judicial deeree;- or
11.2. Terminate this Agreement and demand a refund of the entire Deposit, including accrued
interest.
12. DEFAULT OF PURCHASER.
12.1. In the event the Purchaser shall default in the performance of its obligations herein, Seller
may terminate this Agreement, declare that the Purchaser has forfeited all rights hereunder and
retain the entire Deposit, including any interest that accrued, as liquidated damages.
12.2. 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) calendar days following the
receipt of such notice to cure any such. default.
13. RISK OF LOSS
13.1. No risk of loss for the Premises shall pass to Purchaser prior to Closing. Until Closing..
risk of toss with respect to the Premises shall be borne by Seller. In the event of destructioii c:
damage to the Premises prior to the date of Closing, Purchaser shall, at its option, have the right to
(1) take the proceeds of the insurance and if the damage or destruction is caused by Seller, require •
Seller to pay the deductible and proceed with Closing, or (ii) terminate this Agreement, receive a refund of the entire Deposit, including accrued interest and be relieved of any and all liability
hereunder.
13.2. The election required by this Section shall be made by Purchaser, in writing, within fifteen
(15) business day of the damage or destruction and delivered to Seller.
13.3, If Purchaser does not make the election required by this Section within fifteen (15) business
days, then the Seller may terminate this Agreement by providing written notice to Purchaser and
refunding the entire Deposit, including accrued interest to Purchaser.
14. WARRANTIES BY THE SELLER
14.1.. Seller warrants to Purchaser and certifies that upon the execution of this Agreement as
follows:
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14.1.1. That 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;
T-hat -to -Seller's actual knowledge, the descriptions set-forth in -this-Agreetrient arc-an-
accurate description of the Premises and does not include any adjacent or contiguous land
owned by the Seller;
14.1.3. That 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 are not currently occupied;
14.1.4. That 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; and
14.1.5. That Seller has no notice or knowledge of any of the following; (1) 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 governmen -agency or court order requiring corrections of any existing conditions; or (3) any request by an insurer or a mortgagee of the Premises requiring correction of any existing conditions.
14.2. Upon execution of this Agreement and upon written request from Purchaser, Seller shall.
cooperate with Purchaser in connection with Purchaser's development of the Premises including,
without limitation, joining in 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. Seller consents to and
authorizes Purchaser to obtain any and all necessary permits and approvals from all applicable
governmental bodies in order to develop the Premises. Seller shall execute such documentation as
may be necessary for Purchaser to obtain any and all necessary permits and approvals from all
applicable governmental authorities in order to develop the Premises, within five (5) business days
of a written request from the Purchaser.
14.3. Following the Effective Date, Seller shall continue to keep the Premises insured, shall
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.
15. WARRANTIES BY THE PURCHASER
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WOOBJurchase Aareement_2_25 13
15.1. Purchaser warrants that they have 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 Purchaser has to any third parties.
15.2. Purchaser will provide Seller with any necessary documentation or information in support
of this warranty.
16. SURVIVAL OF THE WARRANTIES The warranties of the Parties contained in this Agreement
shall survive for three (3) years after the Closing.
17. LIABILITY
17.1. Seller shall be liable for, defend and pay for any alleged losses, claims, suits, causes of
action, litigation, or other demands for damages of any kind and any judgments, damages awarded,
costs and expenses (including attorney fees and court costs) and any other liabilities, arising. from
Seller's actions or omissions during the period Seller is in control and possession of the Premises
prior to the Closing.
17.2. Purchaser shall be liable for, defend and pay for any alleged losses, claims, suits, causes of
action, litigation, or other demands for damages of any kind and any judgments, damages awarded,
costs and expenses (including attorney fees and. court costs) and any other liabilities, arising from
the acts or omissions of Purchaser or Purchaser's agent(s) while performing surveys or due
diligence inspections of the Premises or while on the Premises prior to the Closing.
17.3. Nothing is in this section is intended to waive governmental immu
statute or case law.
18. BINDING EFFECT
v provided to Seller
18.1. The terms and conditions of this Agreement shall be binding and shall inure to the benefit . of the Parties and their respective heirs, representatives, successors and assigns.
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 -.
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
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institution or proposal to institute condemnation.
20. NOTICE
20.1. 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:
20.1.1. Seller:
20.1.2. With a copy to:
20.1 Purchaser:
20.1.4. With a copy to:
Oakland County Department of Facilities Management
One Public Works Dr.
Waterford, Michigan 48328
Fax: (248) 858 9724
Email: holdsworthaaoakgov.com
Jody S. Hall, Assistant Corporation Counsel
Department of Corporation Counsel
1200 North Telegraph Road, Building 14 East
Courthouse West Wing Extension, 3 rd Floor
Pontiac, Michigan 48341
Fax: (248) 858-1003
Email: halljsoakgov.com
Seth M. Norman
3130 Old Farm Lane, Suite 1
Commerce Twp., MI 48390
Fax: (248) 669-1412
sethra)imslaboratory.com
Gary R. Trzaskos, Esq.
PO Box 113
Walled Lake, MI 48390
(248) 366-4011
Email: v,trzaskos0),comeast .net
20.2. 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 of Michigan wherein the Premises are located, then the time of such period shall be
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extended to the next day which is not a Saturday, Sunday or legal holiday in the State of Michigan.
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 performed 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.
23. ENTIRE AGREEMENT This document contains the entire agreement of the Parties and
supersedes all prior agreements, oral or written, between them. This Agreement may not he modified,
changed or altered unless reduced to writing and signed. by the Parties. 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.t) transmission signatures shall be binding upon the Parties.
(SIGNATURES ON NEXT PAGE)
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WITNESSED BY: SELLER:
Date: 2013
COUNTY OF OAKLAND
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
WITNESSED BY:
PURCHASER:
SETH NORMAN & PAUL NORMAN,
on behalf of a Michigan Limited Liability
Company to be formed.
By:
Date: ,2013 Its:
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By:
Its:
WOOB_Purchase Agreernent_2 25_13
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.
Page 13
WOOR_Purchase A grcement_2_25_13
Resolution #13048 March 6, 2013
The Vice Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #13048) March 21, 2013
BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT/ DEPARTMENT OF CORPORATION
COUNSEL — APPROVAL OF PURCHASE AGREEMENT TO SELL THE WEST OAKLAND
OFFICE BUILDING IN 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 and accepts the terms and conditions of the purchase
agreement for the sale of the West Oakland Office Building located at 1010 East
West Maple, Walled Lake, Michigan for the sum of $645,000.
2. Closing costs for the County are five percent (5%) of the purchase price, or
$32,250.
3. 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).
4. The proceeds will be used as a funding source for other Capital Improvement
Program projects.
(„FINANC E C9M1VIITTEE fin A
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Scott absent.
Resolution #13048 March 21, 2013
Moved by Hoffman supported by McGillivray the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Dwyer, Gershenson, Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis,
McGillivray, Middleton, Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack,
Bosnic, Crawford. (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended
Consent Agenda were adopted (with accompanying reports being accepted).
a jE THIS UTION
CliF DEPUTY COUNTY EXa;UTIVE
ACTING PURSUANT TO MCL 45.559A (7)
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 March 21,
2013, 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 21 st day of March, 2013.
Lisa Brown, Oakland County