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HomeMy WebLinkAboutResolutions - 2014.03.06 - 21213MISCELLANEOUS RESOLUTION #14035 March 6, 2014 BY: Planning and Building Committee, Jim Runestad, Chairperson IN RE: DEPARTMENT OF FACILITIES MANAGEMENT— 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; and WHEREAS in the fall of 2013, the real estate firm of Landmark Commercial Real Estate Services presented Facilities Management with an offer to purchase WOOB for $626,000; and WHEREAS Facilities Management, with the assistance of Corporation Counsel, negotiated the terms and conditions of the attached purchase agreement with Landmark Commercial Real Estate Services and Samara Property Management LLC; and WHEREAS the sale of the building will eliminate any further financial obligation and cost incurrence by the County for maintaining the building once any required remediation of asbestos containing materials (estimated at $2,874) and the relocation of the OakNet fiber optic hub (estimated at $150,000) is completed; and WHEREAS Samara Property Management LLC has requested that the purchase price of $626,000 be offset by the cost of lead and cadmium remediation of $23,000 — as estimated by the County's annual contractor Rightway Remediation LLC — yielding a net purchase price of $603,000; and WHEREAS a $25,000 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 $603,000.00 due at closing; 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 with Samara Property Management LLC 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 it Chairperson or his designee to execute the attached purchase agreement and all other related documents between the County and the purchaser of WOOB, which may be required to complete the purchase of the property. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners directs its Chairperson or designee, if necessary, to execute the easement for the relocation of the OakNet fiber optic hub on the property once negotiated with the purchaser and Departments of Facilities Management and Corporation Counsel, as discussed in Section 2.5 of the attached purchase agreement. 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 sale of the property. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE PLANNING & BUILDING COMMITTEE Motion carried unanimously on a roll call vote with Bosnic absent. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") made and entered into March 7, 2014, ("Effective Date") by and between Samara Property Management, LLC, a Michigan limited liability company, 40700 Woodward Ave, Ste 250, Bloomfield Hills, MI 48304, 40700 Woodward Ave, Ste 250, Bloomfield Hills, MI 48304 ("Purchaser") and the COUNTY OF OAKLAND, a Constitutional and Municipal Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341 ("Seller"), for the purchase of real property and 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 specifically described in Exhibit A ("Premises") including all rights, title, interests, and mineral rights or mineral royalty interest in the Premises. Exhibit A is fully incorporated into this Agreement. 1. PURCHASE PRICE/DEPOSIT/OTHER COSTS OR FEES. 1.1. Purchase Price. Subject to the adjustments and prorations provided for in this Agreement, the purchase price of the Premises shall be six hundred and three thousand dollars and no cents ($603,000.00) payable as set forth in this Agreement. 1.2. Approval of Agreement. The Oakland County Board of Commissioners shall have until March 7, 2014, to approve and execute this Agreement. If the Oakland County Board of Commissioners does not approve and execute this Agreement by that date, then the Agreement shall be null and void. 1.3. Earnest Money Deposit. Ten (10) days after the Effective Date, Purchaser shall deposit with Seaver Title of Bloomfield Hill, Michigan (the "Title Company"), the sum of twenty-five thousand dollars and no cents ($25,000.00) ("Deposit"). The Deposit shall be held in an interest bearing account. The Deposit and the interest accrued shall be applied toward the purchase price at the time of Closing, if the sale is consummated or shall be disbursed to Seller or Purchaser in accordance with the terms of this Agreement. 1.4. Payment of Balance of Purchase Price. This is a cash sale. At the time of Closing, after applying the Deposit plus any interest, the balance of the purchase price minus any costs adjusted at closing shall be wired by Purchaser to Title Company, who shall disburse the Seller's proceeds to Seller's bank. 1.5. Broker's Fee. Purchaser, under a separate agreement, shall be responsible for and pay all brokers' fees due to Purchaser's broker, Landmark Commercial Services in connection with the conveyance of the Premises. 1.6. Building Remediati on. Seller shall perform the remediation to the Premises set forth in Exhibit B ("Remediation Work"). Seller shall use its best efforts to complete the remediation prior to the Closing Date, but in all events will complete the same within thirty (30) days after the Closing Date, Exhibit B is fully incorporated into this Version 02-24-14 1 Agreement. All Remediation Work shall be performed in full compliance with all applicable laws. 2. TITLE CONVEYED. 2.1. Form of Conveyance. At Closing, Seller shall convey marketable title to the Premises to Purchaser by warranty deed showing no exceptions, except for the "Permitted Exceptions" (as defined in Section 4). 2.2. Personal Property. All personal property located at or in the Premises at the time of closing shall become the property of Purchaser, including but not limited to, improvements, fixtures, equipment, and other items of personalty used in connection with the Premises, except for the generator and fiber optic hub located on the Premises Seller shall remove the generator and shall remove and relocate fiber optic hub prior to closing and repair any damage caused by such removal, at its sole cost, provided, however, that prior to closing, Seller may request in writing an additional sixty (60) days to remove and relocate the fiber optic hub. 2.3. The Premises shall include all tenements, hereditaments, privileges and appurtenances belonging or in any way appertaining to the Premises including the following: (1) all future land division rights (2) 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, (3) all water, air, riparian and mineral rights, and (4) all assignable licenses, franchises, rights and governmental or other permits, authorizations, consents and approvals, which are necessary to own and/or operate the Premises, to the extent that the same are legally assignable. The Premises shall also include the 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 improvements, fixtures and personal property on or about the Premises. 2.4. After Seller's written acceptance of this Agreement, Seller shall not lease, assign, or grant a security interest or other lien that would encumber the Premises after closing, unless approved in writing by Purchaser. Seller warrants that any lease, assignment, security interest or other lien that would encumber the Premises shall be terminated prior to Closing or satisfied out of the consideration transferred at the time of Closing. 2.5. The Parties agree that at the time of closing they will enter into a separate easement for the location of the fiber optic hub on the Premises. The Seller shall pay for a survey to specifically define the easement, but the easement shall be located in the parking lot for the Premises and shall not exceed four thousand and three hundred (4,300) square feet. The easement shall be for the location, operation and maintenance of the fiber optic hub, for ingress and egress to the fiber optic hub and Version 02-24-14 2 for utilities to operate the fiber optic hub. Given that this fiber optic hub is a central part of Seller's public safety communication system, there shall be no charge to Seller for this easement. 3. TITLE COMMITMENT/INSURANCE. 3.1. Ten (10) days after the Effective Date, Seller shall obtain from the Title Company, a commitment for an ALTA Owner's Policy of Title Insurance in the amount of the total purchase price (the "Commitment"). The Commitment shall be issued by the Title Company, without standard exceptions, and shall bear a date later than the Effective Date, wherein the Title Company is to insure the title to the Premises in the condition required herein. 3.2. At the time of Closing, a Policy of Title Insurance shall be issued (in the name of Purchaser) pursuant to the Commitment. 3.3. The cost of the Commitment and the Policy of Title Insurance shall be paid for by Seller. 3.4. Seller agrees to execute a standard form Owner's Affidavit at closing to assist in the Purchaser's efforts to obtain coverage without standard exceptions. In addition to the representations and warranties contained in said Owner's Affidavit, Seller agrees to execute an affidavit, if needed, indicating the following: (1) Seller is not on notice, whether actual or anticipated notice, of any pending claims against Seller that would affect the sale of the Premises, and (2) there are no court orders prohibiting the sale of the Premises. 4. TITLE OBJECTIONS. 4.1. Purchaser shall have fifteen (15) days after receipt of the Commitment to object to the condition of the title or that the title is not marketable, based upon written opinion of Purchaser's attorney (collectively "Title Defects"). 4.2. Upon written notice to Seller, that there are Title Defects (in the opinion of Purchaser's attorney), Seller shall have thirty (30) days from the date Seller is notified of such defect(s) to do one of the following (at Seller's sole option): (1) remedy the Title Defects, to Purchaser's satisfaction, at Seller's sole cost; (2) obtain, at Seller's sole cost and expense, a substitute commitment for title insurance insuring, in a manner satisfactory to Purchaser in Purchaser's sole discretion, Purchaser's title against such Title Defects; or (3) terminate this Agreement and refund the entire Deposit and interest to Purchaser. If this Agreement is terminated pursuant to this Section, Seller shall have no further liability to Purchaser. 4.3. If Seller fails to remedy the Title Defects or obtain a substitute commitment for title insurance within said period, Purchaser may do one of the following, at its sole option: (1) waive the claimed Title Defects and close subject to same, (2) defer the Version 02-24-14 3 closing until such time as the claimed Title Defects can be remedied, if such defects can be remedied within thirty (30) days, or (3) terminate this Agreement and receive a full refund of the Deposit and interest. 4.4. If Seller remedies the Title Defects or obtains a title policy within the time period, Purchaser shall complete the sale of the Premises within fifteen (15) days of written notification thereof, but no sooner than the Closing Date specified herein. 4.5. For all purposes under this Agreement, all matters appearing on the Commitment and the New Survey which are not objected to by Purchaser shall be deemed "Permitted Exceptions." 5. INSPECTION PERIOD AND DUE DILIGENCE INVESTIGATIONS. 5.1. Inspection Period and Due Diligence Investigation/Examination. Purchaser shall have thirty (30) days after the Effective Date to conduct due diligence property investigations/examinations of the Premises ("Inspection Period"), including but not limited to the following: (1) physical inspection of the Premises, (2) testing of all aspects of the Premises, (3) above and below ground environmental assessment, (4) building inspection, (5) review of easements and restrictions of record, (6) investigation of availability and condition of utility/sewer services, and (7) review of any applicable zoning, building and use restriction. Upon written notice to Seller and prior to the expiration of the initial Inspection Period, Purchaser shall have the right to extend the initial Inspection Period thirty (30) days. 5.2. Survey. 5.2.1. Seller shall, at its expense, obtain an ALTA/ACSM boundary survey of the Premises ("New Survey"). 5.2.2. Purchaser shall have fifteen (15) days from the receipt of the New Survey to determine if it matches the Premises described in Exhibit A. If in the written opinion of Purchaser's attorney, the New Survey does not match the Premises described in Exhibit A, Seller (at its sole cost) shall have thirty (30) days from the date Seller is notified, in writing, of the particular defect(s), to remedy the defects to Purchaser's satisfaction. 5.2.3. If Seller fails to or cannot remedy the defects, Purchaser may do any of the following, at its sole option: (1) waive the defects and close subject to same, (2) defer the closing until such time as the defect(s) can be remedied, if such defects can be remedied within thirty (30) days, or (3) terminate this Agreement and receive a full refund of the Deposit and interest. If Seller remedies the defects, then Purchaser shall complete the sale of the Premises within fifteen (15) days of written notification thereof, but no sooner than the Closing Date specified herein. Version 02-24-14 4 5.2.4. If this Agreement is terminated pursuant to this Section, Seller shall have no further liability to Purchaser. 5.3. During the Inspection Period or any extension thereof, Purchaser may perform any other investigations that it, in its sole discretion, shall deem appropriate. 5.4. No later than three (3) days after the Effective Date, Seller shall turn over to Purchaser copies of any and all documents and information Seller has concerning the Premises, including but not limited to, wetland reports, environmental reports, surveys, soil reports, easements, deed restrictions, past title commitments, etc.... Should Seller delay in turning over the above-referenced documents/information, then the Inspection Period shall extend one day for each day such documents/information is not turned over to Purchaser. 5.5. Nothing in this Agreement will prohibit the Parties from modifying or extending the date for closing if such changes are necessary based upon the due diligence property investigations. Such modification or extension must be in writing and signed by both Parties. The modification or extension of the closing date, on behalf of Seller, shall be made by the Director of Facilities Management or his or her successor. 5.6. Notwithstanding any other tei in of this Agreement, during or upon the expiration of the Inspection Period or extension thereof, Purchaser may terminate this Agreement, in its sole and absolute discretion, by giving written notice to Seller that it is not satisfied with the condition of the Premises, as evidenced by the due diligence investigations. If Purchaser terminates this Agreement pursuant to this Section, Purchaser shall receive a full refund of the Deposit and interest. If Purchaser terminates this Agreement after the expiration of the Inspection Period or extension thereof, and provided that Seller is not in default hereunder, Purchaser shall forfeit the entire Deposit and interest to Seller as Seller's sole and exclusive remedy, and Purchaser shall not be entitled to any portion of the Deposit and interest. 5.7. This Agreement is contingent upon the due diligence investigations and requirements set forth in this Section. 6. CLOSING, AND CLOSING DOCUMENTS. 6.1. Purchaser and Seller shall complete the sale within fifteen (15) days of the expiration or waiver by Purchaser of the Inspection Period or the extension thereof ("Closing Date"). 6.2. The closing shall be held at the offices of the Title Company. The Title Company will prepare the necessary documents for signatures. 6.3. Seller, at least five (5) days prior to closing, shall submit to Purchaser all closing documents required for this sale. Version 02-24-14 5 6.4. Seller shall sign and deliver at closing, a statutory form warranty deed conveying fee simple absolute title to the Premises inclusive of all minerals rights or royalties, if any, (pursuant to Michigan law) in the condition required by this Agreement and a Non-Foreign Persons Affidavit. 6.5. All financial encumbrances upon the Premises shall be paid and discharged by Seller prior to closing or shall be paid and discharged using the purchase money for the Premises. 6.6. Seller shall pay for the recording of the Warranty Deed, any notary fees, and the property transfer tax, if any. 6.7. At the closing, 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. 6.8. If needed at the closing, Seller will sign a Certificate of Accuracy, regarding the Representations made by Seller in Section 12. 6.9. Seller and Purchaser will sign and/or prepare any other documents necessary to complete the sale and transfer of the Premises. 6.10. Current property taxes shall be prorated on the due date basis of the taxing authority, on the basis of a three-hundred sixty-five (365) day year; Seller being responsible for taxes up to and including the date of closing. 7. TAX DEFERRED EXCHANGE (SECTION 1031). If Purchaser shall desire to structure 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. 8. POSSESSION. Purchaser shall have possession of the Premises on the date closing is complete. 9. RIGHT OF ENTRY AND ACCESS. 9.1. During this Agreement, Purchaser, its employees and its agents shall have the right to enter and access the Premises at reasonable times for the purpose of surveying, testing, perfoirning environmental impact studies, site planning, and other inspections or testing Purchaser deems necessary or desirable to determine if the Premises are suitable for Purchaser's use. 9.2. All inspections or testing, inside or outside the Premises, shall be coordinated with Seller. Purchaser, its employees, or its agents shall be accompanied inside the building by Seller or Seller's representative during inspections or testing. Version 02-24-14 6 9.3. In the event that this sale does not take place, Purchaser, at its own expense, shall restore the Premises to substantially the same condition that existed on the Effective Date; to the extent such restoration is necessary due to Purchaser's or its agent's actions. 10. DEFAULT OF SELLER. In the event Seller shall default in the performance of its obligations herein, Purchaser, in addition to other remedies provided by law, may, in its sole discretion, elect to proceed under either 10.1 or 10.2, but not both. 10.1. Purchaser may specifically enforce this Agreement and require specific performance of this Agreement by judicial decree; or 10.2. Purchaser may terminate this Agreement and receive a full refund of the Deposit and interest. 11. DEFAULT OF PURCHASER. In the event Purchaser shall default in the performance of its obligations herein, Seller, in addition to other remedies provided by law, may, in its sole discretion, elect to proceed under either 11.1 or 11.2, but not both. 11.1. Purchaser may specifically enforce this Agreement and require specific performance of this Agreement by judicial decree; or 11.2. Purchaser may terminate this Agreement and receive a full refund of the Deposit and interest. 12. WARRANTIES BY SELLER. Seller represents and warrants the following to Purchaser: 12.1. 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 Seller has to any third parties; 12.2. Seller is the fee simple owner of the Premises and will discharge any liens or other encumbrances prior to closing; 123. To the best of Seller' s knowledge, the legal description set forth in Exhibit A is an accurate description of the Premises and does not include any adjacent or contiguous land owned by Seller or any third party; 12.4. There are no leases, rights of first refusal, contracts, or other agreements of any kind with respect to the Premises, which would impair Purchaser's right to receive fee title absolute; 12.5. To the best of Seller's knowledge, there are no lawsuits, actions, or proceedings pending or threatened by any party, including governmental authorities or agencies, against or involving the Premises which would affect Seller's ability to convey the Premises; Version 02-24-14 7 12.6. To the best of Seller's knowledge there are no: 12.6.1. planned or commenced public improvements that might result in special assessments or otherwise directly and materially affect the Premises; 12.6.2. government agency or court orders requiring corrections of any existing conditions; and 12.6.3. requests by an insurer or a mortgagee of the Premises requiring correction of any existing conditions; and 12.7. To the best of Seller's knowledge, Seller has not used the Premises for the purpose of disposing, refining, generating, manufacturing, producing, storing, handling, treating, transferring, processing or transporting Hazardous Materials. As used in this Agreement, the term "Hazardous Materials" shall mean any hazardous or toxic substances, wastes or materials, or flammable explosives, including, without limitation, (i) asbestos containing material; (iv) lead-based paint; (ii) polychlorinated biphenyl; (iii) radioactive material; (iv) urea formaldehyde; (v) radon gas; and (vi) biological materials causing adverse health effects, and (vii) 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 Environmental Protection Act, and all rules, regulations and policies promulgated thereto (collectively, the "Environmental Laws"). 12.8. To the best of Seller's knowledge there are no unrecorded building or use restrictions, easements or any other agreements effecting the Premises, other than as disclosed to Purchaser in writing. 12.9. The representations, warranties and covenants of Seller contained herein are correct and shall be fully performed as of the Closing Date and shall survive the closing on the Closing Date. 13. WARRANTIES BY THE PURCHASER. Purchaser warrants the following to Seller: Purchaser has full authority and funding to enter into and perform this Agreement in accordance with its conditions. 14. PURCHASER'S ACKNOWLEDGMENTS. Except as otherwise provided in this Agreement, Purchaser acknowledges the following; (1) Seller has made no representations or warranties with respect to the Premises; (2) the inspection rights set forth in this Agreement are sufficient to enable Purchaser to inspect the Premises to determine if they are satisfactory to Purchaser; and (3) that the Premises are sold "AS IS." Version 02-24-14 8 15. RISK OF LOSS. No risk of loss shall pass to Purchaser prior to closing. 16. LIABILITY. 161 Purchaser 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, pertaining to the Premises (including reasonable attorney fees) arising after closing, except those losses, claims, suits, causes of action, litigation, or other demands for damages, arising 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 or while on the Premises. 16.2. Seller shall be responsible for paying any and all judgments, damages awarded, costs and expenses (including reasonable 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 pertaining to the Premises prior to the closing or that arise out of the acts of Seller, its agents, or its employees. 17. CONDEMNATION/EMINENT DOMAIN. 17.1. In the event that all or any portion of the Premises shall be taken by the exercise of eminent domain or condemnation proceedings prior to closing, Purchaser may, at its option, terminate this Agreement by giving written notice to Seller. If Purchaser elects to terminate this Agreement as a result of a condemnation proceeding or exercise of eminent domain, then Purchaser shall receive a full refund of the Deposit and interest. In the event of such a termination, this Agreement shall be null and void and the Parties shall have no further rights or obligations under this Agreement. 17.2. If Purchaser does not elect to terminate this Agreement in the event of the exercise of eminent domain or condemnation, Purchaser shall accept title to the Premises without any reduction of the purchase price and Seller shall assign to Purchaser at closing all of Seller's right, title, and interest in and to any resulting condemnation award. 18. NOTICE. Any notice, request, demand, consent, approval or other communication given hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, addressed to the other Party at its address as set forth below sent by facsimile transmission at the facsimile number below: Seller: Property Management Specialist County of Oakland Department of Facilities Management One Public Works Dr. Waterford, Michigan 48328 Fax: With a Copy: Oakland County Corporation Counsel Version 02-24-14 9 1200 North Telegraph Road, Dept. 419 Pontiac, Michigan 48341 Fax: Purchaser: Omar Amrnori 40700 Woodward Ave Ste 250 Bloomfield Hills, MI 48304 Fax: (248) 865-0901 With a copy to: Burt S. Kassab, Esq. Kulien and Kassab, P.C. 31000 Northwestern Hwy, Suite 100 Farmington Hills, Michigan 48334 Fax: (248) 538-2201 18.1. Any Party may change its address for notice by providing notice as required by this Section, Any notice by either Party shall be sufficient if signed on behalf of said Party by any elected or appointed official thereof 19. TIME OF THE ESSENCE. Time is of the essence for this Agreement. 20. COMPLIANCE WITH LAWS. The Parties shall comply with all federal, state, and local laws, statutes, ordinances, and regulations, applicable to their activities under this Agreement. 21. NO IMPLIED WAIVER. Absent a written waiver, no act, failure to act, or delay to act by a Party to pursue or enforce any right or remedy under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 22. SEVERABILITY. If a court of competent jurisdiction finds a term, condition, or provision of this Agreement to be illegal or invalid, then the term, condition, or provision shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force and effect. 23. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning and shall not be interpreted to limit or modify any substantive provisions of this Agreement. Any use of the singular or plural Version 02-24-14 10 number, any reference to the male, female, or neuter genders, and any possessive or nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 24. AGREEMENT MODIFICATIONS OR AM ENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and signed by both Parties. 25. GOVERNING LAWS/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any claim arising under or related to this Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. The choice of forum set forth above shall not be deemed to preclude the enforcement of any judgment obtained in such forum or taking action under this Agreement to enforce such judgment in any appropriate jurisdiction. 26. ENTIRE AGREEMENT. This document represents the entire agreement and understanding between the Parties. This Agreement supersedes all other prior oral or written understandings, communications, agreements or contracts between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. Version 02-24-14 11 WITNESSED BY: SELLER: County of Oakland a Michigan Municipal and Constitutional Corporation By: Michael J. Gingen, Chairperson Oakland County Board of Commissioners The Agreement was acknowledged before me in Oakland County, Michigan on this day of , 20 by , Notary Public Oakland County, Michigan Acting in Oakland County, Michigan. My Commission expires: WITNESSED BY: PURCHASER(S): The Agreement was acknowledged before me in Oaldand County, Michigan on this day of , 20 by , Notary Public Oakland County, Michigan Acting in Oakland County, Michigan. My Commission expires: Version 02-24-14 12 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 Version 02-24-14 13 FISCAL NOTE (MISC. #14035) March 6, 2014 BY: FINANCE COMMITTEE, TOM MIDDLETON, CHAIRPERSON IN RE: DEPARTMENT OF FACILITIES MANAGEMENT/DEPARTMENT OF CORPORATION COUNSEL — APPROVAL OF PURCHASE AGREEMENT FOR SALE OF WEST OAKLAND OFFICE BUILDING IN WALLED LAKE, MICHIGAN TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XLI-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 Samara Property Management LLC for the sum of $603,000. 2. The sale price includes a $23,000 offset (original sale price of $626,000, less $23,000) for future lead and cadmium remediation needed in the building. 3. A $25,000 deposit will be paid to Seaver Title of Bloomfield Hills, Michigan and both deposit and accrued interest shall be applied toward the purchase price at closing. 4. The Purchaser as stated in the Purchase Agreement is responsible for all broker's fees in connection with the conveyance of the property. 5. The closing costs for the County are estimated at $13,780 and include cost of Commitment and Policy of Title Insurance, recording of the Warranty Deed, any notary fees, and property transfer tax, if any. 6. The sale proceeds will first be used to reimburse departmental costs related to the sale of building. 7. These costs include reimbursement to the General fund of $76,482 for relocation costs for staff/operations, surveys, and a site assessment; estimated Costs of $150,000 for relocation of the IT OakNet fiber hub; and $2,874 for remediation of asbestos containing materials will also be covered by proceeds from sale of building. 8. The estimated remaining proceeds of $359,864 for the sale will be receipted in the Building improvement Fund (#40100) in the Sale of Land and Building Revenue Account (#670684) and will be used as a funding source for other Capital Improvement Program projects. General Fund #10100 Revenues: 9010101-196030-670570 1040801-140020-670570 9010101- 196030-665882 Total Revenues FY 2014 Refund Prior Year Exp Refund Prior Year Exp Planned Use of Fund Balance $62,093 $14,389 f$76,4821 $ -0- FINANCE COMMITTEE VOTE: Motion carried unanimously on a roil call vote with Long and Quarles absent. Resolution #14035 March 6, 2014 Moved by Dwyer supported by Jackson 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, Taub, Weipert, Woodward, Zack, Bosnic, Crawford. (20) 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). I HEREBY APPROVE THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE 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 6, 2014, 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 6 th day of March 2014.