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HomeMy WebLinkAboutResolutions - 2016.02.17 - 22203MISCELLANEOUS RESOLUTION it16022 February 4,2016 BY: Planning and Building Committee, Philip Weipert, Chairperson IN RE: PARKS AND RECREATION — ACQUISITION OF A 40.2 ACRE PARCEL LOCATED AT 8545 HIGHLAND ROAD IN WHITE LAKE, MICHIGAN FROM THE GIRLS SCOUTS OF SOUTHEASTERN MICHIGAN FOR THE EXPANSION OF WHITE LAKE OAKS COUNTY PARK To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the Oakland County Parks and Recreation Commission has identified priorities for acquisition of land that are contiguous to existing parks; and WHEREAS acquiring parcels next to parks for expansion will provide county-wide recreational experiences and protect natural resources; and WHEREAS this priority is established within the Parks and Recreation 5- year Recreation Plan; and WHEREAS the Girl Scouts of Southeast Michigan owns 47.5 acres of property at 8545 Highland Road in White Lake, Michigan, adjacent to White Lake Oaks County Park and is willing to convey 40.2 acres to Oakland County for $1.00 plus closing cost (see attached Purchase Agreement); and WHEREAS the Girls Scouts plan to retain 7.3 acres with the current building and parking lot that has frontage on Highland Road (M-59); and WHEREAS the acquisition of the 40.2 acres will benefit White Lake Oaks (currently 196 acres) with expansion potential, protect additional natural resources, and potentially provide trail and/or kayak access to the upper Huron River watershed; and WHEREAS the acquisition of this property will provide an opportunity to serve as mitigation of land for conversions of MDNR grant-assisted areas in Addison Oaks and Independence Oaks; and WHEREAS the Oakland County Parks and Recreation Commission has reviewed and recommends approval of the attached Purchase Agreement; and WHEREAS the Department of Facilities 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 authorizes the attached Purchase Agreement between the County and the Girl Scouts of Southeast Michigan. BE IT FURTHER RESOLVED that the Board of Commissioners hereby directs its Chairperson or his Designee to execute the attached Purchase Agreement and all other related documents between the County and the Girl Scouts of Southeast Michigan. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote. MISCELLANEOUS RESOLUTION #16022 IN RE: PARKS AND RECREATION — ACQUISITION OF A 40.2-ACRE PARCEL LOCATED AT 8545 HIGHLAND ROAD IN WHITE LAKE, MICHIGAN FROM GIRL SCOUTS OF SOUTHEASTERN MICHIGAN FOR THE EXPANSION OF WHITE LAKE OAKS COUNTY PARK To the Oakland County Parks and Recreation Commission Chairperson, Ladies and Gentlemen: WHEREAS the Oakland County Parks and Recreation Commission has identified priorities for acquisition of park lands to provide county-wide recreational experiences and protect natural resources within the adopted 2013-2017 5-year Recreation Plan; and WHEREAS the Oakland County Parks and Recreation Commission has identified and established priorities for acquisition or management of land to provide trail and/or green infrastructure connectivity within the adopted 2013-2017 5-year Recreation Plan; and WHEREAS the Girl Scouts of Southeast Michigan owns 47.5 acres of property at 8545 Highland Road in White Lake, Michigan adjacent to White Lake Oaks County Park and is willing to convey 40.2 acres to Oakland County pursuant to the terms and conditions contained in the attached Purchase Agreement; and WHEREAS the acquisition of the 40.2 acres aligns with the 2013-2017 5-year Recreation Plan, NOW THEREFORE BE IT RESOLVED that the Oakland County Parks and Recreation Commission hereby requests the Oakland County Board of Commissioners approve the attached Purchase Agreement for a 40.2-acre parcel located at 8645 Highland Road in White Lake, Michigan 48386 from the Girl Scouts of Southeastern Michigan, pursuant to the terms and conditions outlined in the Purchase Agreement. BE IT FURTHER RESOLVED that the Oakland County Parks and Recreation Commission hereby requests the Board of Commissioners direct it's Chairperson or designee to execute said Purchase Agreement on behalf of the County of Oakland. Date: January 12, 2016 Moved by: Mr. Scott Supported by: Mr. Baumhart Ayes: Baumhart, Fisher, Fowkes, Kostin, McGillivray, Nash, Scott, VanderVeen (8) Nays: (0) Motion carried on a unanimous voice vote. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") made and entered into this day of , 201 , (the "Effective Date") by and between GIRL SCOUTS OF SOUTHEASTERN MICHIGAN, a Michigan non-profit corporation, formerly known as Girl Scouts of Macomb Otsikita Council, Inc., successor by merger to Girl Scouts of Metro Detroit (formerly known as Michigan Metro Girl Scout Council); Girl Scouts Fair Winds Council, Inc.; Girl Scouts of Macomb County - Otsikita Council Inc.; and Girl Scouts - Michigan Waterways Council, Inc., whose address is 500 Fisher Building, 3011 West Grand Boulevard, Detroit, Michigan 48202 ("Seller") and the COUNTY OF OAKLAND, a Constitutional and Municipal Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341 ("Purchaser"), for the purchase of a portion of the real property located at 8545 Highland Road, in White Lake Township, Oakland County, Michigan specifically depicted and described in Exhibit A (hereinafter referred to as "Property" or "Remainder") including all rights, title, interests, and mineral rights or mineral royalty interest in the Property. RECITALS A. Seller is the owner of a certain parcel of real property containing approximately 47.5 acres of land, commonly known as 8545 Highland Road, White Lake Township, Oakland County, Michigan, Parcel ID No.: 12-24-126-008 (the "Parent Parcel"), B. Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, the Property, which consists of approximately 40.2 acres of the Parent Parcel as depicted and described on Exhibit A, according to the terms and conditions set forth in this Agreement. C. In connection with the conveyance of the Property, Seller will retain approximately 7,3 acres of the Parent Parcel ("Parcel A") as depicted and described on Exhibit A. D. Portions of the land comprising Parcel A are subject to a reverter contained in the deed recorded May 19, 2000 at Liber 21407, Page 491, Oakland County Register of Deeds (the "Reverter"). E. Purchaser owns the real property located immediately adjacent to the East of the Property and to the South and East of Parcel A ("Purchaser's Neighboring Property"). F. As part of the consideration for the conveyance of the Property, Purchaser agrees to release the Reverter that affects Parcel A and convey to Seller a parcel of land containing approximately 9,796 square feet, or 0,22 acres, of Purchaser's Neighboring Property ("Parcel B"), as depicted and described on Exhibit A. G. The real property, including the Parent Parcel, the Property, Parcel A, and Parcel B, 1 Final Version 203575258,5 07276/099068 subject to this Agreement is depicted and described in Exhibit A, attached hereto, Exhibit A is incorporated into this Agreement, NOW, THEREFORE, Seller and Purchaser agree as follows: 1. PURCHASE PRICE/DEPOSIT/OTHER COSTS OR FEES. Li. Consideration. For the conveyance of the Property by Seller, the Purchaser shall do the following: shall pay one dollar ($1.00) to Seller; release the Reverter; and transfer Parcel B to Seller via Quit Claim Deed. 1.2. Release of Reverter. At the time of Closing (as hereinafter defined) for the Property, the Parties shall execute the Reverter Release and Waiver Agreement attached as Exhibit B to this Agreement. Exhibit B is incorporated into this Agreement, LI Approval of Agreement, 1.3.1. County Board Approval. This Agreement is contingent upon approval by the Oakland County Board of Commissioners, If the Oakland County Board of Commissioners does not approve and execute this Agreement, then the Agreement shall be null and void. 1.3,2. Seller's Board Approval. Seller has submitted the terms of the transactions contemplated by this Agreement to the GSSEM Board of Directors for review. GSSEM's Board held a meeting on October 13, 2015 in which it considered the terms and Voted to approve of the transactions contemplated by this Agreement. 1.4. Earnest Money Deposit. There is no earnest money deposit required under this Agreement. 1.5. Real Estate Commissions, Each Party represents and warrants to the other that it has not authorized any broker or finder to act on its behalf in connection with the transactions contemplated by this Agreement and that it has not dealt with any broker or finder purporting to act on behalf of any other party. Notwithstanding anything to the contrary contained herein, the terms of this paragraph shall survive Closing and the delivery of the Covenant Deed for the Property or any termination of this Agreement and shall not merge into nor become part of said Covenant Deed. 2. SELLER AND PURCHASER REPRESENTATION. 2.1. Seller Representation. Seller represents that no reversion has occurred concerning Parcel A and Seller has at no time ceased to use Parcel A for scouting activities. 2 Final Version 203575258.5 07276/099068 Seller represents that it has not assigned or attempted to assign or convey its interest in Parcel A. 2.2, Purchaser Representation. Purchaser agrees that Seller has not taken any actions to cause a reversion of Parcel A and Seller has at no time ceased to use Parcel A for scouting activities. Purchaser agrees that Seller has not assigned or attempted to assign or convey its interest in Parcel A. 3. TITLE CONVEYED. 3.1. Form of Conveyance. At Closing, Seller shall convey marketable title to the Property to Purchaser by Covenant Deed showing no exceptions, except for the "Permitted Exceptions" (as defined in Section 5). 32. The Property shall include all tenements, hereditaments, privileges and appurtenances belonging or in any way appertaining to the Property including the following: (1) the right to make two (2) land divisions under Section 108 of the Land Division Act, Act No. 288 of the Public Acts of 1967, as amended, (2) all water, air, riparian and mineral rights, if any, without any representation or warranty of title to such rights by Seller, (3) the use of appurtenant easements, whether or not of record, strips and rights of way abutting, adjacent, contiguous or adjoining the Property, 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 Property, to the extent that the same are legally assignable. 3.3. The Parties acknowledge that the Property shall not have direct access to Highland Road through Parcel A, unless provided for in a separate written agreement between the Parties. The Parties further acknowledge and agree that Purchaser owns fee simple title to the real property located immediately adjacent to the East of the Property, 3.4. 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 Property after Closing, unless approved in writing by Purchaser. Seller warrants that any lease, assignment, security interest, or other lien that would encumber the Property shall be terminated prior to Closing, 4. TITLE INSURANCE. 4.1. Purchaser shall be responsible for obtaining and paying for the commitment of title insurance covering the Property (the "Title Commitment"), the final policy of title insurance covering the Property (the "Title Policy"), any related title search fees in connection with the Title Commitment and Title Policy, and any endorsements to the Title Policy, from Seaver Title Agency, 42651 Woodward Avenue, Bloomfield Hills, 3 Final Version 203575258.5 07276/099068 MI 48304, Attn: Tina Easley (the "Title Company"). Purchaser shall obtain the Title Commitment within fourteen (14) days of the Effective Date and deliver same and all vesting deeds and exception documents to Seller. 4.2, 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, The Owner's Affidavit shall be in substantially the same form as that attached hereto as Exhibit C. In addition to the representations and warranties contained in the Owner's Affidavit, Seller agrees to execute an affidavit 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 Property and (2) there are no court orders prohibiting the sale of the Property, 4,3. Seller shall be responsible for obtaining and paying for the commitment of title insurance covering Parcel B ("Seller's Title Commitment"), the final policy of title insurance covering Parcel B ("Seller's Title Policy"), any related title search fees in connection with Seller's Title Commitment and Seller's Title Policy, and any endorsements to Seller's Title Policy, from the Title Company. Seller shall obtain the Seller's Title Commitment within fourteen (14) days of the Effective Date. 5, TITLE OBJECTIONS, 5,1. Purchaser shall have fifteen (15) days after receipt of the Title Commitment to object to the condition of the title, based upon written opinion of Purchaser's attorney, that the title is not marketable or that the Property is not suitable for Purchaser's intended use (collectively "Title Defects"). 5.2. Upon written notice to Seller that, in the opinion of Purchaser's attorney, there are Title Defects, Seller shall have thirty (30) days from the date Seller is notified of such defect(s) to do one of the following: (1) remedy the Title Defects to Purchaser's satisfaction at Seller's sole cost or (2) obtain, at Seller's sole cost and expense, a substitute commitment for title insurance insuring, in a manner satisfactory to Purchaser, Purchaser's title against such Title Defects, Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller shall be under no obligation to quiet title with respect to the Property. 5.3, If Seller, for any reason in its sole discretion, fails to remedy the Title Defects or obtain a substitute commitment for title insurance within said period, Purchaser may do any of the following, at its sole option: (1) waive the claimed Title Defects and close subject to same, without any setoffs or adjustments to the consideration to be paid, (2) defer the Closing until such time as the claimed Title Defects can be remedied, if such defects can be remedied in a reasonable time, in which event 4 Final Version 203575258.5 07276/099068 Purchaser shall assume all costs, expenses and attorney fees in connection with the remedy of any Title Defects, or (3) terminate this Agreement. 5,4. For all purposes under this Agreement, all matters appearing on the Title Commitment and the New Survey which are not objected to by Purchaser shall be deemed "Permitted Exceptions." 6. INSPECTION PERIOD AND DUE DILIGENCE INVESTIGATIONS. 6.1, Inspection Period and Due Diligence Investigation/Examination. 6.1.1. Purchaser shall have ninety (90) days from the Effective Date ("Inspection Period") to conduct due diligence property investigations/examinations, including but not limited to the following: (1) physical inspection, (2) testing of all aspects of the Property, (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, (7) review of any existing service agreements, (8) review of any applicable zoning, building and use restriction, and (9) other examinations as set forth below (collectively, "Inspections"). 6,1.2, During the Inspection Period, Seller shall have the right to conduct due diligence property investigations/examinations of its own of Parcel B, including any and all Inspections that it deems, in its sole discretion, are desirable, 6.2. Survey. Purchaser shall, at its expense, obtain an ALTA/ACSM boundary survey of the Property ("New Survey"). Purchaser shall have fifteen (15) days from the receipt of the New Survey to determine if it matches the Property described in Exhibit A. If in the written opinion of Purchaser's attorney, the New Survey does not match the Property described in Exhibit A, Seller (at its sole cost) shall have thirty (30) days from the date Seller is notified, in writing s of the particular defect(s), to remedy the defects to Purchaser's satisfaction. 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, without any setoffs or adjustments to the consideration to be paid, (2) defer the Closing until such time as the defect(s) can be remedied, in which event Purchaser shall assume all costs, expenses and attorney fees in connection with the remedy of the defect(s), or (3) terminate this Agreement, 6,1 Phase I Environmental Assessment. 6.31 Purchaser shall, at its expense, obtain a Phase I Environmental Site Assessment performed consistent with applicable ASTM standards ("Phase 5 Final Version 203575258.5 07276/099068 1") of the Property. If the Phase 1 discloses no environmental concerns, then the Parties will proceed to Closing pursuant to Section 9. 6,3,2, Seller may, at its expense, obtain a Phase 1 of Parcel B during the Inspection Period. 6.3.3. If the Phase 1 of the Property obtained by Purchaser reveals any contamination that would cause the Property to be a Facility under Part 201 of the Michigan Natural Resources Enviroiunental Protection Act (MCL 324,20101et, seq.) (hereinafter Part 201), then Purchaser may do any of the following, at its sole option and cost: (1) terminate this Agreement or (2) • commission a Phase II Environmental Site Assessment ("Phase II"), at Purchaser's expense. Purchaser shall notify Seller within fifteen (15) days after receipt of the Phase 1 if it elects to terminate this Agreement or perform a Phase II, In either event, Purchaser shall provide a copy of the Phase 1 of the Property to Seller. 6.3.4, If Purchaser elects to perform a Phase II, then the Inspection Period shall automatically extend for an additional ninety (90) days from the date Purchaser notified Seller of such election, If Purchaser is not satisfied with the results of the Phase II, for any reason, then Purchaser may terminate this Agreement. Whether Purchaser elects to terminate this Agreement or not, Purchaser shall provide a copy of the Phase II to Seller. 6,4. Purchaser and Seller may each perform any other investigations that they, in their sole discretion, each deem appropriate, 6,5. Seller shall, no later than ten (10) business days after the Effective Date, turn over to Purchaser copies of any and all documents and information Seller has concerning the Property, including but not limited to, wetland reports, environmental reports, surveys, soil reports, easements, deed restrictions, 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. Notwithstanding the foregoing, Purchaser acknowledges that Seller does not have in its possession any prior title commitments or title policies and that any such documents are missing and cannot be located. 6.6. Purchaser shall, no later than ten (10) business days after the Effective Date, turn over to Seller copies of any and all documents and information Purchaser has concerning Parcel B, including but not limited to, wetland reports, environmental reports, surveys, soil reports, easements, deed restrictions, past title commitments, etc.... 6 Final Version 203575258,5 07276/099068 6.7. 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. 6,8. Purchaser may terminate this Agreement at any time prior to the expiration of the Inspection Period, in its sole discretion, by giving written notice to Seller that it is not satisfied with the condition of the Property, as evidenced by the Inspections. 6.9. Intentionally deleted. 6,10. This Agreement is contingent upon the Inspections and requirements set forth in this Section, 6.11. Within five (5) business days from the receipt of a written request from Seller, Purchaser shall provide Seller with copies of the Survey (as defined below) and all inspection reports, including but not limited to the Phase 1 and Phase II environmental reports as discussed above, and all title documents provided to Purchaser by the Title Company, including, but not limited to the vesting deed(s) for the Property and all underlying documents listed as exceptions in Schedule B of the Title Commitment, Purchaser shall also provide Seller with any and all filings and communications, if any, with the Township of White Lake ("Township"). 7, LAND DIVISION. 7.1. Purchaser shall apply for and process with due diligence a tax parcel split/land division (as applicable) of the Parent Parcel (as described in Exhibit A) from the Township requesting one of the resulting parcels to consist entirely of the Property ("Land Division"). Purchaser shall also obtain an ALTA survey at its expense of the Parent Parcel in form and substance satisfactory to (i) the Township in order to obtain the Land Division, (ii) in order for the Title Company to remove the standard exceptions, and (iii) Seller, with respect to the location of the boundary line for the Land Division ("Survey"). Purchaser shall be responsible for all costs and expenses arising from or related to the Land Division, including, but not limited to, the application for the Land Division and the Survey ("Land Division Costs"). The Survey shall be certified to the Seller, Purchaser, and the Title Company. 7.2. Purchaser shall apply for and process with due diligence a tax parcel split/land division (as applicable) from the Township of Purchaser's Neighboring Property requesting Parcel B be split off of Purchaser's Neighboring Property and combined with Parcel A to folin a single parcel owned by Seller ("Parcel B Land Division"). Purchaser shall also obtain an ALTA survey at its expense of Purchaser's Neighboring Property in form and substance satisfactory to (i) the Township in order 7 Final Version 203575258,5 07276/099068 to obtain the Parcel B Land Division, (ii) in order for the Title Company to remove the standard exceptions, and (iii) Seller, with respect to the location of the boundary line for the Parcel B Land Division (the "Parcel B Survey"), Purchaser shall be responsible for all costs and expenses arising from or related to the Parcel B Land Division, including, but not limited to, the application for the Parcel B Land Division and the Parcel B Survey (the "Parcel B Land Division Costs"). The Parcel B Survey shall be certified to the Seller, Purchaser, and the Title Company. 8. AS-IS CLAUSE. 8,1, EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT CLOSING, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PROPERTY OR ANY INFORMATION DELIVERED BY SELLER TO PURCHASER IN CONNECTION WITH THE PROPERTY. PURCHASER IS PURCHASING THE PROPERTY "AS IS," THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING AND NOT MERGE THEREIN OR INTO THE COVENANT DEED UPON DELIVERY THEREOF. 8.2. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED AT CLOSING, PURCHASER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO PARCEL B OR ANY INFORMATION DELIVERED BY PURCHASER TO SELLER IN CONNECTION WITH PARCEL B. SELLER IS ACQUIRING PARCEL B "AS IS." THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING. 9, CLOSING, AND CLOSING DOCUMENTS. 9,1. If this offer is accepted by the Oakland County Board of Commissioners pursuant to Section 1,3, and if Seller can convey title and comply with all of contingencies set forth in this Agreement, then the Parties shall complete the sale on a day and time as the Parties mutually agree that is within fifteen (15) days after the later to occur of (a) the expiration of the Inspection Period, or (b) the date which this Agreement is approved by the Oakland County Board of Commissioners (the "Closing"). 9.2, The Closing shall be held at the offices of the Title Company. The Title Company will prepare the necessary closing documents for signatures. Purchaser shall request that the Title Company shall submit to both Purchaser and Seller all closing documents required for this transaction at least five (5) days prior to Closing, 9.3, Seller shall sign and deliver at Closing a statutory foini Covenant Deed, in a form substantially the same as that attached hereto as Exhibit D, conveying fee simple 8 Final Version 203575258,5 07276/099068 absolute title to the Property inclusive of all minerals rights or royalties, if any, but without any warranty of title to such mineral rights and royalties, (pursuant to Michigan law) in the condition required by this Agreement and a Non-Foreign Persons Affidavit, 9.4. At Closing, Purchaser and Seller shall execute the Reverter Release and Waiver Agreement, attached as Exhibit B. 9,5. At Closing, Purchaser shall sign and deliver a Quit Claim Deed for Parcel B in a form substantially the same as that attached hereto as Exhibit E. 9,6, All financial encumbrances upon the Property shall be paid and discharged by Seller prior to Closing. 9.7. All financial encumbrances upon Parcel B shall be paid and discharged by Purchaser prior to Closing. 9.8. Purchaser shall pay for the recording of the Covenant Deed, the recording of the Quit Claim Deed, any notary fees, and the property transfer tax (revenue stamps), 9.9. At the Closing, Seller will sign an Owner's Affidavit on the Title Company's standard form, in form substantially the same as that attached hereto as Exhibit C, sufficient to permit the Title Company to delete the standard exceptions listed in Schedule B of the Title Commitment, 9.10. Seller and Purchaser will sign and/or prepare any other documents necessary to complete the sale and transfer of the Property and Parcel B. 9,11. 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 as if paid in advance; Seller being responsible for taxes up to and including the date of Closing. Purchaser and Seller acknowledge and agree that currently the Property is tax exempt. 10, POSSESSION. Purchaser shall have possession of the Property on the date Closing is complete. Seller shall have possession of Parcel B on the date Closing is complete. 11, RIGHT OF ENTRY AND ACCESS. 11.1, Purchaser's Right of Entry and Access. 11,1.1, During the Inspection Period, Purchaser and its employees and agents shall have the right to enter and access the Property at reasonable times for the purpose of conducting the Inspections, including surveying, testing, performing environmental impact studies, site planning, and other 9 Final Version 203575258.5 07276/099068 inspections or testing Purchaser deems necessary or desirable to determine if the Property are suitable for Purchaser's use. Solely in connection with Purchaser's access of the Property for the purposes of conducting the Inspections during the Inspection Period, Purchaser's right of access to the Property shall include a limited non-exclusive license to cross over such portions of Parcel A as are reasonably necessary to access the Property from Highland Road, 11,1,2, All inspections or testing, inside or outside the Property, shall be coordinated with Seller. Purchaser or its agents shall be accompanied inside the building by Seller during inspections or testing. 11.1.3, Immediately upon completion of each of its Inspections, Purchaser shall restore the Property to the equivalent condition that existed immediately prior thereto at its sole expense. Purchaser shall not allow or permit any liens or encumbrances to arise with respect to the Property as a result of such Inspections. 11.2, Seller's Right of Entry and Access. 11.2.1. During the Inspection Period, Seller and its employees and agents shall have the right to enter and access Parcel B at reasonable times for the purpose of conducting the Inspections, including surveying, testing, perfolining environmental impact studies, site planning, and other inspections or testing Seller deems necessary or desirable to determine if Parcel B is suitable for Seller's use, 11.2.2. All inspections or testing, inside or outside Parcel B, shall be coordinated with Purchaser. 11.2.3. Immediately upon completion of each of its Inspections, Seller shall restore Parcel B to the equivalent condition that existed immediately prior thereto at its sole expense. Seller shall not allow or permit any liens or encumbrances to arise with respect to Parcel B as a result of such Inspections. Seller shall comply with all federal, state and local laws and ordinances in conducting its investigations, reviews, studies or tests regarding Parcel B. 12. REMOVAL OF PERSONAL PROPERTY. Seller shall have the right to remove any Seller artifacts and historical items from the Property, 10 Final Version 203575258.5 07276/099068 13. 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 13.1 or 13,2, but not both. 13.1. Purchaser may specifically enforce this Agreement and require specific performance of this Agreement by judicial decree; or 13.2. Purchaser may terminate this Agreement. 14, DEFAULT OF PURCHASER. In the event Purchaser shall default in the performance of its obligations herein, Seller may terminate this Agreement in addition to any other remedies available at law or equity, including specific performance. 15, RISK OF LOSS. 15.1. No risk of loss shall pass to Purchaser prior to Closing. Except as otherwise provided in this Agreement, Purchaser acknowledges the following: (1) Seller has made no representations or warranties with respect to the Property; and (2) the inspection rights set forth in this Agreement are sufficient to enable Purchaser to inspect the Property to determine if they are satisfactory to Purchaser, 15.2, No risk of loss shall pass to Seller prior to Closing. Except as otherwise provided in this Agreement, Seller acknowledges the following: (1) Purchaser has made no representations or warranties with respect to Parcel B; and (2) the inspection rights set forth in this Agreement are sufficient to enable Seller to inspect Parcel B to determine if they are satisfactory to Seller, 16. WARRANTIES BY SELLER. Seller warrants to Purchaser and certifies the following by execution of this Agreement: 16.1. 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; Seller will provide Purchaser with any necessary resolutions, waivers and consents or other documents that verify Seller has the requisite authority; 16,2. Seller is the fee simple owner of the Property and will discharge any liens or other encumbrances prior to Closing; 16.3. To Seller's knowledge, the legal descriptions set forth on Exhibit A are an accurate description of the Parent Parcel, the Property, Parcel A and Parcel B and do not include any adjacent or contiguous land owned by Seller or any third Party; 11 Final Version 203575258.5 07276/099068 16.4, To Seller's knowledge, there are no leases, rights of first refusal, contracts, or other agreements of any kind with respect to the Property, which would impair Purchaser's right to receive fee title absolute; 16.5. To 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 Property which would affect Seller's ability to convey the Property; 16,6, Seller has no notice or knowledge of any of the following: 16,6.1. any planned or commenced public improvements that might result in special assessments or otherwise directly and materially affect the Property; 16.6.2, any government agency or court order requiring corrections of any existing conditions; and 16,6,3, any request by an insurer or a mortgagee of the Property requiring correction of any existing conditions; and 16.7. Seller has not used the Property 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, 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"). 17. WARRANTIES BY THE PURCHASER. Purchaser warrants the following to Seller: 17.1. Purchaser is a Michigan Constitutional and Municipal Corporation; 17.2. Purchaser has full authority and funding to enter into and perform this Agreement in accordance with its conditions, without breaching or defaulting on any obligation or commitment that Purchaser has to any third parties; Purchaser will provide Seller with any necessary resolutions, waivers and consents or other documents that verify Purchaser has the requisite authority; 17.3. Purchaser is the fee simple owner of Parcel B and will discharge any liens or other encumbrances prior to Closing, except for the encroachment on Parcel B by Seller; 12 Final Version 203575258.5 07276/099068 17.4. To Purchaser's knowledge, the legal descriptions set forth on Exhibit A are an accurate description of the Parent Parcel, the Property, Parcel A and Parcel B and do not include any adjacent or contiguous land owned by Purchaser or any third Party; 17.5. To Purchaser's knowledge, there are no leases, rights of first refusal, contracts, or other agreements of any kind with respect to Parcel B, which would impair Seller's right to receive fee title absolute; 17.6. To Purchaser's knowledge, there are no lawsuits, actions, or proceedings pending or threatened by any party, including governmental authorities or agencies, against or involving Parcel B which would affect Purchaser's ability to convey Parcel B; 17.7. Purchaser has no notice or knowledge of any of the following: 17,71 any planned or commenced public improvements that might result in special assessments or otherwise directly and materially affect Parcel B; 17,7.2. any government agency or court order requiring corrections of any existing conditions; and 17.7.3. any request by an insurer or a mortgagee of the Property requiring correction of any existing conditions; and 17.8. Purchaser has not used Parcel B for the purpose of disposing, refining, generating, manufacturing, producing, storing, handling, treating, transferring, processing or transporting Hazardous Materials, 18. SURVIVAL OF THE WARRANTIES. The warranties of the Parties contained in this Agreement shall survive for one (1) year after Closing, 19. QUIET TITLE. Seller shall be under no obligation to quiet title but shall cooperate with Purchaser if it elects to do so, at Purchaser's sole cost and expense. 20. INTENTIONALLY DELETED. 21. ASSIGNMENT. 21,1, Purchaser shall not have the right to assign its interest in this Agreement without Seller's advance written consent, which consent may be withheld in Seller's sole and absolute discretion, An assignment by Purchaser, if consented to by Seller, shall not relieve Purchaser of its obligations and liabilities under this Agreement. Additionally, it shall be a condition of any such assignment that the assignee assumes, in writing, all obligations of Purchaser hereunder. Seller's approval of any 13 Final Vetsion 203575258.5 07276/099068 assignment of Purchaser's interest in this Agreement shall not constitute a waiver of Seller's right to approve any subsequent assignments, 21.2. Seller shall not have the right to assign its interest in this Agreement without Purchaser's advance written consent, which consent may be withheld in Purchaser's sole and absolute discretion, An assignment by Seller, if consented to by Purchaser, shall not relieve Seller of its obligations and liabilities under this Agreement. Additionally, it shall be a condition of any such assignment that the assignee assumes, in writing, all obligations of Seller hereunder, Purchaser's approval of any assignment of Seller's interest in this Agreement shall not constitute a waiver of Purchaser's right to approve any subsequent assignments. 22, CONDEMNATION/EMINENT DOMAIN. 22.1. Condemnation of the Property. 22.1,1. In the event that all or any portion of the Property 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. 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, 22,1.2. 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 Property without any setoffs or adjustments to the consideration to be paid and Seller shall assign to Purchaser at Closing all of Seller's right, title, and interest in and to any resulting condemnation award. 22,2. Condemnation of Parcel B. 22.2.1. In the event that all or any portion of Parcel B shall be taken by the exercise of eminent domain or condemnation proceedings prior to Closing, Seller may, at its option, terminate this Agreement by giving written notice to Purchaser. 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, 22.2,2, If Seller does not elect to terminate this Agreement in the event of the exercise of eminent domain or condemnation, Seller shall accept title to Parcel B without any setoffs or adjustments to the consideration to be paid and Purchaser shall assign to Seller at Closing all of Purchaser's right, title, and interest in and to any resulting condemnation award, 14 Final Version 203575258.5 07276/099068 23. 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: Seller: Girl Scouts of Southeastern Michigan Attention: Bill Sengstock • 500 Fisher Building 3011 West Grand Boulevard • Detroit, Michigan 48202 Fax: (313) 870-2600 E-mail: hsengstock@gssem.org With a required copy to: Richard A. Sundquist Clark Hill PLC 500 Woodward Avenue, Suite 3500 Detroit, Michigan 48226 Fax: (313) 309-6827 E-mail: rsundquist@clarkhill.com Purchaser: Property Management Specialist • County of Oakland Department of Facilities Management One Public Works Dr. Waterford, Michigan 48328 248-858-5380 With a required copy to Corporation Counsel: Department of Corporation Counsel West Wing Extension, Building 14 East 1200 N. Telegraph Road, Department 419 Pontiac, MI 48341-0419 23.1. 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. 24. TIME OF THE ESSENCE. Time is of the essence for this Agreement. 25. 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. 26. 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 15 Final Version 203575258.5 07276/099068 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, 27. 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, 28, 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 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, 29. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and signed by both Parties. 30. 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, 31, 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. [SIGNATURE PAGES FOLLOW] 16 Final Version 203575258.5 07276/099068 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates indicated below. WITNESSED BY: PURCHASER; County of Oakland a Michigan Municipal and Constitutional Corporation By; Michael J. Gingell, Chairperson Oakland County Board of Coinmissioners The Agreement was acknowledged before me in Oakland County, Michigan on this , 20 by day of , Notary Public Oakland County, Michigan Acting in Oakland County, Michigan. My Commission expires; [SIGNATURES CONTINUE ON NEXT PAGE] 17 Final Version 203575258.5 07276/099068 WITNESSED BY: SELLER(S): Girl Scouts of Southeastern Michigan, a Michigan non-profit corporation By: Denise Dalrymple Its: Chief Executive Officer The Agreement was acknowledged before me in County, Michigan on this day of , 20 by , Notary Public County, Michigan Acting in County, Michigan. My Commission expires: 18 Final Version 203575258.5 07276/099068 EXHIBIT A to Purchase Agreement [Certificate of Survey and Legal Descriptions] [See Attached] 203575258,5 07276/099068 WETLANDS BOUNDARY- I- 0 REMAINDER 40.2 ACRES ± "PROPERTY' S02'07'35"E 2029.77' 587'47'03"W 410.53' POINT B NO2' 24'37"W 232.83' N15'50'31"W 148,27' 0 TWIN LAKES VILLAGE OCCP NO. 580 N32'26'39"W 39278' POINT A 1-<=3dtp1./Z LC—N73'35'33"E 237,82— NORTH UNE SECTION 24,-. NO2'32'18"W 72.05' I'-./ INUT N F FI, [VAIN 0 CJ-TZa I, OAKLAND COUNTY LCRC LIFER 17882, PAGE 465 S02'07'35"E 305.01' PARCEL TO BE TRANSFERRED 140.01 ,'PARCEL B" 585'03'40"W 340.21' 930,08' N85'03' 40"E 1270.29' S41'58'56"W 201.07' SOTO7'35"E 149.52' POB OF REMAINDER LEGEND O PROPERTY IRON (FOUND) • PROPERTY IRON (SET) —(31— SECTION CORNER (FOUND) 4— QUARTER CORNER (FOUND) CENTER CORNER (FOUND) NO1'54'13"W 553.01' EAST—WEST 1/4 LINE SECTION 24 SCALE: 1" 300' 0 150 300 BASIS OF BEARING: NORTH—SOUTH 1/4 LINE OF SECTION 24 (GPs DERIVED) 1: • \ : CENTER OF SECTION 24, TOWN 4 NORTH, RANGE 8 EAST, OAKLAND COUNTY LORC LIBER 39860, PAGE 112 FISHBECK,t-ioMPSON, CARR, & HUBER, INC. 39500 McKENZIE DRIVE SUITE #100 NOVI, MI 48337 248.324.2090 PHONE engineers fliCal scientists architects constructors Certificate of Survey Oakland County, Michigan PROJECT NO. 0150254 FTGURE NO 1 of 3 Section 13 & 24, Town 3 North, Range 8 East, Township of White Lake, Oakland County, Michigan 09/29/15 ..podynanT 4010 1111 mgr. napery. Ham PYS ntaddso tO da 0.POC14- WM en plotted. addicts; Indicated and Trophi , dtuality may not he a mtrale (Crony other size. PLOT CEO TrOTh ffla5P2541CAMSURVE511511.25,1_PA 112 CERTIFICATE OF SURVE(.12Wo fishInadk, thampson, catr & Tuber, no L=237.56' R=3869.72' LC=1\173'35'331 237,82--- NORTH LINE, SECTION 24 S02'32'1 8"E 174.56' P013 OF PARCEL A NORTH 1/4 CORNER, SECTION 24, TOWN 4 NORTH, RANGE 8 EAST, OAKLAND COUNTY LCRC LIBER 17882, PACE 465 SO2'07'35"E 305.01' PARCEL TO BE TRANSFERRED 140.01 ,'PARCEL B" 541'58'56"W 201.07' SOZ 07'35”E 149.52' FOB OF REMAINDER LEGEND 0 PROPERTY IRON (FOUND) • PROPERTY IRON (SET) WETLANDS BOUNDARY NO2'24'37"W 232.83' REMAINDER 40.2 ACRES ± "PROPERTY" TWIN LAKES VILLAGE OCCP -NO. 580 N32°26'39"W 392,78' POINT A N15'50'31"W 148.27' 0 CENTER OF SECTION 24, TOWN 4 NORTH, RANGE 8 EAST, OAKLAND COUNTY LCRC LIHER 39860, PACE 112 NO1'54'1,3"W 553.01' r_--AQT-WF-1- 1 /4 LINE, SECTION 24 - - TOWN 3 NORTH, RANGE 8 EAST, TOWNSHIP OF WHITE LAKE, OAKLAND COUNTY, MICHIGAN SECTION CORNER (FOUND) QUARTER CORNER (FOUND) + CENTER CORNER (FOUND) SOZO7'35"E 2029.77' SCALE: 1" = 300' 0 150 300 BASIS OF BEARING: NORTH-SOUTH 1/4 LINE OF SECTION 24 (GPS DERIVED) Existing 1224126008 Kopp-sect' (I; Oakland County 1?6rksi - • Parcel• 411.5Acres V*14.3,..• Whife).11dVelbak-, c,Kiirty Par-0, • . i., • Croslair riP7-M.VIAT-4•15••••4. Location Map 350 700 Feet Legend OMI Potential Acquisjtion Parcel Portion of Parcel to Remain With Girl Scouts Current/Existing Parcel SHT. I OF I QAKLAND COUNTY PARKS °Oland County Parks and Recreation 2800 Watkins take Road Watencord, MI 248-853-0905. www.DestinatlanDakland.com White Lake Oaks MOakland County Municipal Boundary WhKe Lakes Oaks Potentliall Land Acquishdion EXHIBIT A PARENT PARCEL (FROM TITLE COMMITMENT 63 -15415692-5CM DATED APRIL 8, 2015): THAT PART OF EAST 405.58 FEET OF SOUTHEAST 1/4 OF SOUTHWEST 1/4 OF SECTION 13 LYING SOUTHERLY OF M-59 HIGHWAY, ALSO NORTHEAST 1/4 OF NORTHWEST 1/4 OF SECTION 24, TOWN 3 NORTH, RANGE 8 EAST, TOWNSHIP OF WHITE LAKE, COUNTY OF OAKLAND, STATE OF MICHIGAN, EXCEPT BEGINNING ON NORTH LINE OF SECTION 24 DISTANT NORTH 87 DEGREES 47 MINUTES 00 SECONDS WEST 405.58 FEET FROM NORTH 1/4 CORNER; THENCE SOUTH 01 DEGREES 51 MINUTES 30 SECONDS WEST 605.50 FEET; THENCE WEST 930.07 FEET; THENCE NORTH 01 DEGREES 25 MINUTES 15 SECONDS EAST 646.26 FEET; THENCE SOUTH 87 DEGREES 47 MINUTES 00 SECONDS EAST 916.94 FEET TO BEGINNING, ALSO THAT PART OF EAST 1/2 OF NORTHWEST 1/4 OF SECTION 24 LYING EAST OF CENTERLINE OF HURON RIVER AND WEST OF A LINE DESCRIBED AS BEGINNING AS POINT DISTANT SOUTH 89 DEGREES 47 MINUTES 35 SECONDS EAST 1319.49 FEET AND SOUTH 01 DEGREES 25 MINUTES 15 SECONDS EAST 1332.49 FEET FROM NORTHWEST CORNER OF SECTION 24; THENCE SOUTH 89 DEGREES 48 MINUTES 28 SECONDS EAST 644.96 FEET; THENCE SOUTH 00 DEGREES 16 MINUTES 18 SECONDS WEST 1314.21 FEET TO ENDING, ALSO EAST 1/2 OF SOUTHEAST 1/4 OF NORTHWEST 1/4 OF SECTION 24 EXCEPT THAT PART TAKEN FOR TWIN LAKES VILLAGE, OCCP NO. 580, ALSO EXCEPT BEGINNING AT POINT DISTANT SOUTH 00 DEGREES 37 MINUTES 29 SECONDS WEST 305 FEET FROM NORTH 1/4 CORNER OF SECTION 24; THENCE SOUTH 00 DEGREES 37 MINUTES 29 SECONDS WEST 2318.36 FEET; THENCE NORTH 89 DEGREES 29 MINUTES 17 SECONDS WEST 30 FEET; THENCE NORTH 00 DEGREES 37 MINUTES 29 SECONDS EAST 2318.36 FEET; THENCE SOUTH 89 DEGREES 29 MINUTES 17 SECONDS EAST 30 FEET TO BEGINNING, ALSO PART OF NORTHEAST 1/4 OF SECTION 24 BEGINNING AT NORTH 1/4 CORNER OF SECTION 24; THENCE NORTH 88 DEGREES 51 MINUTES 59 SECONDS EAST 110 FEET; THENCE SOUTH 00 DEGREES 37 MINUTES 29 SECONDS WEST 305 FEET; THENCE SOUTH 88 DEGREES 51 MINUTES 59 SECONDS WEST 110 FEET TO NORTH-SOUTH 1/4 LINE; THENCE NORTH 00 DEGREES 37 MINUTES 29 SECONDS EAST 305 FEET TO BEGINNING, PROPERTY/ REMAINDER (to be transferred to Purchaser): PART OF THE NORTHWEST 1/4 OF SECTION 24, TOWN 3 NORTH, RANGE 8 EAST, TOWNSHIP OF WHITE LAKE, COUNTY OF OAKLAND, STATE OF MICHIGAN, DESCRIBED AS; COMMENCING AT THE NORTH 1/4 CORNER OF SAID SECTION 24; THENCE ALONG THE NORTH LINE OF SAID SECTION, N86005105"E 110,00 FEET; THENCE 502°07'35"E 305.01 FEET; THENCE S41°5856"W 201.07 FEET; THENCE PARALLEL WITH THE NORTH-SOUTH 1/4 LINE OF SAID SECTION 24, SC/2'07'35"E 149.52 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING PARALLEL WITH THE NORTH-SOUTH 1/4 LINE OF SAID SECTION, 502°07'35 1'E 2029.77 FEET TO THE EAST-WEST 1/4 LINE OF SAID SECTION; THENCE ALONG SAID EAST-WEST 1/4 LINE, 586°58'02"W 604.78 FEET; THENCE N01°54'13"W 553.01 FEET TO POINT A; THENCE CONTINUING N01°54'13W 58.70 FEET, MORE OR LESS, TO THE CENTER OF HURON RIVER; THENCE NORTHWESTERLY ALONG THE CENTER OF HURON RIVER TO A POINT LYING N87°47'03"E 153.17 FEET FROM POINT B; THENCE S87°47 103"W 153,17 FEET TO POINT B, SAID POINT B BEING THE FOLLOWING THREE COURSES FROM POINT A: N32°26'39W 392.78 FEET; N15°50'31"W 148.27 FEET; NO2'241 37"W 232.83 FEET; THENCE 587°47'03W 410.53 FEET; THENCE NO3°49 1 52"W 709,04 FEET; THENCE N85°03 1401E 1270.29 FEET TO THE POINT OF BEGINNING. SAID REMAINDER CONTAINS 40.2 ACRES, MORE OR LESS. 203846214.1 07276/099068 EXHIBIT A PARCEL A (Reverter to be Removed from this real property): THAT PART OF EAST 405.58 FEET OF SOUTHEAST 1/4 OF SOUTHWEST 1/4 OF SECTION 13 LYING SOUTHERLY OF M-59 HIGHWAY, ALSO PART OF THE NORTHEAST 1/4 OF NORTHWEST 1/4 OF SECTION 24, AND PART OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 24, TOWN 3 NORTH, RANGE 8 EAST, TOWNSHIP OF WHITE LAKE, COUNTY OF OAKLAND, STATE OF MICHIGAN, MORE PARTICULARLY DESCRIBED AS: BEGINNING AT THE NORTH 1/4 CORNER OF SAID SECTION 24; THENCE ALONG THE NORTH LINE OF SAID SECTION, N86°05'05"E 110,00 FEET; THENCE S02°07 135"E 305.01 FEET; THENCE 541°5856W 201,07 FEET; THENCE PARALLEL WITH THE NORTH-SOUTH 1/4 LINE OF SAID SECTION 24, S02 007'35HE 149.52 FEET; THENCE 585°03'40"W 340.21 FEET; THENCE N05°30 1101W 606.92 FEET TO THE SOUTH LINE OF SAID SECTION 13; THENCE NO2°32`18"W 72.05 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF M-59 (100 WIDE ROW); THENCE NORTHEASTERLY ALONG THE ARC OF A 3869.72 FOOT RADIUS CURVE TO THE LEFT 237.86 FEET, LONG CHORD BEARING N73°35'33"E 237,82 FEET; THENCE N71°49'54"E 181.40 FEET TO THE NORTH-SOUTH 1/4 LINE OF SAID SECTION 13; THENCE ALONG SAID NORTH-SOUTH 1/4 LINE, 502 0 32'18'E 174.56 FEET TO THE POINT OF BEGINNING. SAID PARCEL A CONTAINS 7,3 ACRES, MORE OR LESS. PARCEL B (To be transferred to Sellert PART OF THE NORTHWEST 1/4 AND PART OF THE NORTHEAST 1/4 OF SECTION 24, TOWN 3 NORTH, RANGE 8 EAST, TOWNSHIP OF WHITE LAKE, COUNTY OF OAKLAND, STATE OF MICHIGAN, MORE PARTICULARLY DESCRIBED AS: COMMENCING AT THE NORTH 1/4 CORNER OF SAID SECTION 24; THENCE ALONG THE NORTH LINE OF SAID SECTION, N86°05 105"E 110.00 FEET; THENCE S02°07'35"E 305,01 FEET TO THE POINT OF BEGINNING; THENCE 541°58`56"W 201.07 FEET; THENCE PARALLEL WITH THE NORTH-SOUTH 1/4 LINE OF SAID SECTION 24, NO2°07 1 35"W 140.00 FEET; THENCE PARALLEL WITH THE NORTH LINE OF SAID SECTION 24, N86°05'05"E 140.01 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINS 9,796 SQUARE FEET (0,22 ACRES), MORE OR LESS, 203846214.1 07276/099068 EXHIBIT B to Purchase Agreement REVERTER RELEASE AND WAIVER AGREEMENT THIS REVERTER RELEASE AND WAIVER AGREEMENT ("Agreement") is made this day of , 201 , by GIRL SCOUTS OF SOUTHEASTERN MICHIGAN, a Michigan non-profit corporation, formerly known as Girl Scouts of Macomb Otsikita Council, Inc., successor by merger to Girl Scouts of Metro Detroit (formerly Michigan Metro Girl Scout Council); Girl Scouts Fair Winds Council, Inc.; Girl Scouts of Macomb County - Otsikita Council Inc.; and Girl Scouts Michigan Waterways Council, Inc., whose address is 500 Fisher Building, 301] West Grand Boulevard, Detroit, Michigan 48202 ("GSSEM"), to COUNTY OF OAKLAND, a Michigan constitutional corporation, 1200 North Telegraph Road, Pontiac, Michigan 48053 (the "County"). WITNESSETH: A. By Quit Claim Deed from the County to GSSEM, dated September 21, 1998, recorded on May 19, 2000, in Liber 21407, Page 491, Oakland County Records (the "Deed"), the County conveyed to GSSEM the following described real property located in the Township of White Lake, Oakland County, Michigan, for the express purpose of using the property for scouting activities: Part of the NE A of Section 24, T3N, R8E, White Lake Township, Oakland County, Michigan, described as beginning at the N A corner of Section 24, T3N, R8E; Th N 88°51'59"E 110.00 feet along the N line of Section 24; Th S 00°37'29"W 305.00 feet; Th S 88°51'59"W 110.00 feet to the N and S 1/4 line of Section 24; Th N 00°37'29" E 305,00 feet along said N and S 1/4 line to the point of beginning (the "Reverter Property"). Commonly known as 8545 Highland Road. Tax Parcel La No. 12-24-126-008. B. The Deed included a reverter clause (the "Reverter") in favor of the County which required GSSEM, among other things, to use the Reverter Property for scouting activities. C. The County is purchasing property other than the Reverter Property from GSSEM and, in consideration for the purchase by the County and the sale by GSSEM, the County has agreed to waive and release the Reverter contained in the Deed with respect to the Reverter Property. NOW, THEREFORE, the County hereby agrees forever to release and waive the Reverter and all conditions as contained in the Deed and acknowledges that GSSEM has at no time ceased to use the Reverter Property for scouting activities and GSSEM has not, at any time, assigned or attempted to assign or convey its interest in the Reverter Property. 203575258.5 07276/099068 IN WITNESS WI-IEREOF, the County has caused this Agreement to be executed on the date first written. COUNTY OF OAKLAND, a Michigan constitutional corporation By Its STATE OF MICHIGAN ) ss. COUNTY OF The foregoing Reverter Release and Waiver Agreement was acknowledged before me on , 201 , by , the of OAKLAND COUNTY, a Michigan constitutional corporation, on behalf of said corporation. Notary Public County, Michigan• My Commission Expires: Acting in County, Michigan Drafted by: When recorded, return to: Richard A. Sundquist, Esq. Richard A. Sundquist, Esq. Clark Hill PLC Clark Hill PLC 500 Woodward Avenue 500 Woodward Avenue Suite 3500 Suite 3500 Detroit, Michigan 48226 Detroit, Michigan 48226 (313) 965-8300 (313) 965-8300 203575258.507276/099068 EXHIBIT C to Purchase Agreement [Form of Owner's Affidavit] [See Attached] 203575258,5 07276/099068 OWNER'S AFFIDAVIT and ORDER TO ISSUE State of Michigan )SS County of Oakland Michigan Metro Girl Scout Council, a Michigan non-profit corporation (hereinafter the"undersigned"), by its Authorized Signatory, being first sworn, deposes and states, to the best of its knowledge: 1, That the undersigned is the owner of certain premises described in Seaver Title Agency Title Agency Commitment No, 63-15415692-SCM with an effective date of 10/20/2015 (hereinafter the"Commitment"). 2. That the individual whose signature appears below is authorized and empowered to execute this Affidavit, as well as any/all instrument(s) necessary to mortgage or convey the interest in the subject property to be insured, on behalf of Michigan Metro Girl Scout Council, a Michigan non-profit corporation. 3. That Michigan Metro Girl Scout Council, a Michigan non-profit corporation is organized within the State of Michigan and is currently in good standing, without the threat of revocation. 4. That Schedule A of the Commitment contains the complete legal description of the property to be sold/mortgaged/leased (hereinafter the "property). 5, That the undersigned is in possession of the property and there are no other parties in possession or claiming rights of possession, except: 6, Other than that which is shown within Schedule B, Sections I or II of the Commitment, that there are no due or delinquent taxes (real estate, personal, commercial and/or industrial facilities), special assessments, water/sewer bills, utility bills or management or association fees covering the subject property, except: 7. That there have been no improvements made, nor labor or materials furnished to the premises, within the past one hundred twenty (120) days, except: 8. Other than that which is shown within Schedule B, Sections I or II of the Commitment, that the undersigned has no knowledge of any water, mineral, gas or oil rights, unrecorded easements or claims of easements, unrecorded agreements, boundary line disputes, encroachments, zoning violations, covenants conditions or restrictions (CCR) violations, options to purchase, rights of first refusal or claims of such grants or rights relative thereto, except: 9. Other than that which is shown within Schedule B, Sections I or II of the Commitment, that the undersigned has no knowledge of any other matters affecting the title, including, but not limited to mortgages, liens, land contracts, options, rights of first refusal, leases, easements, rights-of-way, restrictions, tax liens, judgment liens, party walls or other encumbrances. 10. Other than that which is shown within Schedule B, Sections I or II of the Commitment, that the undersigned has no knowledge of any action or proceeding now pending in any state or federal court that could, if adversely decided, result in a lien or charge upon the property, except: 11. That the undersigned has not filed, nor is subject to, any bankruptcy, receivership or insolvency proceedings. 12. That the undersigned has not executed, and will not execute, any instrument that could adversely affect the title or the interest to be insured between the effective date of the Commitment and the recording of the interest to be insured. 13. That in the event the transaction to be insured is a sale, the undersigned has no knowledge of any written commission agreement running in favor of a commercial real estate broker, except: 14. That the property is not subject to either a commercial or industrial facility tax established under Act 198 of Public Acts of 1974 (MCLA 207.661) or Act 255 of Public Acts of 1978 (MCLA 207,651). 15, This Affidavit is made for purposes of inducing Seaver Title Agency to issue its policy or policies of title insurance pursuant to the Commitment, The undersigned hereby a) acknowledges that Seaver Title Agency is placing material reliance upon the representations rendered herein, b) indemnifies and agrees to hold Seaver Title Agency and Old Republic National Title Insurance Company harmless from any loss or expense, including reasonable attorney fees, sustained because any statement herein is directly or indirectly asserted to be false or inaccurate and c) agrees that in the event it is determined there are unpaid charges which were due and payable prior to and including the date of closing, and which are the responsibility and obligation of Affiant, that Affiant shall pay any and all amounts so charged and shall provide proof of payment of same to Seaver Title Agency. Michigan Metro Girl Scout Council, a Michigan non-profit corporation By State of Michigan )SS. County of Oakland The foregoing instrument was acknowledged before me on Metro Girl Scout Council, a Michigan non-profit corporation day of , 20 by Michigan Notary Public: Notary County: ,State: Commission Expires: Acting In: EXHIBIT D to Purchase Aareetnent COVENANT DEED This Covenant Deed is made this day of , 20 , by GIRL SCOUTS OF SOUTHEASTERN MICHIGAN, a Michigan non-profit corporation, formerly known as Girl Scouts of Macomb - Ots ikita Council, Inc., successor by merger to Girl Scouts of Metro Detroit (formerly Michigan Metro Girl Scout Council); Girl Scouts Fair Winds Council, Inc.; Girl Scouts of Macomb County - Otsikita Council Inc.; and Girl Scouts - Michigan Waterways Council, Inc., whose address is 500 Fisher Building, 3011 West Grand Boulevard, Detroit, Michigan 48202 ("Grantor"), to COUNTY OF OAKLAND, a Michigan constitutional corporation, 1200 North Telegraph Road, Pontiac, Michigan 48053 ("Grantee"). In consideration for Grantee's release of the reverter contained in that Quit Claim Deed from Grantee to Grantor, dated September 21, 1998, recorded on May 19, 2000, in Libor 21407, Page 491, Oakland County Records, and for the transfer of land described in the attached Exhibit C by Grantee to Grantor pursuant to a separate Quit Claim Deed to be executed by Grantee, Grantor, does hereby grant and convey to Grantee certain premises situated in the Township of White Lake, Oakland County, Michigan, described as follows: SEE LEGAL DESCRIPTION ATTACHED AS EXHIBIT A Commonly known as 8545 Highland Road Tax Parcel I.D. No. , formerly part of Tax Parcel LID, No. 12-24-126-008 together with all buildings, other structures, improvements and appurtenances, if any, now located on the premises (the "Property"), subject only to the matters set forth in attached Exhibit B, and all zoning ordinances and regulations (collectively, "Permitted Exceptions"). TO HAVE AND TO HOLD the Premises unto Grantee forever; and Grantor does hereby covenant and agree with Grantee that Grantor has not heretofore done, committed or willingly suffered to be done or committed, any act, matter or thing whatsoever whereby the Premises is or shall be charged or encumbered in the title, estate, or otherwise, howsoever except for the Permitted Encumbrances. The Property may be located within the vicinity of farm land or a farm operation. Generally accepted agricultural and management practices which may generate noise, dust, odors, and other associated conditions may be used and are protected by the Michigan Right to Farm Act. The Grantor grants to the Grantee the right to make two (2) available division(s) under section 108 of the Land Division Act, Act No. 288 of the Public Acts of 1967. (Signature contained on the following page.) 203575258.5 07276/099068 IN WITNESS WHEREOF, Grantor has caused this Covenant Deed to be executed on the date first written. GIRL SCOUTS OF SOUTHEASTERN MICHIGAN, a Michigan non-profit corporation By Denise Dalrymple Its Chief Executive Officer STATE OF MICHIGAN ) ss. COUNTY OF The foregoing Covenant Deed was acknowledged before me on , 20 , by Denise Dalrymple, the Chief Executive Officer of GIRL SCOUTS OF SOUTHEASTERN MICHIGAN, a Michigan non-profit corporation, on behalf of said corporation. , Notary Public County, Michigan My Commission Expires: Acting in County, Michigan Drafted by: Richard A. Sundquist, Esq. Clark Hill PLC 500 Woodward Avenue Suite 3500 Detroit, Michigan 48226 (313) 965-8300 When recorded, return to: County of Oakland 1200 North Telegraph Road Pontiac, Michigan 48053 203575258.5 07276/099068 EXHIBIT A LEGAL DESCRIPTION PART OF THE NORTHWEST 1/4 OF SECTION 24, TOWN 3 NORTH, RANGE 8 EAST, TOWNSHIP OF WHITE LAKE, COUNTY OF OAKLAND, STATE OF MICHIGAN, DESCRIBED AS: COMMENCING AT THE NORTH 1/4 CORNER OF SAID SECTION 24; THENCE ALONG THE NORTH LINE OF SAID SECTION, N86°05'05 1 E 11000 FEET; THENCE S02°0735"E 305.01 FEET; THENCE S41°58'56"W 201,07 FEET; THENCE PARALLEL WITH THE NORTH-SOUTH 1/4 LINE OF SAID SECTION 24, S02°07'3 5"E 149.52 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING PARALLEL WITH THE NORTH-SOUTH 1/4 LINE OF SAID SECTION, S02°07135"E 2029.77 FEET TO THE EAST-WEST 1/4 LINE OF SAID SECTION; THENCE ALONG SAID EAST- WEST 1/4 LINE, S86°5802"W 604.78 FEET; THENCE N01°54 1 13"W 553.01 FEET TO POINT A; THENCE CONTINUING N01°5413W 58.70 FEET, MORE OR LESS, TO THE CENTER OF HURON RIVER; THENCE NORTHWESTERLY ALONG THE CENTER OF HURON RIVER TO A POINT LYING N87°47'03"E 153,17 FEET FROM POINT B; THENCE S87°47'03"W 153,17 FEET TO POINT B, SAID POINT B BEING THE FOLLOWING THREE COURSES FROM POINT A: N32°26'39"W 392.78 FEET; N15°5031"W 148.27 FEET; N02 32437"W 232.83 FEET; THENCE S87°47103W 410.53 FEET; THENCE NO3°49 152"W 709.04 FEET; THENCE N85°03401E 1270.29 FEET TO THE POINT OF BEGINNING. SAID PROPERTY CONTAINS 40.2 ACRES, MORE OR LESS. 203575258,5 07276/099068 EXHIBIT B PERMITTED EXCEPTIONS [To be completed upon receipt of Title Commitment] 203575258.5 07276/099068 EXHIBIT C LEGAL DESCRIPTION OF PROPERTY TRANSFERRED BY GRANTEE TO GRANTOR AS PARTIAL CONSIDERATION PURSUANT TO A SEPARATE QUIT CLAIM DEED PART OF THE NORTHWEST 1/4 AND PART OF THE NORTHEAST 1/4 OF SECTION 24, TOWN 3 NORTH, RANGE 8 EAST, TOWNSHIP OF WHITE LAKE, COUNTY OF OAKLAND, STATE OF MICHIGAN, MORE PARTICULARLY DESCRIBED AS: COMMENCING AT THE NORTH 1/4 CORNER OF SAID SECTION 24; THENCE ALONG THE NORTH LINE OF SAID SECTION, N86 005'05E 110.00 FEET; THENCE S02°07'35"E 305.01 FEET TO THE POINT OF BEGINNING; THENCE S41°58'56"W 201.07 FEET; THENCE PARALLEL WITH THE NORTH-SOUTH 1/4 LINE OF SAID SECTION 24, NO2°0735"W 140.00 FEET; THENCE PARALLEL WITH THE NORTH LINE OF SAID SECTION 24, N86°05'05"E 140.01 FEET TO THE POINT OF BEGINNING, SAID PARCEL CONTAINS 9,796 SQUARE FEET (0.22 ACRES), MORE OR LESS. 203575258,5 07276/099068 EXHIBIT E to Purchase Agreement QUIT CLAIM DEED COUNTY OF OAKLAND, a Michigan constitutional corporation, whose address is 1200 North Telegraph Road, Pontiac, Michigan 48053 ("Grantor"), quit claims to GIRL SCOUTS OF SOUTHEASTERN MICHIGAN, a Michigan non-profit corporation, formerly known as Girl Scouts of Macomb - Otsikita Council, Inc., successor by merger to Girl Scouts of Metro Detroit (formerly Michigan Metro Girl Scout Council); Girl Scouts Fair Winds Council, Inc.; Girl Scouts of Macomb County - Otsikita Council Inc.; and Girl Scouts - Michigan Waterways Council, Inc., whose address is 500 Fisher Building, 3011 West Grand Boulevard, Detroit, Michigan 48202 ("Grantee"), the following premises situated in the Township of White Lake, Oakland County, Michigan, subject to easements, restrictions, building and use restrictions and rights of way of record, (the "Property"), described as:. PART OF THE NORTHWEST 1/4 AND PART OF THE NORTHEAST 1/4 OF SECTION 24, TOWN 3 NORTH, RANGE 8 EAST, TOWNSHIP OF' WHITE LAKE, COUNTY OF OAKLAND, STA'l E OF MICHIGAN, MORE PARTICULARLY DESCRIBED AS: COMMENCING AT THE NORTH 1/4 CORNER OF SAID SECTION 24; THENCE ALONG THE NORTH LINE OF SAID SECTION, N86°0505"E 110.00 FEET; THENCE S02°0735"E 305.01 FEET TO THE POINT OF BEGINNING; THENCE S41°58'56W 201.07 FEET; THENCE PARALLEL WITH THE NORTH-SOUTH 1/4 LINE OF SAID SECTION 24, NO2°07135W 140,00 FEET; THENCE PARALLEL WITH THE NORTH LINE OF SAID SECTION 24, N86°05'05"E 140.01 FEET TO THE POINT OF I3EGINNING SAID PARCEL CONTAINS 9,796 SQUARE FEET (0.22 ACRES), MORE OR LESS, Commonly known as: Tax Parcel 1.D. No. , formerly part of Tax Parcel No, 12-24-200-007 for the sum of One and 00/100 Dollars ($1.00) and in consideration of the Grantee transferring to Grantor certain real property located in the Township of White Lake, County of Oakland, State of Michigan, pursuant to a separate Covenant Deed to be executed by Grantee, The Grantor grants to Grantee the right to make all available divisions under Section 108 of the Land Division Act, Act No, 288 of the Public Acts of 1967. This property may be located within the vicinity of a farmland or a farm operation. Generally acceptable agricultural and management practices which may generate noise, dust, odors, and other associated conditions may be used and are protected by the Michigan Right to Farm Act, This Quit Claim Deed is exempt from the payment of state transfer tax pursuant to MCL 207.526(a) and MCL 207,526(h)(i) and from the payment of county transfer tax pursuant to MCL 207.505(a) and MCL 207,505(h)(i). [Signature and acknowledgment page follows 203846199.1 07276/099068 IN WITNESS WHEREOF, Grantor has caused this Quit Claim Deed to be executed on the day of ,20 COUNTY OF OAKLAND, a Michigan constitutional corporation By; Name: Its: STATE OF MICHIGAN) ) ss. COUNTY OF OAKLAND The foregoing instrument was acknowledged before me on this day of 20 , by , the of the COUNTY OF OAKLAND, a Michigan constitutional corporation, on behalf of said constitutional corporation. Notary Public, County, State of My Commission Expires: Drafted by: When recorded, return to: Richard A, Sundquist, Esq. Clark Hill PLC • 500 Woodward Avenue Suite 3500 Detroit, Michigan 48226 (313) 965-8300 Richard A. Sundquist, Esq. Clark Hill PLC 500 Woodward Avenue Suite 3500 Detroit, Michigan 48226 (313) 965-8300 2 203846199,1 07276/099068 Resolution *16022 February 4, 2016 The Chairperson referred the resolution to the Finance Committee. There were no objections. FISCAL NOTE (MISC #16022) February 17, 2016 BY: Finance Committee, Tom Middleton, Chairperson IN RE: PARKS AND RECREATION — ACQUISITION OF A 40.2 ACRE PARCEL LOCATED AT 8545 HIGHLAND ROAD IN WHITE LAKE, MICHIGAN FROM THE GIRL SCOUTS OF SOUTHEASTERN MICHIGAN FOR THE EXPANSION OF WHITE LAKE OAKS COUNTY PARK. 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 Oakland County Parks and Recreation Commission has identified priorities for acquisition of land that are contiguous to existing parks and acquiring parcels next to parks for expansion will provide county-wide recreational experiences and protect natural resources, as part of the Parks and Recreation 5 year Recreation Plan. 2. The Girl Scouts of Southeastern Michigan owns 47.5 acres of property at 8545 Highland Road in White Lake, Michigan adjacent to White Lake Oaks County Park and is willing to convey 40.2 acres to Oakland County for one dollar ($1.00), and all terms and conditions are stated in the attached Purchase Agreement. 3. Additional estimated acquisition costs include: boundary surveys $13,962; yellow book appraisal $5,500; phase I environmental assessment $2,400; closing costs and title policy $1,430; title insurance policy $700 and contingency $1,007, for a total estimated capital acquisition cost of $25,000. 4. Funds are available from the Parks and Recreation Fund Capital Improvement Program for this land acquisition. 5. The acquisition of the 40.2 acres will benefit White Lake Oaks (currently 196 acres) with expansion potential, protect additional natural resources, and potentially provide trail and/or kayak access to the upper Huron River watershed. 6. The Oakland County Parks and Recreation Commission has reviewed and recommends approval of the attached Purchase Agreement and the Department of Facilities and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached Purchase Agreement and recommend its approval. 7. An operating budget amendment is not required. NCE C(9JVIMITTF FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Long and Quarles absent. Lisa Brown, Oakland County Resolution #16022 February 17, 2016 Moved by Hoffman supported by Dwyer the resolutions with (fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Fleming, Gershenson, Gosselin, Hoffman, Jackson, Kochenderfer, KowaII, McGillivray, Middleton, Quarles, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman, Crawford. (19) 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 MIRY APPIW/E THIS RESOLUTION CHIEF DEPUTY COUNT" 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 February 17, 2016, 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 17th day of February, 2016.