HomeMy WebLinkAboutResolutions - 1997.03.19 - 25078March 6, 1997
MISCELLANEOUS RESOLUTION #97040
BY: Planning and Building Committee, Charles E. Palmer, Chairperson
IN RE: PARKS AND RECREATION COMMISSION - ACCEPTANCE OF GRANT AND AUTHORIZATION
TO NEGOTIATE THE PURCHASE OF ADDITIONAL ACREAGE AT LYON OAKS COUNTY PARK
(Part of Tax Sidwell #22-06-300-001, 172.914 ACRES)
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS upon recommendation of the Oakland County Parks & Recreation
Commission, the Oakland County Board of Commissioners accepted the first grant
from the Michigan Department of Natural Resources (DNR) for the acquisition of
property in Lyon Township for the Development of Lyon Oaks County Park and
Rookery through the adoption of Miscellaneous Resolution #90239, and
WHEREAS through the subsequent adoption of Miscellaneous Resolution #92147,
Oakland County acquired 672 acres of property in Lyon Township, enabled by the
grant from the Michigan Natural Resources Trust Fund, for the purpose of
establishing a county park in a section of the county not previously serviced by
the county park system; and through an additional DNR Grant and Parks and
Recreation funds, the Oakland County Board of Commissioners approved
Miscellaneous Resolution #94109, which allowed Oakland County to acquire an
additional 101 acres in Lyon Township,
WHEREAS the Parks and Recreation Commission has been notified that it is
the recipient of another grant in the amount of $630,000 from the Michigan
Natural Resources Trust Fund to acquire additional adjacent property in Lyon
Township for the purpose of expanding recreational opportunities and preserving
open space for all residents of Oakland County; and
WHEREAS the Parks and Recreation Commission has acted to pursue the
purchase of this property.
WHEREAS, the Departments of Facilities Management and Corporation Counsel
have reviewed and approved the attached Offer to Purchase Agreement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners
authorizes the Oakland County Parks and Recreation Commission to accept said
grant in the amount of $630,000 which shall be used for the acquisition'of
172.914 acres in Lyon Township as identified in the grant being part of Tax
Sidwell #22-06-300-001, and authorizes the negotiation for the acquisition of
said real property, as per the attached Offer to Purchase in the amdunt of
$850,000.
BE IT FURTHER RESOLVED the Oakland County Board of Commissioners authorizes
its Chairperson to execute the appropriate and necessary documents to conclude
formal negotiations for the acquisition of this property in accordance with
Miscellaneous Resolution #91090.
Chairperson behalf of the Planning and Building Committee, I move the
adoption of the foregoing resolution.
PLANNING AND BUILDING—COMMITTEE
PURCHASE AGREEMENT
THIS AGREEMENT made and entered into this day of
199 , by and between H.M.W. Company, a Michigan co-partnership, 215 W. Ann Arbor Road,
Suite 300, Plymouth, Michigan 48034, (hereinafter "Seller") and the COUNTY OF OAKLAND,
a Michigan Constitutional Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341
(hereinafter "Purchaser"), by and through the Oakland County Parks and Recreation
Commission, for the purchase of all right, title and interest in and to land in the City of Wixom,
State of Michigan and described as:
Legal Description
A parcel of land being a part of the West 1/2 of fractional Section 6, T1N, R8E, City of Wixom,
Oakland County, Michigan, and being more particularly described as: Commencing at the North
1/4 post of Section 6, T1N, R8E, City of Wixom, Oakland County Michigan; thence proceeding
along the North and South 1/4 line of said Section 6, S 01°0132" W, 3286.98 ft. to the center post
of said Section 6; thence continuing along said North and South 1/4 line S 01°00'04", 377.49 ft; to
the point of beginning of the parcel herein described; thence continuing along said line S
01°00'04" W, 2270.85 ft to the South 1/4 post of said Section 6; thence along the South line of
said Section, N 88°18'46" W, 2567.05 ft. to the Southwest corner of Section 6; thence along the
West line of Section 6, N 01°24'29" E, 2585.08 ft.to the East 1/4 post of Section 1, Lyon
Township, T1N, R7E, Oakland County Michigan; thence N 01°31'49" E, 59.62 ft to the West 1/4
post of said Section 6; thence continuing along said West line, N 01°32'47" E, 1372.09 ft.;
thence S 89°34'25" E, 981.07 ft.; thence S 01°32'47" W, 1769.81 ft.; thence S 88°23'27" E,
1570.80 ft. to the point of beginning of the parcel herein described. Containing 7,532,132 sq.
or 172.914 acres of land, more or less. Also being subject to any easements, restrictions or
conditions of record.
(Part of Parcel I.D. Number 22-06-300-001),
together with and subject to all easements and restrictions relating thereto, subject to the
following terms and conditions:
1. PURCHASE PRICE/CONSIDERATION
Subject to the adjustments and prorations provided in this Agreement, the Purchase Price
shall be Eight Hundred Fifty Thousand ($850,000.00) Dollars payable as follows:
a. Cash Sale. Purchase price shall be paid in cash by County check or wire
transferred at the time of closing upon delivery of the usual Warranty
Deed and marketable title to the property.
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b. State Grant. Seller understands that this property is being purchased by
Oakland County with assistance from the State of Michigan in the form of
a State Grant. Seller acknowledges that it is aware of the Grant and it's
rights under the Grant as codified in Public Law 91-646, and any
amendments thereto, as well as any regulations or policies promulgated in
connection with that PublicLaw.
2. TITLE CONVEYED
Title to the premises shall be conveyed at the closing by a warranty deed showing no
exceptions except as Purchaser allows under paragraph four (4). The Purchaser shall pay the
transfer tax on the deed, and any costs and fees associated with any property split involving the
subject property. Purchaser shall also pay for any recording fees, revenue stamps, and notary
fees.
3. TITLE INSURANCE
At Purchaser's expense, Seller shall deliver to Purchaser, as soon as possible after
acceptance of this offer, but not later than thirty (30) days after acceptance, a commitment for an
ALTA owner's form title insurance policy, with standard exceptions, in an amount not less than
the purchase price, certified to a date later than the acceptance hereof guaranteeing fee simple
absolute title in an insurable and marketable condition by Metropolitan Title Company, in a form
acceptable to the Purchaser.
Within two weeks of Purchaser's receipt of title commitment and based upon the written
opinion of the Purchaser's attorney that the title is not marketable, then upon written notice to
Seller, Seller shall have thirty (30) days from the date Seller is notified, of the particular defects
claimed, to either (1) remedy the defects, or (2) obtain a commitment for title insurance, insuring
in a manner satisfactory to Purchaser, the Purchaser's title against such defects claimed. If the
Seller fails to remedy the defects, or obtain such commitment for title insurance within said -
period, Purchaser may waive said title defects and close subject to same. However, if Purchaser
does not so waive, the deposit shall be refunded forthwith to Purchaser and this Agreement
terminated.
4. CLOSING.
If this offer is accepted by the Seller and if Seller can convey title as agreed, subject to all
contingencies of sale described herein, the Purchaser agrees to complete the sale on or before one
(1) month from the date this agreement is executed by Seller and Purchaser. Purchaser and Seller
covenant that each shall use their best efforts to fulfill the intent of this Agreement. Seller shall
notify, Purchaser, in writing, twenty (20) days in advance of closing date, and submit closing
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documents to purchaser within 14 days of closing.
The closing of the sale shall take place at the law office of Maddin, Hauser, Wartell,
Roth, Heller & Pesses, P.C. located at Third Floor Essex Centre, 28400 Northwestern Highway,
Southfield, Michigan or a location agreeable to the parties.
5. DOCUMENTS AT CLOSING
At closing, Seller shall deliver a Closing Statement which has been reviewed and
approved by Purchaser, and Seller shall deliver a Warranty Deed and a Non-Foreign Persons
Affidavit which have also been reviewed and approved by Purchaser.
6. DEFAULT OF PURCHASER.
In the event the Purchaser shall default in the performance of its obligations herein, Seller
may:
a. Specifically enforce this Agreement and require specific performance of
this contract; or
b. Declare that the Purchaser has forfeited all rights hereunder and retain the
deposit as liquidated damages;
7. DEFAULT OF SELLER.
In the event Seller shall default in the performance of its obligations herein, Purchaser
may:
a. Specifically enforce this Agreement and require specific performance of
this contract; or
b. Demand a refund of the entire deposit. Return of the deposit shall
terminate this Agreement.
8. POSSESSION.
Purchaser shall have possession of the premises at closing.
9. TAXES.
All taxes on the property which are due and payable on or before the date of closing shall
be paid by Seller, the 1996 Winter taxes will be pro-rated on a parcel identification basis, based
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Purchase Agreement 2/24/97
upon the due date and based upon payment of taxes in advance. The 1996 Summer taxes will be
pro-rated on a per-acreage basis that is by dividing the number of acres into the total tax bill for
the 1996 Summer taxes.
10. SPECIAL ASSESSMENTS.
Any due and unpaid installments of special assessments which are a lien at the time of
execution of this agreement, shall be paid by the Seller in full at the time of closing. Any
special assessments which become a lien from the date of execution of this agreement shall be
the sole responsibility of Purchaser.
11. ACCESS
While this Agreement is in effect, Purchaser, its employees and agents, shall have the
right or access to the property at reasonable times for the purpose of surveying, testing,
environmental impact studies, site planning and park designing; provided, however, that in the
event this sale does not take place, then Purchaser, at its own expense, shall restore the property
to its condition as it was prior to Purchaser performing any of the above-mentioned functions on
said property.
12. THE PURCHASER'S RIGHT TO INSPECT.
Purchaser may inspect the premises to verify it's condition prior to closing. If, in
Purchaser's reasonable determination, the inspection reveals a material change in the condition of
the premises, Purchaser may notify Seller in writing of the material change, and may terminate
this Purchase Agreement and, upon termination, shall receive a full refund of Purchaser's Earnest
Money Deposit. "Material Change" is a change to the premises that renders premises and
property not suitable for Purchaser's intended use as a County Recreational Park.
County agrees to indemnify Seller for any injuries suffered by County employees or
agents during the course of any or all inspections of Seller's property for environmental or other
purposes.
13. ENVIRONMENTAL STATEMENT
The Seller warrants that it has not deposited or caused to be deposited, on or under the
above-described land, any toxic or hazardous substance(s) or contaminant(s) while they have
held title to the property.
14. CONTINGENCIES OF SALE DUE DILIGENCE.
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Purchase Agreement 2/24/97
The following conditions precedent must be met, to Purchaser's reasonable satisfaction,
thirty (30) days from the execution of this agreement. In the event the conditions set forth below
are not satisfied, in Purchaser's reasonable determination, Purchaser shall notify Seller in writing
within ten (10) days of the expiration of the Thirty (30) day contingency period of the
condition(s) not met, and terminate this Purchase Agreement.
Closing on the sale of this property shall be contingent upon the following:
a. All remaining contingencies not specifically addressed in this Purchase
Agreement are waived, except for Seller's obligation to provide a
marketable title insurance policy.
15. DOCUMENTS TO BE FURNISHED BY SELLER.
Seller agrees to provide to Purchaser with the opportunity to review, thirty (30) days of
signing this Purchase Agreement the following, if available, to Seller:
a. Any prior environmental reports
b. All easement agreements
c. All existing architectural and engineering drawings, if any.
16. WARRANTIES BY THE SELLER.
The Seller warrants to the Purchaser and shall certify to the Purchaser at the closing as
follows:
a. The Seller has full authority to enter into and perform this Agreement in
accordance with its conditions, without breaching or defaulting on any
obligation or commitment that the Seller has to any partners or third
parties, and will provide Purchaser with any necessary documents and/or
resolutions.
b. Except as disclosed in this Agreement, and in the title insurance
commitment, the Seller is not a party to any agreement or otherwise bound
under any obligation with any other party who has any interest in the
premises or the personal property or the right to purchase or lease the
premises or the personal property.
c. There are no suits, actions, or proceedings pending or, to the best of the
Seller's knowledge, threatened by any party, including governmental
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authorities or agencies, against or involving the premises or the personal
property or to which the Seller is or may become a party in connection
with the premises, or the personal property.
d. The Seller has no notice or knowledge of:
(1) any planned or commenced public improvements that
might result in special assessments or otherwise directly
and materially affect the premises or the personal property;
(2) any government agency or court order requiring repairs,
alterations, or corrections of any existing conditions;
any request by an insurer or a mortgagee of the premises
requiring repairs, alterations, or corrections of any existing
conditions.
17. WARRANTIES BY THE PURCHASER.
The Purchaser warrants to the Seller and shall certify to the Seller at the closing as
follows:
a. The Purchaser is a Michigan Constitutional Corporation.
b. The Purchaser has full authority and funding to enter into and perform this
Agreement in accordance with its conditions.
18. SURVIVAL OF THE WARRANTIES.
The warranties of the parties to this Agreement shall survive the closing. The act of
closing shall not bar either party from bringing on action based on a warranty of the other party
for one year after the closing, after which the warranties shall have no further effect.
19. CONDITIONS PRECEDENT FOR PERFORMANCE. BY THF PT TR CHA SFR
a. Each of the Seller's warranties shall be true as though made again on the
closing date, and no warranty shall be breached before the closing.
b. The Seller shall perform and comply with all its obligations under this
Agreement by the closing.
c. No action or proceeding to restrain, prohibit, or declare illegal the
(3)
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Purchase Agreement 2/24/97
transaction contemplated by this Agreement shall be pending or
threatened. No order restraining or prohibiting the transaction
contemplated by this Agreement shall be issued by any public authority,
governmental agency, or court. No attachments, garnishments, levies, or
liens shall be filed or in effect regarding the transaction contemplated by
this Agreement, the premises, or the personal property.
d. Purchaser acknowledges and agrees that Seller's responsibility to close on
the property covered by this Purchase Agreement is contingent upon a
simultaneous closing on an adjacent parcel owned by Seller containing
25.559 acres of land, more or less.
20. TERMINATION.
If either the Purchaser or the Seller is not obligated to complete this Agreement because a
condition precedent is not met, that party may terminate this Agreement by notifying the other
party of the intention to terminate this Agreement and the reason. The Purchaser or the Seller
may waive any obligations of the other party without prejudicing the right to subsequently assert
other conditions or to make a claim against the other party for the breach of a condition or
warranty.
21. BINDING EFFECT.
a. This is a legally binding Agreement. All parties understand and have been
advised that they have the right to seek the advice of an attorney prior to
execution of this Agreement.
The covenants herein shall be binding upon and inure to the benefit of the heirs,
executors, administrators and personal representatives.
c. This agreement is not binding until executed by both parties.
22. CONDEMNATION.
In the event of an institution or proposal of condemnation proceedings prior to closing,
Purchaser shall have the right to either (i) terminate this Agreement upon written notice to Seller
or (ii) proceed to closing. At closing, Seller shall assign to Purchaser all of Seller's rights to any
award or payment in lieu thereof.
23. NOTICE.
Any notice, request, demand, consent, approval or other communication given hereunder
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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:
H.M.W. Company, a Michigan Co-partnership
c/o Robert E. Greenstein, Esq.
215 W. Ann Arbor Road, Suite 300
Plymouth, MI 48170
Purchaser:
Pat Campbell
County of Oakland
Facilities Management
1 Public Works Dr.
Waterford, Michigan 48328
Any party may, by notice given as aforesaid, change its address for any notice. Any notice by
either party shall be sufficient if signed on behalf of said party by any partner thereof or officer
thereof.
24. TIME OF THE ESSENCE.
Time is of the essence for this Agreement, except that Purchaser may waive this
provision for the purpose of Seller curing title defaults.
25. CHOICE OF LAW.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Michigan that are applied to contracts made and to be performed in this State.
26. ENTIRE AGREEMENT.
This document contains the entire agreement of the parties and supersedes all prior
agreements, oral or written, between them. It may not be modified, changed or altered unless
reduced to writing and signed by each of the parties hereto.
27. CONDITION OF THE PREMISES
Purchaser accepts the premises in the present condition subject to the Purchaser's right to
inspect the premises and further subject to any express warranties or representations in this
agreement. Seller makes no other warranties or representations, express or implied.
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WITNESSED BY: SELLER:
H.M.W Company
Date:
WITNESSED BY: SELLER:
H.M.W Company
WITNESSED BY: PURCHASER:
By: John P. McCulloch, Chairperson
Date: Oakland County Board of Commissioners
WITNESSED BY: PURCHASER:
Date:
By: Pecky D. Lewis, Jr., Chairperson
Oakland County Parks &
Recreation Commission
Seller's Acceptance
The above offer is accepted by Seller, who agrees to be bound by all of the terms and
conditions contained therein.
By:
Robert E. Greenstein, Esq.
Managing Partner
By:
Kenneth J. Morris
Managing Partner
Date:
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Purchase Agreement 2/24/97
WITNESSED BY: SELLER:
H.M.W Company
By:
James R. McCann
Managing Partner
Date:
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FISCAL NOTE (M.R. #97040)
BY: FINANCE AND PERSONNEL COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: PARKS AND RECREATION COMMISSION - ACCEPTANCE OF GRANT AND
AUTHORIZATION TO NEGOTIATE THE PURCHASE OF ADDITIONAL ACREAGE
AT LYON OAKS COUNTY PARK (Part of Sidwell #22-06-300-001,
172.914 Acres)
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-F of this Board, the Finance and Personnel
Committee has reviewed the above resolution and finds:
1. Parks and Recreation seeks authorization to purchase 172.914
acres at Lyon Oaks valued at $850,000.
2. Parks and Recreation is in receipt of a grant from the
Michigan Natural Resources Trust Fund agreeing to pay
65%- of the cost or appraised value of this property,
which ever is less, up to a maximum of $630,000.
3. At the current estimated purchase price the Grant will
provide $552,500 and Parks and Recreation will use
$297,500 from their available fund balance.
4. No budget amendments are required at this time.
FINANCE AND PERSONNEL COMMITTEE
Resolution #97040 March 20, 1997
Moved by Palmer supported by Powers the resolution be adopted.
AYES: Douglas, Garfield, Huntoon, Jacobs, Jensen, Johnson, Kaczmar,
Kingzett, Law, McCulloch, McPherson, Millard, Obrecht, Palmer, Pernick, Powers,
Schmid, Taub, Wolf, Amos, Coleman, Devine, Dingeldey. (23)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution was adopted.
I I HEREBY
,
L Brooks
Executive Date
arson, County Executive Date
E FOREGOING RESOLUTIO1N
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lynn D. Allen, 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 20, 1997 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 20th day of March 7.
Lynn D. Allen, County Clerk