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HomeMy WebLinkAboutResolutions - 1997.03.19 - 25079ING,AND 'WILDING COI1M;TTEE March 6, 1997 MISCELLANEOUS RESOLUTION #97041 BY: Planning and Building Committee, Charles E. Palmer, Chairperson IN RE: PARKS AND RECREATION COMMISSION - AUTHORIZATION TO NEGOTIATE THE PURCHASE OF ADDITIONAL ACREAGE AT LYON OAKS COUNTY PARK (Part of Tax Sidwell #22-06-300-001, 25.559 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 in addition to the grant in the amount of $630,000 from the Michigan Natural Resources Trust Fund to acquire additional adjacent property in Lyon Township, the Parks Recreation Commission has set aside $550,000 in additional funds for the purchase of 25.559 Acres; and WHEREAS the Parks and Recreation Commission has acted to pursue the purchase of this additional 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 undertake negotiations for the acquisition of Part of Tax Sidwell #22-06-300-001. 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, as per the attached Offer to Purchase Agreement. Chairperson behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. 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, TIN, 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, 2355.40 ft. to the point of beginning of the parcel herein described; thence continuing along said North and South 1/4 line S 01°01'32" W, 931.58 ft. to the center post of said Section 6; thence continuing along said North and South 1/4 line S 01°00'04" W, 377.49 ft; thence along a line parallel to the East and West Y4 line, N 88°23'27" W, 1570.80 ft.; thence N 01°32'47" E, 650.01 ft.; thence S 88°23'27" E, 1278.48 ft; thence N 24°35'44" E, 715.83 ft. to the point of beginning of the parcel herein described. Containing 1,113,365 sq. ft. or 25.559 acres of land, more or less. Subject to and together with easements for ingress, egress and public utilities from Pontiac Trail. Also being subject to any other 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 Five Hundred Fifty Thousand ($550,000.00) 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. 2. TITLE CONVEYED Title to the premises shall be conveyed at the closing by a warranty deed showing no 25 Acres NATEMPFILEUOHN\PARKS \25ACRESTURCHAS8.AGR Purchase Agreement 2/24/97 Page 1 exceptions except as Purchaser allows under paragraph four (4). The Seller shall pay for revenue stamps, notary fees, and transfer tax on the deed. The Purchaser shall pay any costs and fees associated with any property split involving the subject property. 3. TITLE INSURANCE At Seller'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 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. Page 2 25 Acres NATEMPFILEUOWPARKS ,25ACRES\PURCHAS8.AGR Purchase Agreement 2/24/97 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 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. Page 3 25 Acres NATEMPFILE\JOHN\PARKS\25ACRESTURCHAS8.AGR Purchase Agreement 2/24/97 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. 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, and shall receive a full refund of Purchaser's Earnest Money Deposit. 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 25 Acres NATEMPFILEJOHNTAFtKS\25ACREMPURCHAS8.AGR Purchase Agreement 2/24/97 Page 4 marketable title insurance policy. 15. DOCUMENTS TO BE FUUTISHED 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 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: any planned or commenced public improvements that might result in special assessments or otherwise directly and materially affect the premises or the personal property; (1 ) 25 Acres NATEMPFILEJOHNNPARKS \25ACRES \PURCHAS8.AGR Purchase Agreement 2/24/97 Page 5 (2) any government agency or court order requiring repairs, alterations, or corrections of any existing conditions; (3) 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 TI-TE PI TR CH A 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 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 Page 6 25 Acres NATEMPFILE\JOHN\PARICS\25ACRES\PURCHAS8.AGR Purchase Agreement 2/24/97 172.914 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. b. 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 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 Page 7 25 Acres NATEMPFILE\JOHN\PARKS\25ACRES\PURCHAS8.AGR Purchase Agreement 2/24/97 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. WITNESSED BY: PURCHASER: By: John P. McCulloch, Chairperson Date: Oakland County Board of Commissioners Page 8 25 Acres NATEMPFILEUOWPARKS \25ACRES PURCHAS8.AGR Purchase Agreement 2/24/97 WITNESSED BY:" SELLER: H.M.W Company Date: WITNESSED BY: SELLER: H.M.W Company Date: WITNESSED BY: SELLER: H.M.W Company 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 By: James R. McCann Managing Partner Date: Page 9 25 Acres NATEMPFILEUOHNNPARKS\25ACRES\PURCHAS8.AGR Purchase Agreement 2/24/97 r; z c / or, 000 -01Io !'44 1/43 ea • ' _ _ 002. 2J1• 001 PL ......... •••• • PC VVe ynka.r- ck. grthar iCe 47. 4- 10L-002- /77 CS Ifer A k121 1' 414 44 Pollard. • 41.1.. 014 -041 FISCAL NOTE (M.R. #97041) BY: FINANCE AND PERSONNEL COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON IN RE: PARKS AND RECREATION COMMISSION - AUTHORIZATION TO NEGOTIATE THE PURCHASE OF ADDITIONAL ACREAGE AT LYON OAKS COUNTY PARK (Part of Tax Sidwel1 #22-06-300-001, 25.559 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 25.559 acres Of property at Lyon Oaks valued at $550,000. 2. Money is available in Parks and Recreation fund balance to cover this purchase. 3. No budget amendments are required at this time. FINANCE AND PERSONNEL COMMITTEE In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 20th dayio_g_MarclAr41.9 n D. Allen, County Clerk Resolution #97041 March 20, 1997 Moved by Palmer supported by Pernick the resolution be adopted. AYES: Garfield, Huntoon, Jacobs, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch, McPherson, Millard, Obrecht, Palmer, Pernick, Powers, Schmid, Taub, Wolf, Amos, Coleman, Devine, Dingeldey, Douglas. (23) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. I/ I HEREBY FOREGOING RESOLUTION I L Brooks/Pa . : son, County Executive Date 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.