HomeMy WebLinkAboutResolutions - 1997.11.06 - 25166PLANNING AND BUILDING COMMITTEE
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Char'" . Palmer, Chairperson
November 6, 1997
MISCELLANEOUS RESOLUTION #97235
BY: PLANNING AND BUILDING, CHARLES E.PALMER, CHAIRPERSON
IN RE: FACILITIES MANAGEMENT - PROPOSED OFFER TO PURCHASE PROPERTY LOCATED
AT 1151 CROOKS ROAD, TROY, MICHIGAN SIDWELL NUMBER 20-32-226-010
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, the Planning and Building Committee at its May 30, 1995 meeting
authorized the Department of facilities Management to explore the availability
of facilities to replace the County's Fourth Street and Troy Street properties
located in the City of Royal Oak; and
WHEREAS, on January 21, 1997 the Planning and Building Committee authorized
the Department of Facilities Management to have an appraisal made of property
located at 1151 Crooks Road, Troy, Michigan as a replacement for facilities sold
to the city of Royal Oak; and
WHEREAS, on March 25, 1997 the Planning and Building Committee authorized
the Department of Facilities management to negotiate for the purchase of the
facility located at 1151 Crooks Road, Troy, Michigan; and
WHEREAS, on October 16, 1997 an agreement was reached between the County
of Oakland and First Industrial Realty Trust, Inc. for the County of Oakland to
purchase the facility located at 1151 Crooks Road, Troy, Michigan for $5,140,000
subject to the terms of the purchase agreement and approval of the Oakland County
Board of Commissioners; and
WHEREAS, the 1998 Capital Improvement program includes $7,150,000 for the
acquisition and renovation of a facility to replace the office space diminished
by the sale of County facilities in the City of Royal Oak; and
WHEREAS, the Department of Facilities Management and Corporation Counsel
recommends the purchase of this 55,594 square foot facility located on a 5.2 acre
site at 1151 Crooks Road, Troy, Michigan for the amount of $5,140,000.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners
approves and agrees to purchase the property located at 1151 Crooks Road, Troy,
Michigan subject to the terms and conditions of the "Offer to Purchase" dated
October 16, 1997 for the amount of $5,140,000 from First Industrial Realty Trust,
Inc
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners
directs its chairperson or its designee to execute the necessary documents to
effect the same.
Chairperson, on behalf of the Finance and Personnel Committee, I move the
adoption of the foregoing resolution.
OAKLAND COUNTY EXECUTIVE
DEPARTMENT OF FACILITIES MANAGEMENT
RECOMMENDATION TO PURCHASE FACILITY AT
1151 CROOKS ROAD, TROY, MICHIGAN
October 28, 1997
In accordance with authorization received and the Planning and Building Committee
guidelines established at its March 25, 1997 meeting, this department has proceeded to
negotiate for the purchase of the 55,594 square foot facility located on 5.92 acres at 1151
Crooks Road, Troy, Michigan.
Contingent on the approval of the Board of Commissioners, the County's third offer of
$5,140,000 was accepted. This offer is well below the owner's original asking price of
$5,467,000.
It is the County Executive's recommendation the Board of Commissioners approve the
purchase for the following reasons:
1. The County's substandard and undersized Fourth Street and Troy Street Office
Buildings which housed Veterans' Services, Circuit Court Probation and Probate
Court Juvenile Services, were sold to the City of Royal Oak. The closing date for
the Troy Street Office Building is May 8, 1998.
2. It is more cost effective and timely to purchase and renovate the office buildings
than to construct new facilities. The County could renovate and occupy the 1151
Crooks Road facility is approximately six (6) months after the existing tenants
vacate the facility at the end of February 1998. The estimated time to purchase
property, design, construct and occupy new facilities could take three (3) or more
years.
3. The facility has numerous desirable features which are advantageous to the
County:
a. All existing County functions located in the Fourth Street and Troy
Street Office Buildings can be consolidated at this location. Space
exists for future expansion.
b. The property is adjacent and abuts the Oakland-Troy Airport property.
Potential use of approximately two (2) acres of vacant property for
airport use make this portion of the property eligible for Federal (90%)
or State (50%) reimbursement of property value. This value could
represent a financial reimbursement for approximately two (2) acres
rangina from $195.000 to $350.000 of the purchase price,.
Page 1 of 3
Recommendation to Purchase Facility at
1151 Crooks Road, Troy, Michigan
October 28, 1997 P&B Meeting
c. The Crooks Road location is a major road and offers good public
access. Public transportation to access the facility is available.
d. 211 car parking lot is more than adequate.
e. Room exists for expansion of County Services.
f. The facility is only 11 years old.
g. The facility can easily be renovated to accommodate County needs.
VALUE OF PURCHASE:
$5,140,000 • Cost of facility
-130,000 • Revenue of existing carry-over lease from Dec. 1, 1997 thru
Feb. 28, 1998 with GM at $50,000 per month less $20,000
assumed expenses ($150,000 -$20,000 = $130,000)
-195,000
$4,815,000
• Probable 50% reimbursement from State of Michigan for
Oakland-Troy Airport use of 2 acres of property (potentially
90% Federal reimbursement of property equaling
approximately $350,000 available instead of State funding).
= Probable real cost of facility
VALUE OF PURCHASE COMPARED TO APPRAISAL:
$5,120,000 • Value of facility - January 1998 - per Attachment "A"
-4,815,000 • Probable real cost of facility
$ 265,000 • Estimated savings vs appraised value
Page 2 of 3
Recommendation to Purchase Facility at
1151 Crooks Road, Troy, Michigan
October 28, 1997 P&B Meeting
SUMMARY:
The replacement of the Fourth Street and Troy Street Office Buildings has been listed
as a high priority in the Capital Improvement Program for several years. Finding an
appropriate and cost effective facility in an acceptable location has been a difficult task. Over
twenty facilities have been investigated and found deficient because of size, location,
environmental problems and/or cost. Additionally, the real estate market indicates the
occupancy rate of facilities in southeast Oakland County are at the 95% or higher level. The
real estate industry predicts this high occupancy rate will continue to exist for three (3) to five
(5) more years.
The proposed facility offers an excellent and cost effective solution for the consolidation
of necessary County services into one facility to service the citizens of southeastern Oakland
County. An additional benefit to the purchase of this property is its adjacency to the Oakland-
Troy Airport and airport use of two (2) acres of the property.
Also attached to this report is a general location map (Attachment "B"), a letter from
Corporation Counsel (Attachment "C"), and Offer to Purchase (Attatchment "D").
Page 3 of 3
Lane D. Rupright, MA!
President ATTACHMENT "A"
March 10, 1997
41ADV-TSORYFIVI rf INC .412LitAISERSAWL ..E.WsEC°1 ILIU...3NTS
7450Per'YZ iTelephone (110)620-.1012
Clarkston, Michigan 48341 FAX (110)620-9476
Mr. Patrick Campbell
Real Estate Section Department of Facilities Mgmt.
Oakland County Public Works Building
One Public Works Drive
Waterford, Michigan 48328-1907
RE: Appraisal of a high-tech industrial building located at 1151 Crooks Roall, Troy, Michigan
Dear Mr. Campbell:
I recently appraised the above reference property for you. The appraised value w $4,673,000 as of
February 12, 1997. The appraised value may be low based on an effective dat of apprnimately
February 12, 19,g8 due to the following three considerations.
9 .
1. It is my understanding that the building may receive approximately S 1 00,000 worth of
renovation due to a sho rt term lease. The leasee is General Motors wh may occupy the
building for 10 to 12 months.
2. The appraised value may be low due to an improper replacement c0
• replacement cost may require an increase which could cause the appraised *
• higher.
t analysis. The
ue to be $50,000
3. Lastly, if appreciation continues at its present rate, subjects market value shotild be 4% greater
on February 12, 1998.
The sum of the appraised value ($4,675,000), the renovation cost ($200,000) a4id the appraisal
adjustment ($50,000) is $4,925,000. Multiplying 54,925,000 by 104% to re1ect anticipated
appreciation indicates a potential value of S5,122,000 rounded to 55,I20,000 as of January 12, 1908.
Please call if you have further questions or comments.
Sincerely,
e D. Rupright,
State Certified Appraiser
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OAKLAND COUNTY PLANNING DIVISION
PROPOSED SOUTHEAST OAKLAND
OFFICE BUILDING
nn••••
COUNTY MICHIGAN
DEPARTMENT OF CORPORATION COUNSEL
Gerald D. Poisson, Director 854-0553
Jody M. McLeod 558-0557
OC =CORP COUNSEL
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COAKLAND!
ve 248 858 1003 09111197 16:10 [::)1 :02/03 NO:653
ATTACHMENT "C" •••n.11.
L BROOKS PATTERSON, OAKLAND COUNTY EXECUTIVE
September 12, 1997
Peter A. Letzmann, Troy City Attorney
500 W. Big Beaver Road
Troy, MI 48084
Re: Oakland County's Proposed Purchase of
the Facility located at 1151 Crooks Road
Dear Mr. Letzmann:
Please allow this letter to serve as an explanation of Oakland County's position regarding its desire
to purchase the facility located at 1151 Crooks Road ("Crooks Road property"). Specifically, it is the
County's understanding that the City of Troy's concern lies in potentially setting a precedent for other
contests involving its zoning ordinance. This area of concern will be the issue addressed in this
letter.
It should be noted by the City's governing body that it is the County's initial position that the
proposed use for the Crooks Road property would require an M-1 zoning. This position was
described at great length by Mr. Ross in his letter to you dated August 15, 1997. It is for that reason
I will not reiterate the specifics supporting that view.
Oakland County also contends that since the facility at issue will be used in the furtherance of a
governmental function, the County is preempted from Troy's zoning ordinance.
Under Dearden v Detroit, 403 Mich 257 (1978), the Court held, "that the legislative intent, where it
can be discerned, is the test for determining whether a governmental unit is immune from the
provisions of local zoning ordinances." Id. At 264. In Twp. Of Addison Oakland County, No. 198587
(Dec. 20, 1996), the Court interpreted the analysis of Dearden by stating, we believe that the
appropriate analysis is to compare the statutes at issue and discern the legislative intent to
determine whether the State Police Department is immune from the provisions of the TRZA
[Township Rural Zoning Act, MCLA § 125.271].
Therefore, by using the Dearden reasoning as applied in Addison, the Troy enabling statute must
be examined and compared with the County enabling statute to determine if there was legislative
intent to grant immunity to the County. Under MCLA § 125.581(1):
[t]he legislative body of a city or village may regulate and restrict the use of land and
structures: to meet the needs of the state's residents for food, industry, trade,
service, and other uses of land; ... to facilitate adequate and efficient provisions for
transportation systems, ... and other public service and facility needs; and to promote
public health, safety and welfare,... (emphasis added).
The statute states that the legislative body has the discretion to regulate the use of land to meet the
needs of the residents. The occupation of the County and its governmental services at the Crooks
Corn Tem*/ - Wool WIng• • I 2C0 IWO% Toloworei Road • Pontiac. Miomoon 46341.0419 • (241)4166.0550 • Fax ( 2481 856-1=1
McLe
,orpo bon Counsel
ri 248 858 1003 09111197 16:10 J :03/03 NO:653 OC,..CORP COUNSEL
OAKLAND COUNTY CORPORATION COUNSEL
Peter Letzman, Esq.
(Re: Proposed Purchase)
September 12, 1997
Page 2
Road location would serve the residents of Southeast Oakland County including residents of the City
of Troy.
In Brandon Twp. V No.-Oak. Res. Serv., 110 Mich App. 300 (1981), the Court stated, "as a general
principle of law that local zoning ordinances are subordinate to otherwise permissible legislative
enactments ... zoning restrictions cannot be trod upon without a legitimate public interest being
served." Id. At 304-305. In the Crooks Road acquisition, the facility will serve a legitimate public
interest, as outlined in Brandon, and thus, its purpose takes precedence over the Troy zoning
ordinance.
The Court in Mainster v West Bloomfield Twp., 68 Mich App 319 (1976) held that "a governmental
unit is immune for the effect of its zoning ordinance if its use of the subject property is in the
furtherance of a governmental, rather than e proprietary, function Id. At 325-327 (emphasis
added). The proposed use of the Crooks Road property will be exclusively to provide governmental
services to the residents of Southeastern Oakland County and hence falls under the governmental
exception.
The enabling statute which grants authority to a county form of government is silent on the
legislative intent of whether or not it is preempted from the local city zoning ordinances. Therefore,
the reasoning outlined in the Mainster holding would be applicable and Oakland County is
preempted from Troy's zoning ordinance because the building's use is strictly in the furtherance of
a governmental function.
The preemption of the County should play no role in the issues facing the City of Troy in other
zoning matters within the City. It should be understood that the County is not a party to those zoning
matters involving the City and the County would only be assuming the issues involved in those
matters. However, it is clear from the analysis above that an attempt to use the County in pending
zoning issues would be a vain attempt by the other parties to compare "apples to oranges": a
preemption would be irrelevant in a suit where the Troy zoning ordinance is applicable.
Sincerely,
OAKLAND COUNTY CORPORATION COUNSEL
cc: Jeanne M. Stine, Mayor
City of Troy Council Members
Charles E. Palmer, Commissioner
David Ross, Director
Jean Chamberlin, Director
C0111 Toloor • vwet woo • Imo Nom, rwarago, Apse • Parib•C 1190V90 903914419 • (298) OSA 4SSO • rat (24e) $54. 1033
27248 858 1003 09111197 16:10 i :01/03 NO:653 Oc.C,ORP COUNSEL
• .•
nmmimmnnmmomm. • OAKIANEW'
L. BROOKS PATTERSON. OAKLAND COUNTY EXECUTIVE
COUNTY MICHIGAN
DEPARTMENT OF CORPORATION COUNSEL
Facsimile
Gerald D. Poisson, Director 80-0553
Jody M. McLeod, Deputy 858-0557
Michael D. Bleszczek 858-0551
Joseph W. Colaienne 975-9618
John F. Ross 858-0558
Julie L. Secontins 858-0558
Donald F. Slavin 858-0554
Peter I.etzmann - 810-524-3259
Mayor Jeanne M. Stine - 248-643-7361
Henry W. Allemon - 248-813-9745
Anthony Pallotta - 248-813-9875
Matt Pryor - 248-828-4453
Louise E. Schilling - 248-813-9746
John R. Stevens - 248-619-0756
Eldon Thompson - 248-879-3710
David Ross - 452-2250
Jean Chamberlain - 858-5111
From: Jody M. McLeod
Fax #:
Re: Proposed purchase of Crooks Road Property
Date: September 12, 1997
Pages: 3, including this cover sheet.
Please find the letter from Jody M. McLeod regarding the proposed purchase of Crooks Road property.
To:
If this transmission is incomplete, please call Pat at (248)858 -0550.
NOTICE
DIE INFORMATION CONTAINED IN '11115 FACSIMILE ml:ssAGE IS 11(IVILEGED AND coNFIDENTIAL INFORMATION INTENDED ONLY FOR THE USE (a, THE INDIVIDIIAL
OR ENTITY NAMED ABOVE. IF 'DIE KEADER OF THIS MESSAGE IS NOT THE INTENDED REGIPIE.NT, THE READER IS HEREBY NOTIFIED THAT ANY DISSF.MINATION,
DISTRIBLFFION (IR (1)pyINCi OF THIS COMMUNIcATioN IS surn.se Paolliaria). IF YOU HAvr RI A 7E1 vED IIIIS COMMUNICATION IN ERROR. PLEASE IMMEDIA'TELY
NOTIFY US SO THAT WE CAN ARRANGE FOR RE'Ilti•vAl. OF THE DOCUMENTS AT NO COST TO YOU
Court TO•ref VV•el WIN • 120D NOM T•lepripl9 good • Pontiac Micanin 403414419 • 4248) 8934550 • Fax (2410868.1003
ATTACHMENT "D"
OFFER TO PURCHASE
This Agreement made and entered into this It' day of Od-e, ti24/ , 1997,
by and between the County of Oakland, a Michigan Constitutional Corporation, 1200 N.
Telegraph Road, Pontiac, MI 48341 (hereinafter "Purchaser") and First Industrial Financing
Partnership, L.P., a Delaware Limited Partnership, 311 S. Wacker Drive, 40th Floor,
Chicago, IL 60606 (hereinafter "Seller") for the purchase of all right, title and interest of
Seller in and to land together with all structures, appurtenances and improvements located
thereon, described as:
State of Michigan, County of Oakland, City of Troy, T2N, R11E, Sec. 32, Oakwood Industrial Park,
Lot 7
Together with and subject to all licenses, easements and restrictions relating thereto
(commonly known as 1151 Crooks Road, Troy, MI, an approximately 54,675 square foot
building and 5.92 acres of land (Sidwell Number: 20-32-226-010), subject to the following
terms and conditions:
1. Purchase Price
Subject to the adjustments and prorations provided in this Agreement, the Purchase
Price shall be Four Million Eight Hundred Ninety Thousand and no/100 Dollars
($4,890,000.00), payable as follows:
a. Earnest Money Deposit. Purchaser shall pay Fifty Thousand and no/100 Dollars
($50,000.00) as earnest money deposit. Said deposit shall be placed in a trust account at
a mutually agreeable title company, within five (5) working days of Seller's acceptance of
this offer and shall be applied toward the Purchase Price at the time of closing or disbursed
to Seller in accordance with this Agreement.
b. Cash Sale. Balance of the Purchase Price shall be paid in cash by certified check
or wire transfer at the time of closing upon delivery of the usual Warranty Deed and
marketable title to the property.
2. Title
The Seller shall deliver to Purchaser, as soon as possible after acceptance of this
offer, but not later than ten (10) days after acceptance, a commitment for an ALTA owner's
form title insurance policy, without standard exceptions, in an amount not less than the
Purchase Price, certified to a date later than the acceptance hereof.
If objection to the title is made, based upon the written opinion of the Purchaser's
attorney that the title is not marketable, the Seller shall have thirty (30) days from the date
Seller is notified, in writing, 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
1
Purchaser, the Purchaser's title against such defects claimed although Seller will not be
in default hereunder if it fails to remedy the defects or obtain title insurance over the
defects. If the Seller fails to remedy the defects, or obtain such commitment for title
insurances within said period, Purchaser may waive said title defects and close subject to
same. Purchaser shall be deemed to have waived all title defects disclosed by the
commitment and to have agreed to close subject to such defects if Purchaser fails to give
Seller a written notice of termination within three (3) days after expiration of Sellers 30 day
cure period. However, if Purchaser does not so waive, the deposit shall be refunded
forthwith to Purchaser and this Agreement terminated.
3. 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
within ninety (90) days from Owner's signature or acceptance of this agreement and upon
due diligence, closing shall be completed within 14 days of the expiration of the ninety
days. Purchaser shall have the right to walk through the property within twenty-four (24)
hours of closing to determine that the property and structures located thereon remain in
substantially the same condition as they were on the date of this agreement. Purchaser's
satisfaction with the results of such walk through shall be a condition of its obligation to
close hereunder.
4. Default of Purchaser
In the event the Purchaser shall default in the performance of its obligations herein,
Seller may:
a. Declare that the Purchaser has forfeited all rights hereunder and
retain the deposit as liquidated damages.
5. 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; or
c. Pursue such other remedies as are available at law.
6. Risk of Loss
Until delivery of the Warranty Deed, risk of loss by fire, windstorm or other shall be
borne by Seller.
2
If, prior to closing, all or any portion of the project is damaged by fire or other natural
casualty (collectively "Damage"), or is taken or made subject to condemnation, eminent
domain or other governmental acquisition proceedings (collectively "Eminent Domain:),
then:
(a) If the aggregate cost of repair or replacement or the value of the
Eminent Domain (collectively, "repair and/or replacement") is $100,000.00
or less, in the opinion of Purchaser's and Seller's respective engineering
consultants, Purchaser shall close and take the project as diminished by
such events with an assignment by Seller of any casualty insurance or
condemnation proceeds and the payment by Seller to Purchaser of any
applicable deductible amounts.
(b) If the aggregate cost of repair and/or replacement is greater than
$100,000.00, in the opinion of Purchaser's and Seller's respective
engineering consultants, then Purchaser, at its sole option, may elect either
to (I) terminate this Agreement by written notice to Seller and receive an
immediate return of the earnest money, together with all interest earned
thereon, and neither party shall have any further liability to the other
hereunder, except as specifically provided elsewhere in this Agreement; or
(ii) proceed to close and take the project as diminished by such events
together with an assignment of the proceeds of Seller's casualty insurance
for all damage (or condemnation awards for any Eminent Domain) and the
payment by Seller to Purchaser of any applicable deductible amounts.
(c) In the event of a dispute between Seller and Purchaser with
respect to the cost of repair and/or replacement with respect to the matters
set forth in this Paragraph 6, an engineer designated by Seller and an
engineer designated by Purchaser shall select an independent engineer
licensed to practice in the jurisdiction where the project is located who shall
resolve such dispute. All fees, costs and expenses of such third engineer so
selected shall be shared equally by Purchaser and Seller.
7. Possession
Purchaser shall have possession of the premises at closing, with the Seller's
removal of all personal items not specifically detailed herein. Any property left after closing
shall be deemed abandoned. Purchaser's right to possession at closing shall be subject
to the rights of tenants of the premises.
8. Taxes
All taxes on the property which are first due and payable on or before the date of
closing shall be paid by Seller, with proration based upon due date and based upon
payment of taxes in advance.
3
9. Special Assessments
Any currently due and payable installments of special assessments against the
premises shall be paid by Seller at or before closing. Purchaser shall be liable for all
installments of special assessments first coming due after the closing. Special assessment
installments first becoming payable during the twelve months prior to closing will be
prorated on a due date in advance basis.
10. Miscellaneous Charges
a. Interest, rents and other non-governmental fees and charges shall be
prorated and adjusted as of the date of closing.
b. Sewer and water charges relating to the premises for the period prior
to closing shall be paid by Seller.
11. Contingencies of Sale Due Diligence
The following conditions precedent must be met, to Purchaser's satisfaction, prior
to sale. In the event the conditions set forth below are not satisfied, in Purchaser's sole
determination, Purchaser shall notify Seller in writing 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, which
Purchaser shall have ninety (90) days from the date of Seller's signature or acceptance of
this offer to complete.
a. Purchaser shall have received approval from the necessary
governmental authorities to operate the existing structure consistent
with Purchaser's intended use, County offices and related services
including, but not limited to, certificates of occupancy, building permits
and zoning approvals.
b. Purchaser shall perform environmental tests on the property deemed
necessary to determine the land's fitness for Purchaser's intended
use with the understanding that any alterations of the land caused by
the testing procedure shall be repaired and restored to its original
condition at the Purchaser's cost. The cost of the environmental tests
shall be equally borne by Purchaser and Seller.
c. Seller shall furnish to Purchaser, at Seller's expense, the state
boundary survey of the parcel described under the description in
Paragraph 1, within twenty (20) days of the date of this Purchase
Agreement.
4
d. The transfer and assignment of any and all Leases or other
instruments which could affect or interfere with the sole use and
enjoyment of the property.
e. This sale is subject to the approval of the Oakland County Board of
Commissioners.
Purchaser shall be deemed to have waived all of the contingencies if Purchaser
does not give written notice to Seller of Purchaser's dissatisfaction with the contingencies
on or before the expiration of sixty (60) days from the date of Seller's acceptance of this
offer.
12. Documents to be Furnished by Seller
Seller agrees to provide to Purchaser within ten (10) days of signing this Purchase
Agreement, copies of the following, in the possession of, Seller:
a. Any prior environmental reports
b. All easement agreements
c. Any existing tenant leases, if applicable
d. All existing architectural and engineering drawings.
Purchaser agrees to sign a confidentiality agreement in a form reasonably
acceptable to Seller at the time such items are delivered by Seller to Purchaser. Said
confidentiality agreement shall be subject to any applicable federal or state law and/or legal
or court process.
13. Seller's Representation. Warranty and Covenant
Seller represents, warrants and covenants and agrees that the following is true as
of the date hereof and makes the representation and warranty with the understanding that
each of said representation and warranty is material, notwithstanding any investigations,
inspections or examinations made by or on behalf of Purchaser, and have been relied
upon by Purchaser in connection herewith:
Seller has received no notice and has no knowledge of any condemnation,
or regular or special assessments or proceedings concerning same, affecting
either the whole or any part of the Premises.
Except as expressly stated above, the sale of the premises is made to Purchaser
on an "as-is", "where-is" basis in all respects, without representation or warranty of any
kind or nature by Seller (whether express or implied, written or oral). Purchaser
5
acknowledges that it will have had an adequate opportunity to inspect the premises and
otherwise make all appropriate investigations and inquires concerning the premises and
this transaction.
14. Binding Effect
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.
15. Location of Closing
The closing of this sale shall take place at the office of a title company agreeable
to the parties or at a mutually agreeable location.
16. Representations and Warranties to Survive Closing
All representations and warranties made herein shall survive the closing
contemplated hereunder.
1 7. 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 (except for loss of rents prior to
closing.)
1 8. 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 at the top of Page 1. 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.
19. 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.
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20. 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.
21. Severability
Should any part of this Agreement for any reason be determined to be invalid, such
determination shall not affect the validity of any remaining portion thereof.
22. 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.
23. Brokerage
The brokerage fees payable to Signature Associates in connection with this
transaction shall be paid by Seller at closing in accordance with the terms of a separate
written agreement between the Seller and Signature Associates.
24. Purchaser's Representations
Purchaser represents and warrants to Seller that Purchaser has full and unrestricted
power and authority to enter into and perform this Agreement and that, except only for
approval of this Agreement by the Oakland County Board of Commissioners, all consents
and approvals necessary for the due execution and performance of this Agreement by
Purchaser have been obtained and are in full force and effect.
25. Seller's Contingency
Seller's obligations hereunder are contingent upon approval of this Offer and the
transaction described herein by Seller's investment committee.
26. As Is Sale
Purchaser specifically acknowledges that Purchaser is not relying on (and Seller
hereby disclaims and renounces) any representation or warranty of any kind or nature
whatsoever, except as specifically set forth in Section 13. Further, Purchaser, for
Purchaser and Purchaser's successors and assigns, hereby releases Seller from and
waives any and all claims and liabilities against Seller for, related to, or in connection with,
any environmental condition at the project (or the presence of any matter or substance
relating to the environmental condition of the project), including, but not limited to, claims
7
and/or liabilities relating to (in any manner whatsoever) the actual or threatened presence,
discovery or removal of any hazardous, toxic or dangerous materials or substances located
in, at, about or under the project, or for any and all claims or causes of action based upon,
in connection with or rising out of CERCLA (the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. §9601, et seq., as amended by the
Superfund Amendment and Reauthorization Act of 1986, and as may be further amended
from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
§6901, et sq., or any related claims or causes of action or any other federal or state based
statutory, regulatory or common law causes of action for environmental matters with
respect to or affecting the project.
27. 1031 Exchange Seller shall have the right, at its election, to treat the transaction
contemplated by this Agreement as a part of an exchange of property (either simultaneous
or deferred) pursuant to the applicable provisions of Section 1031 of the Code (hereinafter
referred to as the "1031 Exchange"), and Purchaser shall cooperate with Seller in the event
of such an election, including, without limitation, by executing an acknowledgment
(hereinafter referred to as the "1031 Acknowledgment") of Seller's assignment of this
Agreement to the trustee or qualified intermediary (hereinafter referred to as a "Seller
Intermediary") participating with Seller to effectuate the 1031 Exchange. In the event of
such an election, Purchaser agrees that the net sale proceeds of the transaction
contemplated by this Agreement shall be paid to the trustee or qualified intermediary
under, and shall be held by such trustee or qualified intermediary in trust pursuant to the
terms of the trust created to effectuate such exchange.
Notwithstanding anything to the contrary contained herein: (I) Purchaser shall not
be obligated to take title to any replacement property or otherwise to become liable with
respect to any replacement property; (ii) in the event that Seller requests Purchaser to
execute any documents other than the 1031 Acknowledgment in connection with the 1031
Exchange, Seller shall indemnify Purchaser for all claims or loss (including reasonable
attorneys' fees and costs) arising by reason of Purchaser's execution of such additional
documents. Such indemnity shall survive the closing and shall be self-executing and shall
not be evidenced by or documented by a separate indemnity agreement other than as
provided in this Agreement; (iii) except to the extent of any liabilities expressly assumed
by the Seller Intermediary in writing in connection with such assignment, the Seller
Intermediary shall have no personal liability to Purchaser or any other person or entity
under this Agreement, or under any other document or instrument at any time executed
by Seller or the Seller Intermediary in connection herewith or pursuant hereto (each such
document or instrument being referred to herein as a "Seller Related Document"), and
neither Purchaser nor any other person or entity shall have any recourse against the Seller
Intermediary or any of its assets on account of any breach or default hereunder or under
any Seller Related Document; (iv) the Seller Intermediary shall, at the option of Seller, have
all of the rights and remedies of Seller provided for herein or in any Seller Related
Documents; (v) there shall be no diminution of Purchaser's rights or remedies, and no
increase of Purchaser's liabilities or obligations, hereunder or under any Seller Related
Document on account of such assignment; and (vi) notwithstanding anything to the
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WITNESSED BY:
BY:'15ovi4
Its: 1.)i-or kerg iobJett
Date: efillefi
9
contrary contained in this Section 27, Seller shall continue to be liable for (A) all obligations
imposed upon Seller hereunder, and (B) all obligations imposed upon the Seller
Intermediary in any Seller Related Document required to be executed by the Seller
Intermediary after the date of such assignment pursuant to the terms of this Agreement.
28. Closing
It is agreed that the closing, in addition to the balance of the purchase price, as
adjusted, being due and payable to Seller, Purchaser shall pay to Seller Two Hundred Fifty
thousand and no/100 Dollars ($250,000.00) as a non-renewal fee in consideration of Seller
not renewing its tenant's lease. Payment of this non-renewal fee shall be a condition to
Seller's obligation to close hereunder.
PURCHASER:
By: ifIts: C irpan, Oakland County
ard of Commissioners
Date:" !olio Ion
SELLER'S ACCEPTANCE
The above offer is accepted by Seller, who agrees to be bound by all of the terms
and conditions contained herein.
WITNESSED BY:
94 a2d1
SELLER:
First Industrial Financing Partnership, L.P.
By: First Industrial Finance Corporation,
General Partner
FISCAL NOTE (Misc. #97235) November 6, 1997
BY: FINANCE AND PERSONNEL COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: FACILITIES MANAGEMENT - PROPOSED OFFER TO PURCHASE PROPERTY LOCATED AT
1151 CROOKS ROAD, TROY, MICHIGAN BIDWELL NUMBER 20-32-226-010
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 referenced resolution and finds:
1. Resolution authorizes the purchase of the office building located at
1151 Crooks Road, Troy, Michigan from First Industrial Realty Trust,
Inc. For $5,140,000.
2. The 1998 Capital Improvement program includes $7,150,000 for the
acquisition and renovation of new buildings to replace the buildings
sold to the City of Royal Oak.
3. The FY 1998 budget reflects increases in Building Space Rental for
the appropriate departmental budgets. Therefore, no additional
funding is requested at this time.
4. The FY 1998 budget shall be amended as follows for the purchase of
the building.
Dept. Ora.Cost Acct. Pra.Cost Acct.
General Fund - Non-Departmental
Exp. 90 210000 21000
Exp. 90 290000 25000
Object Description FY 1998
9054 Future Space $(5,140,000)
9169 Misc.Capit.Out. $5,140,000
Total -0-
FINANCE AND PERSONNEL COMMITTEE
Resolution #97235 November 6, 1997
Moved by Palmer supported by Garfield the resolution be adopted.
AYES: Dingeldey, Douglas, Garfield, Holbert, Huntoon, Jensen, Johnson,
Law, McCulloch, Millard, Moffitt, Obrecht, Palmer, Pernick, Powers, Schmid, Taub,
Wolf, Amos, Devine. (20)
NAYS: Jacobs, Kingzett, McPherson, Coleman. (4)
A sufficient majority having voted therefor, the resolution was adopted.
1}1ERE13)471:19,4HE FOREGOING RESOLUTION
4/ 2-M7
L Brooks eat(erson, 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 November 6, 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 6th day of November 1997.
Allen, County Clerk