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Home My WebLink AboutResolutions - 1998.08.20 - 25271Miscellaneous Resolution #98188 August 20, 1998 G AND BUILDING COMMITTEE PLA BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON IN RE: PARKS AND RECREATION COMMISSION - EXCHANGE OF PROPERTY AT WHITE LAKE OAKS (SIDWELL NO. 12-24-200-004) TO NORTH OAKLAND GIRL SCOUTS (REVERTER CLAUSE) TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: WHEREAS, pursuant to Miscellaneous Resolution #85187, the Oakland County Board of Commissioners Quit Claimed to the North Oakland County Girl Scout Council a parcel of land located in White Lake Township at White Lake Oaks Golf Course, being part of tax parcel #12-24-200-004; and WHEREAS, the property deeded over by the County was in exchange for property of equal value, which was simultaneously Quit Claimed to the County by the North Oakland County Girl Scout Council, said property lying along the westerly border of White Lake Oaks Golf Course; and WHEREAS, the Quit Claim Deed given by the County contained a Reverter clause, which stated that if the North Oakland County Girl Scout Council ever "ceases to use said property for scouting activities or attempts to assign or convey its interest in said property" the property would revert back to the County; and WHEREAS, the Quit Claim Deed given by the North Oakland County Girl Scout Council also contained a Reverter Clause which stated in pertinent part that if the County ever exercised its Reverter Clause, then the property given to the County in exchange by the North Oakland County Girl Scout Council would revert back to the Council; and WHEREAS, in early 1994 the Michigan Metro Girl Scout Council became the successor in interest to the North Oakland County Girl Scout Council; and WHEREAS, in order for the North Oakland County Girl Scout Council to wind up its affairs it will be necessary for it to assign its interest in the White Lake property to the Michigan Metro Girl Scout Council which assignment will cause the reverter clause in the County's deed to take effect, and thereby triggering the reverter clause in the North Oakland County Girl Scout Council's deed as well; and WHEREAS, the Michigan Metro Girl Scout Council has requested the County of Oakland to consider Quit Claiming the subject property to the Michigan Metro Girl Scout Council under the same terms and conditions as existed in the 1985 exchange of properties; and WHEREAS, the Oakland County Parks and Recreation Commission has reviewed and recommends this action; and WHEREAS, the Department of Facilities Management along with Corporation Counsel has reviewed all the necessary agreements and documents. NOW THEREFORE BE IT RESOLVED that the County of Oakland hereby agrees to execute the necessary documents and agreements to Quit Claim to the Michigan Metro Girl Scout Council the subject property containing 0.77 acres of land and identified on the White Lake Township tax rolls as tax parcel #12-24-200-004, in exchange for the property on the westerly border of White Lake Oaks Golf Course. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby directs its Chairperson to sign the necessary documents to effect the transfer. 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 with Johnson absent. 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CLAIM URED CORPORATION CI 1948, 686.162 right of reverter to Grantor in ing activities or attempts to \ 19 85 Signed end Sealed: ryrorm M.B.A. 28.672 2703 N. Woodward / Bloomfield Hills, Michigan 48013 / (313) 847.2171 -L-(313) 338.7135 32290 Five Mile Road / Livonia. Michigan 48151 / (313) 425-9700 223 W. Grand River / How.6. Michigan 48843 / (517) 548-8324 KNOW ALL MEN Corporation, whoos addose is BY mr.sz PRESENTS: Tho the COUNTY OF OAKLAND, a Michigan Constitutional through its PARKS AND RECREATION COMMISSION, 1200 North Telegraph Road, Pontiac, Michigan 48053, !Nit Claims to corporation, wumw etidrow I. NORTH OAKLAND COUNTY GIRL SCOUT COUNCIL, INC., a Michigan non -profit 91 South Telegraph Road, Pontiac, Michigan 48053, the following described premises situated intim Township of White Lake, County of Oakland, and sumo of Michigan, Part of the NE 1/4 of Sec. 24, T3N, R8E, White Leke Township, Oakland County, Michigan, described as beginning at the N 1/4 corner of Sec. 24, T3N, R8E; Th N 88 °51'59"E 110.00 ft along the North line of Sec. 24; Th S 00 °37 1 29"W 305.00 ft; Th S 88°51'59"W 110.00 ft to the N t S 1/4 line of Sec. 24; Th A-TZTM1 29"E 305.00 ft along said N 6 S 1/4 line to the point of beginning. Containing 33,550 sq ft, 0.77 ac. Part of Tax Parcel #12 -24-200-004 subject to easements and restrictions and subject to i the event Grantee ceases to use said property for sou assign or convey its interest in said proper for the full Consideration of One and 00/100 Dollar ( Dated this 13th day of JUDE (--"\ - COUNTY OF OAKLAND, a Michigan */ g ELAINE/G. McCRACKEN Constitutional Corporation, through its PARKS AND/RECREATION COMMISSION Ms.) '6/0 HAYS By4/12144aja,..2 - RIC ARD R. WILCOX • Chairperson, Oakland County its Board of Commissioners STATE OF MICHIGAN COUNTY OF Oakland sa. Its The foregoing instrument was acknow•dged before me this 13th day of June 1985, (1) by RICHARD R. WILCOX (2) Chairperson, OAKLAND COUNTY BOARD OF COMMISSIONERS the COUNTY OF OAKLAND, Michigan Constitutional My commission expires County, Michigan Note: Insert at (1) name(s) of officer(0) (2) title(s) of officers(s) (3) nom* of corporation (4) state of incorporation Wittiesses: JACK/C. HAYS (3) Of (4) a Corporation on behalf ot„trie said corporation. 1.........-- t ( ' ' __„.../ ,...-• ..." - r-- • ,..—t;;1" .. / JacK U. Hays Na...!fjcPublk Oakland July 15, 1986 Instrument Drafted by LINDA E. WASIELEWSKI 1200 N. Telegraph Road, Pontiac, MI 48053 Address Recording Fee S7.00 guts Trsna., Ts, Exempt - MSA 7.456(5)(h) When recorded return to Jack C. Hays - 80553, Sand wsbeequont tam bills to Grantee Tex Parcel * Part of 12-24-200-004 Whmmmu •••n tA) 1r85 •' My commission Vg-IP ' Nom* Public County, Michigan *tat. Tronolar Too Jack C. Hays, 1200 N. Telegraph Road, Pontiac. Michigan Recording Fes USERj jaj.j AU t JUL'' 1.4../..1.) • LUNPUltATIUN • Motown F orm lbab. 56L,15:: 26.671 PHILIP R. SEAVER TITLE COMPANY, Inc. 338-.11155' SIIS7 2200 N. 'Aftannward / Bloomi**10 Michnian £111013 / (313) 647.2171 — (313) 3 pa/ow/al. D4LN BY THEsEPREszwrs: That NORTHERN OAKLAND COUNTY GIRL SCOUT COUNCIL, r a Michigan Non-Profit Corporation ' 1\ wirse.,..ommi. 91 S. Telegraph Road, Pontiac, Michigan 48053 ouitculm.t. COUNTY OF OAKLAND, ,a Michigan Constitutional Corporation ' whow•delfwmk 1200 North Telegraph Road, Pontiac, Michigan 48053 sh. 144kwing asocrib•et prorni.e. situated in the Township es White Lake County at Oakland and Stat. of Michigan, to-wit: , Parcel 2: Being part of the East 1/2 Of Northeast 1/4 of Northwest 1/4:_and East 1/2 of Southeast 1/4 of Northwest 1/4, Section -------- 24i Town 3 North, Range 9 East, White Lake Township, Oakland .-697.-unty, Michigan, and being described rs- beginning at a point along the North and South 1/4 line of Section 24., South 00 degrees 37 minutes 29 seconds West 305.0 feet fVom the North 1/4 corner of Section 24; thence from the point"of beginning */ South 00 degrees 37 minutes 29 seconds West 231(1-36 fat: thence North 89 degrees 29 minutes 17 seconds West 30.9 eet; thence north parallel to the North and South 1/4 of Section 24, North 00 degrees 37 minutes 29 seconds East 2318.36 feet; thence South • ' 89 degrees 29 minutes 17 seconds East 30.0 feet to the point of . beginning. ‘ . - for thii full considaration of One and 00/100 ($1.00) Dollar, subject to conditions as found on Exhibit "A" attached hereto. Dated this 12th 6a7 of July 19 85 Sigmaland&taboh NORTHERN OAKLAND COUNTY GIRL SCOUT COUNCIL, a Michigan Non-Profit Cmil). • ./ By / '4 4 ( eo 'Shirley/Burnham, • • President STATE OF MICHIGAN COUNTY Or OAKLAND Robert E. f us • - Xf;) ' Inske 1, Treasurer •rn day ,of July • 12th • (1) by Shirley Burnham and Robert H. Duschinske (2) : President and Treasurer, respectively, md Northern Oakland County Girl Scout Council (4). Michigan Non-Profit /2 ... 5,/Peratim,-0" 1,4014! 0401 vome"6". Note: lawn at (I) name(*) of officer(s) (2) Wa(t) ofhcon(a) (3) maw of corporation (4) of incorporation Gregory K. Need 13 """ 1090 West Huron, Pontiac, MI MMNN Drafted by Sond mibuwouunt tau bill. . Part of 12-24-176-002 and 12-24-126-006 Tax Parcel * tO I. EXHIBIT "A" 1IBER9047 Pa 884 If Grantee, or its assigns, exercises a certain right of reverter found in a Quit Claim Deed from the County of Oakland, as Grantor, and the Northern Oakland County Girl Scout Council, as Grantee, also executed on this date, title to this property shall revert to and be vested in Grantor, or its assigns. AGREEMENT /'/ 7 1 THIS AGREEMENT is made this /,',...2 day day of 21,ti 1985, by and between NORTHERN OAKLAND COUNTY GIRL SCO TS a Michigan Non-Profit Corporation, herein "GIRL SCOUTS", and the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, herein "COUNTY". RECITALS: 1. County has agreed to convey certain property located adjacent to the White Lake Oaks Golf Course, subject to certain terms and conditions as contained herein, NOW THEREFORE, in consideration of the transfer by County to Girl Scouts of the property described herein, the Girl Scouts agree as follows: 1. Girl Scouts acknowledge and agree that the County shall convey to them the property described on the attached Exhibit "A", by Quit Claim Deed, and North Oakland Girl Scouts shall convey to Oakland County a parcel of land of approximately equal value, reciting a consideration of One and 00/100 ($1.00) Dollar, which Deeds shall contain a reverter clause in favor of the County should the land be used for other than scouting activities. In the event the right of reverter is exercised, the North Oakland Girl Scouts shall have the right to remove the building and structure situated on said site at sole expense. 2. Girl Scouts agree, at their own expense, to fence the property at a line to be determined by personnel of the Oakland County Parks and Recreation Department. 3. Girl Scouts shall plant, at their expense, a zone a mature evergreen plantings between the proposed building to be constructed upon the property conveyed herein and the White Lake Oaks Golf Course. SCOUT COUNCIL By: ir ey lirn am, President JJ ---/-1d-(r By ar-ar Ro.ert Treasurer uschinsKe, 4. Girl Scouts agree to name the County of Oakland . and the Parks and Recreation, Commission of the County Of Oakland as additional insureds on their insurance policy for liability occasioned by golfing activities which may injure or damage persons on property on the property conveyed herein. 5. Girl Scouts shall provide, at their sole expense, for their own title insurance. 6. Girl Scouts agree to allow personnel of the Oakland County Parks and Recreation Commission to have site design and architectural design approval for all improvements to be made upon the property conveyed herein. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. Witnesses: Signed and Sealed: NORTHERN OAKLAND COUNTY GIRL Accepted: COUNTY OF OAKLAND BY: AO5W.0.04 4,1 Richard R. Wilcox BY: tr / jAck C. Hays / MISCELLANEOUS RESOLUTION BY: PLANNING AND BUILDING COMMITTEE - Anne M. Hobart, Chairperson IN RE: PARKS AND RECREATION COMMISSION - SALE OF PROPERTY AT WHITE LAKE OAKS TO NORTH OAKLAND GIRL SCOUTS TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson, Ladies and Gentlemen: WHEREAS, there remains vacant approximately 0.77 acre of land directly adjacent to the White Lake Oaks Golf Course, which the County of Oakland owns; and WHEREAS, the North Oakland Girl Scouts are locating their headquarters for scouting and camping activities to a parcel of land directly adjacent thereto; and WHEREAS, the North Oakland Girl Scouts have expressed their desire to obtain this vacant parcel of land; and WHEREAS, the scouting activities proposed are consistent with the activities and environment established by the White Lake Oaks Golf Course; and WHEREAS, on January 16, 1985, the Parks and Recreation Commission by resolution did approve the conveyance of this 0.77 acre vacant parcel to the North Oakland Girl Scouts for the purpose of constructing a scouting center; and WHEREAS, the North Oakland Girl Scouts propose to convey a parcel of land adjacent to the White Lake Oaks Golf Course of equal value in trade for 0.77 acres; and WHEREAS, the Department of Corporation Counsel has reviewed and approved the agreement and Quit Claim Deed for the conveyance of this parcel of property and recommends the transfer of land. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves the conveyance of this 0.77 acre of vacant land adjacent to the White Lake Oaks Golf Course to the North Oakland Girl Scouts by Quit Claim Deed for the sum of One Dollar ($1.00), with the right of reverter to the County of Oakland should the Scouts discontinue using said land for scouting activities, and the acceptance of a Quit Claim Deed of 1.60 acres from North Oakland Girl Scouts with same provisions. BE IT FURTHER RESOLVED that the Board of Commissioners approves the Agreement between the County of Oakland and the North Oakland Girl Scouts which provides for the Scouts to obtain a survey of said land; to purchase title insurance; to purchase a liability insurance policy naming the County of Oakland and the Parks and Recreation Commission as insured; to provide a zone of mature evergreen plantings between the center and the golf course; and to obtain prior approval of Parks and Recreation personnel for the site, design, and layout of the facility. BE IT FURTHER RESOLVED that the Chairperson of the Oakland County Board of Commissioners is authorized to execute the Quit Claim Deed and the Agreement. Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE 203 Commissioners Minutes Continued. June 13, 1985 Misc. 85187 • . * • By Planning and Building Comic 11 .1• , • • • , - IN RE: Parks and Recreation Commission - SALE OF•PROPERTY AT WHITE LAKE OAKS 70 NORTH OAKLAND GIRL SCOUTS • • . • • • . • •.• To the Oal.land Cruelty Board of Commission.•rs st! - Mr. Clial.rper'Soic 1...diesc;and. Gent 'emelt zo• w-1 z, • . . WHEREAS there remains vacant approximately 0.77 acre .of fond directly 'adjaCent t'l:;'ette' White Lake Oaks _Golf CoUrSe, which'. the COuntY of Oakl,Ind . • ••• • I WHEREAS the North Oakland Girl Scouts aro local in their headquartrr ? for ,:..coutino cawing activities to a parcel of land-directly adjacent theretn;, and , WHEREAS' the North Oakland' Girl Scouts have- expressed their desire to oi,tain thjs vacant parcel of land; and WHEREAS the scouting activities proposed;Are.consistent with th: activities and .envlronment established by the White Lake Oaks Golf Course; and WHEREAS on January 16, 1985-i. th P.rkc and, Recreation Commissi.cul OY,renlution did approve the conveyance of this 0.77 acre vacant parcel to the North Oakland Girl Scouts for the purpose of constructing a.;.couting center; and ,1 ................ , " ,WHEREAS the North. Oakland Girl. Scouts. propose to convey a parcel of land adjacent to the Whit: Lake Oak. Golf Course' or.64'oal value in hide for 0.7.7:acres;iand, .q:! WHEREAS thn Department of.Corporation,Counsel has -reviewed and aporosied'the ,agreement and Quit Claim Deed for the'couvryance of this Oarcrl of property and recommends the.transf?r of land. . NOW .THEREFORE BE IT RESOLVED that the Board of Cemealssioners approves the conveyance of . . this 0.77 acre of vdcani land adjacent to the White Lake Oaks Golf Course to the,NorCh Oakland Girl , Scouts by Quit Claim Deed fnr the sum of One Dollar ($1.00), with the right of reverter to the- County • oh Oakland should the Scouts.discontinue using said land fur scouling activities, and the,acceiAa7ice of a Quit Claim Deed of 1,60 acres front North Oakland Girl Scouts with saMe provisions. BE IT FURTHER RESOLVED thol Ow Board of Connissicwr% approves khe,Aoroppk-nt .botbreoo the, , 'County of Oakland ;Ind tI North Oakland Girl Scouts, which provides for the Scouts to obtain a survey of said land; to purchase title Insurance:: to purchase a Ilakil,ity insurance pollc?..himaino the County of Oakland and the Parks and Recreation Commission as Insured; to provide a zone of mature evergreen " plantings between the center and the golf course; and to obtlin krlor approval of Parks and Re.:rention Comm; cola km,. 13, 1985 7(A pvr%olliwl or the site, design, and layout or the facility. IT RIMER 11%01WD that the Lhairporson of !he Oakland County Board of Commissioo•r, I'. .itii licit tic-il to•excLnit. the Quip Claim 1)•(41 and the Agreemont. Mr. Chairperson, on bobalf or the Planning and Building Committee, I move the adoption of tho foretioinq nnorintion. PLANNING AND BUILDING COMM1TTEf Anne M. Hobart. Chairpt•rson Copy of Onit Claim Doed% .ifid Ailrevmcill on file in County Clerk's Uffic . Moved by Hobart supported by Rowold the rosolution be adopted. AYES: Rowold, Skit rut, Wrbb, Wilcox, Aaron, Caddell, Calandro, Doyon. Fortino, Gosling, Hassborgor, Hobart, R. Kuhn, S. Kuhn, Lanni, Law, McConnell, McDonald, McPherso', Moffitt. Moort. Nelson, Olsen, Page, Pornick, Price. (26) NAYS: None. (0) • A sufficient mainrity having voted therefor, the resolution was adopted. Daniel H. Minkus, Esq. Clark Hill, P.L.C. 255 South Woodard, Third Floor Birmingham, Michigan 48009 Re: North Oakland County Girl Scout Council Dear Dan: z J ie K Ross, ssistant Corporation Counsel L. BROOKS PATTERSON, OAKLAND COUNTY EXECUTIVE COUNTY MICHIGAN Gerald D. Poisson, Director 13513-0553 DEPARTMENT OF CORPORATION COUNSEL John Ross 858-0558 March 30, 1998 RECEIVED ApR 01 1998 OAKIAND COUNTY 61CILInES 44011rnalttE OPEROONS DIVISION I have met today with Pat Campbell and we have reviewed extensively your letter of March 25, 1996. From .that letter we have determined that we will accept the reverter language on the Girl Scout building as that language originally appeared in the Quit Claim Deed dated June 13, 1985. As you will recall, that language was as follows: ". • . . subject to easements and restrictions and subjett to a right of reverter to Grantor in the event Grantee ceases to use said property for scouting activities or attempts to assign or convey its interest in said property, . . ." This was a proposal you made in paragraph three of page two of your March 25, 1996 letter. If this is agreeable to you, please prepare the appropriate documents and forward same to me. There was to be a modification of Exhibit E to include the tax parcel identification number. In addition, any Quit Claim Deeds to be recorded will have to be prepared in compliance with the new recording statutes. If you have any further questions, please contact me. Very truly yours, OAKLAND COUNTY CORPORATION COUNSEL JR/egm cc: Mr. Patrick D. Campbell •v7. Court Tower - Woo Wing • 1200 North TelegraOh ROIAO • Pontiac, Michigan 48341-0419 • (248) 856-0550 • Fax (248) 858-1003 Ms. Penelope N. Bailer Janet E. Lanyon, Esq. Enclosure cc (w/enc): /ag Corporation Counsel's Office APR 2 7 1398 D .el H. Minkus • CLARK HILL P.L.C. ATTORNEYS AT LAW Daniel H Mink-us (248) 988-5849 dminkusta clarkhill.com 255 S. Old Woodward Avenue Third Floor Birmingham, Michigan 48009-6179 Tel. (248) 642 ,9692 I Fax (248) 642-2174 www.clarkhill.com April 23, 1998 John Ross, Esq. Oakland County Department of Corporation Counsel Court Tower, West Wing 1200 N. Telegraph Road Pontiac, MI 48341-0419 Re: Michigan Metro Girl Scout Council/ Northern Oakland County Girl Scout Council Dear John: As a follow up to our recent telephone conversations, I am enclosing what I hope is a final version of the agreement to be entered into by and among Oakland County, Northern Oakland County Girl Scout Council, and Michigan Metro Girl Scout Council. I ask that you review the enclosed documents and, provided they meet with your approval, instruct an authorized representative of the County to execute all three identical versions of the enclosed agreement. I also ask that the appropriate authorized representative of the County execute the two quit claim deeds, which are identical to Exhibit D and E. Please return all of the partially executed agreements to me so that I may obtain appropriate signatures from the two scouting entities. After the agreement has been fully executed, we can arrange to exchange the appropriate deeds, or, better yet, agree to meet at the Register of Deeds to have all of the quit claim deeds recorded in the appropriate order. Thank you for your cooperation. Sincerely, CLARK HILL P.L C. Detroit. Michigan I Birmingham. Michigan I Lansing, Michigan AGREEMENT THIS AGREEMENT ("Agreement") is made as of this day of , 1998 by and among the COUNTY OF OAKLAND, a Michigan Constitutional Corporation, through its Parks and Recreation Commission whose address is 1200 North Telegraph Road, Pontiac, Michigan 48053 (the "County"), NORTHERN OAKLAND COUNTY GIRL SCOUT COUNCIL, a Michigan non-profit corporation whose address is 8545 Highland Road, White Lake, Michigan 48386 ("NOCGSC"), and MICHIGAN METRO GIRL SCOUT COUNCIL, a Michigan non-profit corporation whose address is 28 West Adams Street, Detroit, Michigan 48226 ("MMGSC"). WHEREAS, on or about June 13, 1985, the County conveyed to NOCGSC by quit claim deed that certain parcel of real estate located in White Lake Township as more particularly described on the attached Exhibit A ("Parcel A"), which conveyance is subject to a right of reverter in favor of the County; and WHEREAS, on or about July 12, 1985, NOCGSC conveyed to the County by quit claim deed that certain parcel of real estate located in White Lake Township as more particularly described in that attached Exhibit B ("Parcel B"), which conveyance is subject to a cross right of reverter in favor of NOCGSC; and WHEREAS, NOCGSC is winding up its affairs as a non-profit corporation and desires to convey, among other assets, Parcel A to MMGSC, and desires to obtain the consent of the County to permit such a conveyance; WHEREAS, the County, notwithstanding the referenced right of reverter, is willing to permit a conveyance of Parcel A from NOCGSC to MMGSC, provided NOCGSC conveys Parcel B to the County without any continuing right of reverter. THEREFORE, in consideration of the mutual benefits received and to be received by each party hereto, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows - 1. Conveyance of Parcel A from NOCGSC to the County. A duly authorized representative of NOCGSC shall execute a quit claim deed in the form attached as Exhibit C to convey Parcel A from NOCGSC to the County. 2. Conveyance of Parcel A from the County to MNIGSC. A duly authorized representative of the County shall execute a quit claim deed in the form attached as Exhibit D to convey Parcel A from the County to MMGSC. 3. Conveyance of Parcel B from the County to NOCGSC. A duly authorized representative of County shall execute a quit claim deed in the form attached as Exhibit E to convey Parcel B from the County to NOCGSC. TAO 4105480.1 7270/57263 4. Conveyance of Parcel B from NOCGSC to the County. A duly authorized representative of the NOCGSC shall execute a quit claim deed in the form attached as Exhibit F to convey Parcel B from NOCGSC to the County. 5. The County as an Additional Insured. MMGSC shall name the County and the Oakland County Parks and Recreation Commission as additional insureds on MMGSC's liability insurance policy for liability arising out of the acts, occurrences or omissions on Parcel A. 6. Title Insurance. To the extent either party desires to obtain title insurance, such shall be obtained as such party's sole discretion and expense. 7. Reasonable Right of Approval of Improvements. Any material improvement to Parcel A shall require the prior written consent of the Oakland County Parks and Recreation Commission, which consent shall not be unreasonably withheld. 8. Environmental Representations of MMGSC. MMGSC represents and warrants to the County, as of the date hereof, (i) that to the best of its knowledge, neither Parcel A nor Parcel B contains any chemical, material or substance which is regulated as toxic or hazardous or exposure to which is prohibited, limited or regulated by any federal, state, county, regional, local or the governmental authority, excepting only for cleaning solvents and like products used in accordance with such products recommended directions and in the ordinary custodial care of the property ("Hazardous Materials"); (ii) that neither Parcel A nor Parcel B is now being used, nor has it ever been used during the period in which it has had any ownership interest, nor to the best of its knowledge has Parcel A or Parcel B ever been used prior to its ownership, for any activities involving (directly or indirectly) the use, generation, treatment, storage, transportation or disposal of any Hazardous materials; and (iii) that Parcel A shall not be used for any activities involving (directly or indirectly) the use, generation, treatment, storage, transportation or disposal of any Hazardous Materials at any time hereafter. 9. Environmental Representations of the County. The County represents and warrants to MMGSC, as of the date hereof; (i) that to the best of its knowledge, neither Parcel A nor Parcel B contains any chemical, material or substance which is regulated as toxic or hazardous or exposure to which is prohibited, limited or regulated by any federal, state, county, regional, local or other governmental authority, excepting only for cleaning solvents and like products used in accordance which such products recommended directions and in the ordinary custodial care of the property ("Hazardous Materials"); and (ii) that neither Parcel A nor Parcel B is now being used, nor has it ever been used during the period in which the County has had any ownership interest, nor to the best of its knowledge has Parcel A or Parcel B ever been used prior to the period in which it has had an ownership interest, for any activities involving (directly or indirectly) the use, generation, treatment, storage, transportation or disposal of any Hazardous Materials. WHEREFORE, the parties, by their duly authorized representatives, have executed this Agreement as of the date first set forth above. TAD 4105480.1 7270/57263 2 COUNTY OF OAKLAND By Its NORTHERN OAKLAND COUNTY GIRL SCOUT COUNCIL, a Michigan non-profit corporation By Its MICHIGAN METRO GIRL SCOUT COUNCIL, a Michigan non-profit corporation By Its 3 EXHIBIT A Part of the NE 1/4 of Section 24, T3N, R8E, White Lake Township, Oakland County, Michigan, described as beginning at the N 1/4 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. Containing 33,550 square feet, 0.77 acres. Part of Tax Parcel No. 12-24-200-004. TAD 4014104.1 7276/572e3 EXHIBIT B Being part of the East 1/2 of Northeast 1/4 of Northwest 1/4 and East 1/2 of Southeast 1/4 of Northwest 1/4, Section 24, Town 3 North, Range 9 East, White Lake Township, Oakland County, Michigan, and being described as beginning at a point along the North and South 1/4 line of Section 24, South 00 degrees 37 minutes 29 seconds West 305.0 feet from the North 1/4 corner Section 24; thence from the point of beginning South 00 degrees 37 minutes 29 seconds West 2318.36 feet; thence North 89 degrees 29 minutes 17 seconds West 30.0 feet; thence north parallel to the North and South 1/4 of Section 24, North 00 degrees 37 minutes 29 seconds East 2318.36 feet; thence South 89 degrees 29 minutes 17 seconds East 30.0 feet to the point of beginning. Part of Tax Parcels #12-24-176-002 and 12-24-126-006. TAD 40141041 727W57253 EXHIBIT C QUIT CLAIM DEED NORTHERN OAKLAND COUNTY GIRL SCOUT COUNCIL, a Michigan non-profit corporation whose address is 8545 Highland Road, White Lake, Michigan 48053, quit claims to the COUNTY OF OAKLAND, a Michigan constitutional corporation, through its Parks and Recreation Commission whose address is 1200 North Telegraph Road, Pontiac, Michigan 48053, the property in the Township of White Lake, Oakland County, Michigan described as: Part of the NE 1/4 of Section 24, T3N, R8E, White Lake Township, Oakland County, Michigan, described as beginning at the N 1/4 corner of Section 24, T3N, R8E; Th N, 880 51' 59"E 110.00 feet along the N line of Section 24; Th S 000 37' 29"W 305.00 feet; Th S 880 51' 59" W 110.00 feet to the N and S 1/4 line of Section 24; Th N 000 37' 29" E 305.00 feet along said N and S 1/4 line to the point of beginning. Containing 33,550 square feet, 0.77 acres. Part of Tax Parcel No. 12-24-200-004. for the sum of One ($1.00) Dollar. This Deed is exempt from transfer tax pursuant to Michigan Compiled Laws Section 207.505(a) and 207.526(a). The grantor grants to the grantee the right to make any and all division(s) 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 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. Dated this day of , 1998. Signed in the presence of: NORTHERN OAKLAND COUNTY GIRL SCOUT COUNCIL, a Michigan non-profit corporation By Its DHM 4105494.1 1 STATE OF MICHIGAN ) )SS . COUNTY OF OAKLAND On this day of , 1998, before me, a notary public in and for said County, personally appeared , who being by me duly sworn did say that he/she is the of Northern Oakland County Girl Scout Council, a Michigan non-profit corporation, that the foregoing instrument was signed on behalf of said corporation, and acknowledged said instrument to be the free act and deed of said corporation. Notary Public Oakland County, Michigan My commission expires: This instrument was drafted by, and when recorded please return to: Daniel H. Minkus, Esq. CLARK HILL P.L.C. 255 S. Old Woodward Avenue, Third Floor Birmingham, Michigan 48009 (248) 642-9692 DHM 4105494.1 EXHIBIT D QUIT CLAIM DEED The COUNTY OF OAKLAND, a Michigan constitutional corporation, through its Parks and Recreation Commission whose address is 1200 North Telegraph Road, Pontiac, Michigan 48053 ("Grantor"), quit claims to MICHIGAN METRO GIRL SCOUT COUNCIL, a Michigan non-profit corporation whose address is 28 West Adams Street, Detroit, Michigan 48226, the property in the Township of White Lake, Oakland County, Michigan described as: Part of the NE 1/4 of Section 24, T3N, R8E, White Lake Township, Oakland County, Michigan, described as beginning at the N 1/4 corner of Section 24, T3N, R8E; Th N, 880 51' 59"E 110.00 feet along the N line of Section 24; Th S 000 37' 29"W 305,00 feet; Th S 880 51' 59" W 110.00 feet to the N and S 1/4 line of Section 24; Th N 000 37' 29" E 305.00 feet along said N and S 1/4 line to the point of beginning. Containing 33,550 square feet, 0.77 acres. Part of Tax Parcel No. 12- 24-200-004. for the sum of One ($1.00) Dollar. This Deed is exempt from transfer tax pursuant to Michigan Compiled Laws Section 207,505(a) and 207.526(a). This Deed is subject to easements and restrictions of record and subject to a right of reverter to Grantor in the event Grantee ceases to use said property for scouting activities or attempts to assign or convey its interest in said property. Any interest created in said property for the benefit of a third party shall be subject to and subordinate to this right of reverter to Grantor. The Grantor grants to the Grantee the right to make any and all division(s) 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 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. TAO 4014099.1 7276/57283 4t Dated this day of , 1998. Signed in the presence of. COUNTY OF OAKLAND, a Michigan constitutional corporation By Its STATE OF MICHIGAN )SS. COUNTY OF OAKLAND ) On this day of , 1998, before me, a notary public in and for said County, personally appeared , who being by me duly sworn did say that he/she is the of the County of Oakland, a Michigan constitutional corporation, that the foregoing instrument was signed on behalf of said constitutional corporation, and acknowledged said instrument to be the free act and deed of said constitutional corporation. Notary Public Oakland County, Michigan My commission expires: This instrument was drafted by, and when recorded please return to: Daniel H. Minkus, Esq. Clark Hill, P.L.C. 255 South Old Woodward Avenue, Third Floor Birmingham, Michigan 48009 (248) 642-9692 TAD 4014009.1 7278157263 2 EXHIBIT E QUIT CLAIM DEED The COUNTY OF OAKLAND, a Michigan constitutional corporation, through its Parks and Recreation Commission whose address is 1200 North Telegraph Road, Pontiac, Michigan 48053, quit claims to NORTHERN OAKLAND COUNTY GIRL SCOUT COUNCIL, a Michigan non-profit corporation whose address is 8545 Highland Road, White Lake, Michigan 48386, the property in the Township of White Lake, Oakland County, Michigan described as: Being part of the East 1/2 of Northeast 1/4 of Northwest 1/4 and East 1/2 of Southeast 1/4 of Northwest 1/4, Section 24, Town 3 North, Range 9 East, White Lake Township, Oakland County, Michigan, and being described as beginning at a point along the North and South 1/4 line of Section 24, South 00 degrees 37 minutes 29 seconds West 305.0 feet from the North 114 corner Section 24; thence from the point of beginning South 00 degrees 37 minutes 29 seconds West 2318.36 feet; thence North 89 degrees 29 minutes 17 seconds West 30.0 feet; thence north parallel to the North and South 1/4 of Section 24, North 00 degrees 37 minutes 29 seconds East 2318.36 feet; thence South 89 degrees 29 minutes 17 seconds East 30.0 feet to the point of beginning. Part of Tax Parcels #12-24-176-002 and 12-24-126-006. for the sum of One ($1.00) Dollar. This Deed is exempt from transfer tax pursuant to Michigan Compiled Laws Section 207.505(a) and 207.526(a). The Grantor grants to the Grantee the right to make any and all division(s) 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 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. OHM 4105492.1 Signed in the presence of: NATHERN OAKLAND COUNTY GIRL SCOUT COUNCIL, a Michigan non-profit corporation By Its STATE OF MICHIGAN ) )SS. COUNTY OF OAKLAND ) On this day of , 1998, before me, a notary public in and for said County, personally appeared , who being by me duly sworn did say that he/she is the of the Northern Oakland County Girl Scout Council, a Michigan non-profit corporation, that the foregoing instrument was signed on behalf of said corporation, and acknowledged said instrument to be the free act and deed of said corporation. Notary Public, Oakland County, Michigan My commission expires: This instrument was drafted by, and when recorded please return to: Daniel H. Minkus, Esq. CLARK HILL P.L.C. 255 S. Old Woodward Avenue, Third Floor Birmingham, Michigan 48009 (248) 642-9692 OHM 4105488 I HEREBY L Brooks P -- 01 son, County Executve Date ikt5 *; 30.,I I "44111' _7/2 2--N HE FORF(''''''"(' PEF4OLUTION. -. if- Resolution #98188 August 20, 1998 Moved by Palmer supported by Huntoon the resolution be adopted. AYES: Douglas, Garfield, Gregory, Hoffman, Holbert, Huntoon, Jacobs, Jensen, Johnson, Kaczmar, Kingzett, Law, McCulloch, McPherson, Moffitt, Obrecht, Palmer, Schmid, Taub, Wolf, Amos, Coleman, Devine, Dingeldey. (24) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. 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 August 6, 1998 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 ot August aQ Lynn. D. Allen, County Clerk