HomeMy WebLinkAboutResolutions - 1999.12.16 - 25684December 16, 1999
MISCELLANEOUS RESOLUTION #99338
BY: PLANNING AND BUILDING COMMITTEE - CHARLES E. PALMER, CHAIRPERSON
In RE: DEPARTMENT OF FACILITIES MANAGEMENT - OFFER TO PURCHASE VACANT 32.49 ACRE
PARCEL OF LIGHT INDUSTRIAL PROPERTY LOCATED IN THE CITY OF AUBURN HILLS,
KNOWN AS TAX IDENTIFICATION NO. 14-03-100-026
TO: OAKLAND COUNTY BOARD OF COMMISSIONERS
MR. CHAIRPERSON, LADIES, AND GENTLEMEN:
WHEREAS, the County of Oakland is the owner of a vacant 32.49 acre parcel of light industrial
property located in the City of Auburn Hills, known as Tax Identification No. 14-03-100-026 on the City tax
rolls and being more specifically described as:
Part of Northwest 1/4 Section 3, Town 3 North, Range 10 East, City of Auburn Hills, Oakland County,
Michigan, Beginning at point distant South 02 degrees 45 minutes 48 seconds East 1493.23 feet from North
1/4 corner; thence South 02 degrees 45 minutes 48 seconds East 778.09 feet; thence South 87 degrees 14
minutes 12 seconds West 768.82 feet; thence South 03 degrees 43 minutes 15 seconds East 718.74 feet;
thence South 86 degrees 58 minutes 50 seconds West 627.18 feet; thence North 02 degrees 43 minutes 58
seconds East 1505.53 feet; thence North 87 degrees 11 minutes 39 seconds East 1239.78 feet to beginning;
and
WHEREAS, the property was originally acquired pursuant to Miscellaneous Resolution #90124 for
the construction of a waste-to-energy conversion incinerator and material recycling facility; and
WHEREAS, pursuant to Miscellaneous Resolution #93249, the Oakland County Board of
Commissioners concluded its efforts to implement a county-wide fully integrated solid waste management
system; and
WHEREAS, on August 31, 1999, the Department of Facilities Management received authorization
from the Oakland County Board of Commissioners' Planning and Building Committee to advertise for the sale
of this property pursuant to Board of Commissioners' Procedures for the sale of county-owned property; and
WHEREAS, pursuant to the Board of Commissioners procedures for the Sale and Purchase of
Property, this property was advertised for sale in the Oakland Press, the Detroit News and Free Press,
Craine's Detroit Business and on the Oakland County Government Internet Website to receive sealed offers;
and
WHEREAS, on October 22, 1999, nine sealed offers were received for the sale of the property; and
WHEREAS, it is the recommendation of the Department of Facilities Management to accept the
highest offer of Campbell Manix, Inc., 21520 Bridge Street, Southfield, Michigan 48034 in the amount of
$7,800,000; and
WHEREAS, upon acceptance of the Purchase Agreement from Campbell Manix, Inc. in the amount
of $7,800,000, the County of Oakland hereby agrees to sell 32.49 acres of light industrial land located in the
City of Auburn Hills, Michigan, known as Tax Identification No. 14-03-100-026.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
accepts the Purchase Agreement from Campbell Manix, Inc. in the amount of $7,800,000 for the purchase
of 32.49 acres of light industrial land located in the City of Auburn Hills being more specifically described as:
Part of Northwest 1/4 Section 3, Town 3 North, Range 10 East, City of Auburn Hills, Oakland County,
Michigan, Beginning at point distant South 02 degrees 45 minutes 48 seconds East 1493.23 feet from North
1/4 corner; thence South 02 degrees 45 minutes 48 seconds East 778.09 feet; thence South 87 degrees 14
minutes 12 seconds West 768.82 feet; thence South 03 degrees 43 minutes 15 seconds East 718.74 feet;
thence South 86 degrees 58 minutes 50 seconds West 627.18 feet; thence North 02 degrees 43 minutes 68
seconds East 1505.53 feet; thence North 87 degrees 11 minutes 39 seconds East 1239.78 feet to beginning;
known as Tax Identification No. 14-03-100-026.
BE IT FURTHER RESOLVED that the County of Oakland Board of Commissioners hereby directs
its Chairperson or its designee to execute the necessary documents for the sale of this property located in
the City of Auburn Hills and identified at Tax Identification No. 14-03-100-026.
BE IT FURTHER RESOLVED that it is mutually understood this is a cash sale and "as is" condition.
Mr. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
P de• n • AND BUIL 1.1 MMITTEE
A?'" , 41 ,
Planning and Building Committee Vote:
Motion carried unanimously on a roll call vote with Sever absent.
PURCHASE AGREEMENT
This Purchase Agreement (hereinafter "Agreement") is made and entered into this
day of December, 1999, by and between, County of Oakland, a Michigan
Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48431
(hereinafter "Seller") and Campbell Manix Inc., 21520 Bridge Street, Southfield,
Michigan 48034 (hereinafter "Purchaser") for the purchase of all right, title and interest in
the real property, described below, located in the City of Auburn Hills, Michigan near the
intersection of Harmon and Giddings Roads (hereinafter "property"):
Legal Description
Part of Northwest 1/4 Section 3, Town 3 North, Range 10 East, City of Auburn Hills,
Oakland County, Michigan, Beginning at point distant South 02 degrees 45 minutes 48
seconds East 1493.23 feet from North 1/4 comer; thence South 02 degrees 45 minutes 48
seconds East 778.09 feet; thence South 87 degrees 14 minutes 12 seconds West 768.82
feet; thence South 03 degrees 43 minutes 15 seconds East 718.74 feet; thence South 86
degrees 58 minutes 50 seconds West 627.18 feet; thence North 02 degrees 43 minutes 58
seconds East 1505.53 feet; thence North 87 degrees 11 minutes 39 seconds East 1239.78
feet to beginning.
Tax Item No. 14-03-100-026
1. PURCHASE PRICE/CONSIDERAION
The purchase price for the property shall be Seven Million and Eight Hundred
Thousand dollars ($7,800,000.00) payable as follows:
1.1. Earnest Money Deposit The Purchaser shall pay the sum of Seven Hundred and
Eighty Thousand dollars ($780,000.00) as an earnest money deposit. Upon
execution of this Agreement, the earnest money deposit, shall be deposited in an
interest bearing account by the Seller. The deposit and the interest accrued shall
be applied toward the purchase price at the time of closing or disbursed to the
Seller or the Purchaser in accordance with this Agreement.
1.2. Cash Sale After applying the earnest money deposit and the interest accrued, the
• balance of the purchase price shall be wired to Oakland County at: National
City Bank, C. Hugh Dohany, Transfer Account, Account #8130416251, ABA
072 000 915.
2. TITLE CONVEYED
Title to the property shall be conveyed at the closing by a warranty deed conveying
marketable title to the property.
3. TITLE INSURANCE
Within 30 days after entering into the Purchase Agreement, the Seller shall provide to
the Purchaser a commitment for a standard ALTA fee owner's policy of title
insurance, issued by a reputable title insurance company and, at closing, the Seller
will pay the premium for issuance of such a policy.
4. TITLE OBJECTIONS
The Purchaser shall have 30 days after receipt of such commitment to object to the
condition of the title, based upon the written opinion of the Purchaser's attorney that
the title is not marketable. Upon written notice by the Purchaser, the Seller shall have
30 days from the date the Seller is notified, of the particular defect(s) in the title, to
either (1) remedy the defects, or (2) obtain a commitment for title insurance, insuring
in a manner satisfactory to the 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 it or demand and receive a refund of the earnest money deposit.
5. DUE DILIGENCE INVESTIGATIONS
The Purchaser will have 120 days, after the Oakland County Board of Commissioners
approves this Agreement, to conduct the following due diligence property
investigations:
5.1. ALTA/ACSM boundary survey of the property.
5.2. Wetlands determination and, if necessary, delineation.
5.3. Environmental site assessment to verify that the property is free of any
recognized environmental condition.
5.4. Geotechnical soil boring study to determine that the site will support typical light
industrial structures, using conventional construction methods.
5.5. Confirmation that utilities are available at the property lines and that zoning is
appropriate for development and construction of light industrial buildings
without zoning change or variance.
5.6. And other investigations that the Purchaser, in its sole discretion, shall deem
appropriate.
During the 120 day period, the Purchaser and its agents shall have access to the
property to conduct the investigations described in Paragraph 5 and its
subsections. The earnest money deposit will be fully refundable if the Purchaser,
in its sole discretion, is not satisfied with the condition of the property, as
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evidenced by the due diligence investigations. The notice that the Purchaser is not
satisfied with the condition of the land must be in writing and received by the
Seller no later than 120 days after the Oakland County Board of Commissioners
approves this Agreement. If the Purchaser notifies the Seller that it is not satisfied
with the condition of the property, the Purchaser is under no obligation to state
why it is not satisfied with the condition of the property. The Purchaser must
request a refund of the earnest money deposit, in writing, on or before 120 days
after the Oakland County Board of Commissioners approves this Agreement
6. WARRANTIES AND RESPRESENTATIONS
Except for the following representations and warranties, the Purchaser takes the
property in its AS IS condition WITHOUT REPRESENTATION OR WARRANTY
OF ANY KIND BY THE SELLER:
6.1. The Seller is the fee simple owner of the property and has the power and
authority to enter into this Agreement, and this Agreement is not in violation of
any other agreement, covenant, order or decree of any governmental authority to
which the Seller or the property is bound.
6.2. The legal description set forth in this Agreement is an accurate description of the
property and does not include any adjacent or contiguous land owned by the
Seller.
6.3. There are no leases, rights of first refusal, contracts or other agreements of any
kind with respect to the property.
6.4. The Seller has no knowledge of any lawsuits, condemnation proceedings or
environmental investigations pending or threatened, affecting the property or the
Seller's ability to convey the property.
The Seller has taken all requisite action to authorize, approve and consummate this
transaction.
7. CLOSING
7.1: The closing shall be held on or before, at the Purchaser's option, May 4, 2000.
The closing shall be held at a time and place agreed upon by the parties. If the
parties do not agree on a time and a place, the closing shall be held at 10:00 a.m.
on May 4, 2000 at the offices of Maddin , Hauser, Wartell, Roth, Heller &
Pesses, P.C., 28400 Northwestern Highway, Southfield, Michigan.
7.2. If this Agreement is not approved by the Oakland County Board of
Commissioners this Agreement shall be null and void.
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7.3. The Seller shall be responsible for preparing the documents for the closing. The
documents shall be delivered to the buyers for review at least 10 days before the
closing.
7.4. At the closing, the Seller shall sign and deliver to the Purchaser a statutory form
warranty deed conveying marketable, fee simple title to the property with
consideration stated in a separate Real Estate Transfer Valuation Affidavit or
similar document.
7.5. At the closing, the Seller shall provide an Affidavit of No Liens on the Title
Company's standard form, sufficient to permit the Title Company to delete the
standard Schedule B exceptions.
7.6. At the closing, the Seller shall provide a Certificate of Accuracy, attached as
Exhibit A, regarding the Repiesentations and Warranties made in Paragraph 6.
7.7. The Seller and the Purchaser shall sign a closing statement memorializing the
transaction.
7.8. The Seller and the Purchaser shall sign and or prepare other documents that are
necessary to complete the property transfer.
8. TAXES, ASSESSMENTS AND FEES
8.1. The Seller shall pay the real estate transfer taxes.
8.2. The real estate taxes on the property shall be prorated to the date of the closing
according to the due dates.
8.3. The Seller shall pay all assessments that are assessed on the property on or before
the closing. The Purchaser shall pay all assessments that arise after the closing.
8.4. The Purchaser shall pay the recordings fees, prepare, and file all recording and
transfer affidavits.
9. POSSESSION
The Seller shall deliver possession of the property to the Purchaser at the closing.
10. DEFAULT OF PURCHASER
In the event, the Purchaser shall default in the performance of its obligations contained in
this Purchase Agreement, the Seller may:
10.1. Declare that the Purchaser has forfeited all rights under this Agreement
and retain the earnest money deposit, including the interest accrued as liquidated
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damages. The retention of the deposit shall cancel this Agreement and be in full
satisfaction of all claims that the Seller may bring.
11. DEFAULT BY SELLER
In the event, the Seller shall default in the performance of its obligations contained in
this Purchase Agreement, the Purchaser may:
11.1. Specifically enforce this Agreement and require specific performance of
this agreement; or
11.2. Demand a refund of the entire earnest money deposit, including the
interest accrued. The return of the deposit shall cancel this Agreement and be in
full satisfaction of all claims that the Purchaser may bring.
12. NOTICE
Notice required under this Agreement must be in writing and personally delivered,
sent certified mail, return receipt requested, overnight courier service, or by facsimile
transmission and addressed as follows:
12.1. To Oakland County: Department of Facilities Management, Director
Public Works Building
One Public Works Drive
Waterford, Michigan 48328
To Campbell/Manix: Douglas W. Manix
Campbell/Manix, Inc.
21520 Bridge Street
Southfield, MI 48034
12.3. Either party may change the address to which notice is to be sent by
notifying the other party in writing of the change of address.
13. GOVERNING LAW
This Agreement is made and entered into in the State of Michigan and shall in all
respects be interpreted, enforced, and governed under the laws of the State of
Michigan.
14. TIME OF THE ESSENCE
Time is of the essence for this Agreement.
12.2.
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15. AMENDMENTS OR MODIFICATIONS
Any modifications, rescissions, waivers, releases, or amendments of this Agreement
must be in writing and agreed to by both parties.
16. BINDING EFFECT
16.1. This Agreement shall bind the parties, their successors, and their assigns.
16.2. The Purchaser may freely assign its interest hereunder.
17. CONDEMNATION
17.1. In the event that notice of any action, suit or proceeding shall be given
prior to the closing date for the purpose of condemning any part of the property,
the Purchaser may terminate this Agreement within fifteen (15) days after
receiving notice of such condemnation proceeding. The Purchaser must notify
the Seller in writing of its decision to terminate the Agreement.
17.2. Upon receipt of the notice of termination, the earnest money deposit,
including the interest accrued shall be refunded to the Purchaser, and the
proceeds resulting from the condemnation shall be paid to the Seller.
17.3. In the event the Purchaser shall not elect to terminate this Agreement, the
proceeds of the condemnation shall be assigned and belong to the Purchaser.
18. SIGNAGE
So long as this Agreement remains in effect, the Purchaser and/or any affiliated
company or agent of the Purchaser, including, but not limited to any real estate broker
employed by the Purchaser shall have the exclusive right to erect and maintain
signage on the property advertising the property for sale, lease and/or development,
provided that any such signage shall comply with the applicable sign ordinances.
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19. ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties. This Agreement
supersedes all other agreements, either oral or in writing, between the parties. The
singular number shall include the plural and the plural shall include the singular.
WITNESSED BY: CAMPBELL/MANIX, INC. PURCHASER:
BY: Douglas W. Manix
Pfesident, Campbell/Manix, Inc.
DATED: DATED:
WITNESSED BY: OAKLAND COUNTY, SELLER:
BY: John P. McCulloch, Chairperson
Oakland County Board of Commissioners
DATED: DATED:
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FISCAL NOTE (Misc. #99338) December 16, 1999
BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - OFFERS TO PURCHASE VACANT 32.49 ACRE
PARCEL OF LIGHT INDUSTRIAL PROPERTY LOCATED IN THE CITY OF AUBURN HILLS, KNOWN
AS TAX IDENTIFICATION NO. 14-03-100-026
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed
the above referenced resolution and finds:
1. The resolution authorizes the sale and accepts the bid of the
subject parcel of land for the sum of $7,800,000 to Campbell Manix,
Inc., for the 32.49 acres parcel of light industrial property
located in the City of Auburn Hills known as Tax Identification No.
14-03-100-026.
2. Land was formerly purchased to be used for the construction of a
waste-to-energy conversion incinerator and material recycling
facility.
3. The anticipated sale of this property was budgeted in the Capital
Improvement plan for FY 2000 at $5,000,000, with the actual sale
amount at $7,800,000. The proceeds of the sale will be deposited in
the Building Improvement Fund #401.
72-/ft.;144>.
FINANCE CO ITTEE
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
. • 4 Air
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-- CouttyExectitive
Ic5ZE FOREGOING RESOLUTIO'
/OA/
Date
Resolution #99338 December 16, 1999
Moved by Palmer supported by Melton the resolution be adopted.
AYES: Moffitt, Obrecht, Palmer, Patterson, Schmid, Sever, Suarez, Taub,
Amos, Appel, Causey-Mitchell, Colasanti, Coleman, Dingeldey, Douglas, Galloway,
Garfield, Gregory, Jensen, Law, McCulloch, McPherson, Melton, Millard. (24)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolution was adopted.
1 HEREB Y
L Brooks P
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, G. William Caddell, 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 December 16, 1999 with the original
record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand an affixed the seal of the
County of Oakland at Pontiac, Michigan this 10th daf of DecembAr, 1999.
G. William Caddell, County Clerk
