HomeMy WebLinkAboutResolutions - 2004.10.21 - 27641October 7, 2004
MISCELLANEOUS RESOLUTION # 04293
BY: Planning and Building Committee, Charles E. Palmer, Chairperson
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL AND ACCEPTANCE OF
PURCHASE AGREEMENT FOR THE ACQUISTION OF 11.08-ACRES, PARCEL NO. 07-20-201-022
FOR EXPANSION OF SPRINGFIELD OAKS COUNTY PARK
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, the County of Oakland is the owner of the Springfield Oaks County Park located in
Springfield Township, Michigan; and
WHEREAS, pursuant to the authorization of the Oakland County Planning and Building Committee
the Oakland County Parks and Recreation Commission and the Department of Facilities Management with
the assistance of Oakland County Corporation Counsel have negotiated the terms and conditions of the
attached Purchase Agreement with Mrs. Ruth D. Lucas, owner of 11.08-acres of land located adjacent to
Springfield Oaks County Park, and
WHEREAS, said Purchase Agreement was recommended for approval by the Oakland County
Parks and Recreation Commission for park expansion purposes, and
WHEREAS, the Oakland County Parks and Recreation Commission has budgeted sufficient funds
to complete the purchase of parcel no. 07-20-201-022, and
WHEREAS, pursuant to the terms and conditions of said Purchase Agreement the County shall
pay Mrs. Ruth D. Lucas the sum of $125,000 via a cash sale for the purchase of parcel No. 07-20-201-
022 subject to the County performing its required due diligence investigation of the subject property, and
WHEREAS, the Departments of Facilities Management and Corporation Counsel have reviewed
and/or prepared all necessary documents related to the attached Purchase Agreement and recommend its
approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby
approves and accepts the terms and conditions of the attached Purchase Agreement between the County of
Oakland as purchaser and Mrs. Ruth D. Lucas of Clarkston, Michigan, seller for a cash sale purchase of
parcel no. 07-20-201-022.
BE IT FURTHER RESOLVED that the County of Oakland Board of Commissioners hereby directs
its Chairperson or his designee to execute the attached Purchase Agreement and all other related
documents between the County of Oakland and Mrs. Ruth D. Lucas, which may be required.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
PLANNING AND BUILDING COMMITTEE
Planning & Building Committee Vote:
Motion carried on unanimous roll call vote
PURCHASE AGREEMENT
THIS AGREEMENT made and entered into this 21' day of October, 2004, by and
between Ruth D. Lucas, 6205 Sunnydale, Clarkston, MI 48346 (hereinafter "Seller") and the
COUNTY OF OAKLAND, a Michigan Municipal and Constitutional Corporation, 1200 N.
Telegraph Road, Pontiac, Michigan 48341 (hereinafter "Purchaser"), for the purchase of all
right(s), title and interest in the real property, described below, located in the City of Clarkston,
Township of Springfield, County of Oakland, State of Michigan (hereinafter the "Premises");
said Premises described as:
Legal Description
Parcel No. 07-20-201-022
Part of the East 1/2 of the Northeast 1/4 of Section 20, T4N, R8E, Township of Springfield,
Oakland County, Michigan, described as follows: Beginning at a point that is S 88°47'47" W
from the East 1/4 corner of Section 20 along a line connecting the East 1/4 corner of Section 20
and the center of Section 20, 1,123.84-ft. to the point of beginning; thence N 02°02'22" W,
550.00-ft.; thence N 88°4747" E, 480.00-ft.; thence N 54°11'07" E, 774.56-ft.; thence N
88°47'47" W, 1,343.90-ft.; thence S 02°02'22" E, 440.00-ft.; thence N 88°4T47" E, 160.00-ft.;
thence S 02 002'22" E, 550.00-ft.; thence N 88°47 147" E, 60.-ft. to the point of beginning.
Containing 11.08-ac. and subject to a 33-ft. road easement along the south property line.
1. PURCHASE PRICE/CONSIDERATION
Subject to the adjustments and prorations provided for in this Agreement, the purchase
price of the Premises shall be One Hundred Thousand and 00/100 Dollars ($ 125,000.00)
payable as follows:
Earnest Money Deposit. Purchaser will tender to Seller upon Sellers Acceptance
of this Agreement a draft in the amount of Ten Thousand Dollars ($10,000.00)
which Seller acknowledges as good and sufficient Consideration for accepting this
Purchase Agreement.
1.2 Payment of Balance of Purchase Price. This is a cash sale. At the
time of closing, after applying the earnest money deposit to the
purchase price, the balance of the purchase price minus any costs
adjusted at closing will be tendered to Seller by Purchaser or wired
by Purchaser to Seller's bank, at Seller's option.
1.3 The Oakland County Board of Commissioners shall have 60 days from the date of
Seller's acceptance of this Agreement, to accept this Agreement on behalf of the
1.1
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County of Oakland. If the Oakland County Board of Commissioners does not
accept this Agreement, then it shall be null and void, and the deposit shall be
returned to the Purchaser.
1.4 Due Diligence Contingency. This Purchase Agreement is contingent upon the
Due Diligence requirements set forth in Section 5, and its sub-paragraphs, of this
Agreement.
2. TITLE CONVEYED
2.1 Title to the Premises shall be conveyed at the Closing from Seller by warranty
deed showing no exceptions except those exceptions to title identified in the Title
Commitment delivered to Purchaser under Section three (3).
2.2 Upon execution of this Purchase Agreement by Seller, Seller agrees not to lease,
assign, or grant a security interest or other lien that would encumber the Premises
after closing, and Seller warrants that any assignment, security interest or other
lien that would encumber the Premises after closing shall be satisfied out of the
consideration transferred at the time of closing.
3. TITLE INSURANCE
At Purchaser's expense, Purchaser will procure a commitment for an ALTA owner's form
of title insurance policy, a copy of which will be delivered to Seller, which policy will be
marked up as of Closing and be effective and certified through the date of recording of
the title documents, in an amount not less than the purchase price, certified to a date later
than the acceptance hereof, and guaranteeing fee simple absolute title in an insurable and
marketable condition. Seller agrees to execute a standard form Owner's Affidavit at
Closing to assist in Purchaser's efforts to obtain coverage without standard exceptions.
Seller shall not have any obligation to provide a boundary or other survey of the property.
In addition to the representations and warranties contained in said Owner's Affidavit,
Seller agrees to execute an affidavit indicating the following:
(i) Seller is not on notice, whether actual or anticipated notice, of any pending claims
against the Seller that would affect the sale of the property.
(ii) There are no court orders prohibiting the sale of the property.
4. TITLE OBJECTIONS
4.1. Purchaser shall have twenty (20) days after receipt of the Title Policy 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 Purchaser to
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Seller, Seller shall have thirty (30) days from the date Seller is notified of the
particular defect(s) claimed, to either (1) remedy the defects, or (2) obtain at its
own cost and expense a substitute commitment for title insurance, insuring in a
manner satisfactory to Purchaser, the Purchaser's title against such defects
claimed. If the Seller fails to remedy the defects or obtain a substitute
commitment for title insurance within said period, Purchaser may at its sole
option (1) waive said title defects and close subject to same; or, (2) defer the
Closing until such time as the defect(s) can be remedied, if such defects can be
remedied in a reasonable time; or, (3) terminate this Purchase Agreement.
5. DUE DILIGENCE INVESTIGATIONS
The Purchaser will have 120 days after approval and acceptance of this offer by the
Oakland County Board of Commissioners (hereinafter "Board"), to conduct the following
due diligence property investigations:
5.1 ALTA/ACSM boundary Survey of the property, paid for by Purchaser.
5.2 Phase I Environmental Assessment. Within 60 days of Board acceptance of this
agreement Purchaser shall have a Phase I Environmental Assessment ("EAS
Report") performed consistent with applicable ASTM standards. If the EAS
Report discloses no environmental concerns, then the Parties will proceed to
Closing pursuant to Section 6.
If the Phase I Environmental Assessment discloses any environmental issues of
concern, then at the sole option of Purchaser, Purchaser may: (i) terminate this
Agreement and receive back its deposit and any accrued interest; or (ii) it may
commission a Phase II study. Purchaser shall notify Seller within 15 days after
receipt of the EAS Report if it elects to terminate this Agreement for
environmental reasons.
If a Phase II study is commissioned then Purchaser shall have, at its sole option,
an additional 60 days from receipt of the EAS to either: (i) terminate this
Agreement and receive back its deposit: or (ii) proceed to closing pursuant to
Section 6.
Nothing in this Agreement will prohibit the Parties from modifying or extending
the date for Closing if such changes are necessary based upon environmental
issues. Such modification or extension must be agreed to in a written addendum
to this Agreement signed by both parties.
5.3 Any other investigations that the Purchaser, in its sole discretion, shall deem
appropriate.
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During the 120 day period, the Purchaser and its agents shall have access to the
property in order to conduct the investigations listed above. If during the 120 day
periods the Purchaser, in its sole discretion, gives written notice to Seller that it is
not satisfied with the condition of the Premises, as evidenced by the due diligence
investigations, then Purchaser shall be entitled to the return of its earnest money
deposit and any accrued interest thereon.
In addition, Purchaser shall have fifteen (15) days from and after receipt of the
survey to determine if the survey matches the property as described in the legal
description. If in the written opinion of the Purchaser's attorney the survey does
not match the property as described in the legal description, then upon written
notice by Purchaser to Seller, Seller shall have thirty (30) days from the date
Seller is notified of the particular defect(s) claimed, to remedy the defects. If the
Seller fails to or cannot remedy the defects, Purchaser may at its sole option (1)
waive said defects and close subject to same; or, (2) defer the Closing until such
time as the defect(s) can be remedied; or, (3) terminate this Purchase Agreement.
Any notice that the Purchaser is not satisfied with the survey must be in writing
and received by the Seller no later than one hundred and twenty (120) days after
approval and acceptance of this offer by the Board.
6. CLOSING, AND CLOSING DOCUMENTS.
6.1 If this offer is accepted by the Seller, and if Seller can convey title as agreed and
can comply with all of contingencies of sale described herein, the Purchaser
agrees to complete the sale on or before February 21, 2005.
6.2 The Closing shall be held at the offices of a Title Company of Purchaser's
choosing, or any other mutually convenient location agreed upon by the parties.
Purchaser, or the Title Company if Purchaser so elects, will prepare the necessary
documents for signatures.
6.3 Purchaser shall notify Seller in writing, twenty (20) days in advance of the
Closing date, and shall prepare and submit to Seller within ten (10) days of
Closing all Closing documents required by Purchaser.
6.4 At Closing Seller will sign and deliver a statutory form of a Warranty Deed
conveying fee simple absolute title to the Premises, pursuant to Michigan law in
the condition required by this agreement, and a Non-Foreign Persons Affidavit,
which documents will have also been reviewed and approved by Purchaser.
Purchaser will pay for the recording of the Deed including any notary fees and the
property transfer tax (revenue stamps).
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6.5 At Closing the Seller will sign 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.
6.6 At Closing the Seller will sign a Certificate of Accuracy, regarding the
Representations made by Seller in Section 16.
6.7 The Seller and Purchaser will sign and/or prepare other documents necessary to
complete the sale and transfer of the Premises.
6.8 Seller will provide to Purchaser an accounting of all rents and fees (if any) that
pertain to the Premises and were paid to Seller for periods that extend beyond the
date of Closing. Those rents that are for periods that extend beyond the date of
Closing shall be prorated back to the date of Closing and Seller shall tender to
Purchaser a cashiers check in the amount of those prorated rents, as well as for
any other adjustments or charges as reflected by the Closing Statement.
6.9 Current property taxes shall be prorated on the due date basis of the taxing
authority, on the basis of a three-hundred sixty-five (365) day year; Seller being
responsible for taxes up to and including the date of closing.
7. POSSESSION.
Purchaser shall have possession of the Premises at the end of Closing.
8. RIGHT OF ENTRY AND ACCESS
While this Agreement is in effect, Purchaser and its employees and agents shall have the
right to enter and access the Premises at reasonable times, with reasonable notice to the
Seller and Owner, for the purpose of surveying, testing, environmental impact studies,
site planning, and other such work as Purchaser deems necessary or desirable to
determine the Premises' suitability for the conduct of Purchaser's business. However, in
the event that this sale does not take place, then Purchaser, at its own expense, shall
restore the property to substantially the same condition as exists on the date of this
Agreement, to the extent such restoration is necessary due to Purchaser's actions.
9. DEFAULT OF SELLER.
In the event Seller shall default in the performance of its obligations herein, the
Purchaser, in addition to other remedies provided by law, may in its sole discretion, elect
to:
9.1 Specifically enforce this Agreement and require specific
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performance of this contract by judicial decree if Seller has closed
on its acquisition of the Premises and is the Owner of the Premises;
or
9.2 Demand a refund of the entire earnest money deposit. Return of
the deposit shall terminate this Agreement, unless Purchaser has
elected to enforce this Agreement as provided above.
10. DEFAULT OF PURCHASER.
In the event the Purchaser shall materially default in the performance of its obligations
herein, Seller may, in its sole discretion, elect to:
10.1 Specifically enforce this Agreement and require specific
performance of this contract; or
10.2 Declare that the Purchaser has forfeited all rights hereunder and
retain the earnest money deposit as liquidated damages. The
retention of the earnest money deposit by Seller shall cancel this
Agreement and be in full and final satisfaction of all claims that the
Seller may bring against Purchaser, unless the Seller has elected to
enforce this Agreement as provided above.
11. RISK OF LOSS
No risk of loss shall pass to Purchaser prior to Closing. Except as otherwise provided in
Section 13, Purchaser acknowledges that Seller (a) has made no representations or warranties
whatever with respect to the property (with the exception of title), whether the property
complies with any laws, and (b) the inspection rights set forth below are sufficient to enable
Purchaser to inspect the property to determine that it is satisfactory to Purchaser. Accordingly,
Purchaser is acquiring the property in its "as is, where is" condition, with all faults.
12. DOCUMENTS TO BE FURNISHED BY SELLER.
12.1 Seller agrees to provide Purchaser with a signed Warranty Deed at Closing.
13. WARRANTIES BY THE SELLER.
The Seller warrants to the Purchaser and shall certify to the Purchaser upon the execution
of this Agreement as follows:
13.1 The Seller has full authority to enter into and perform this
Agreement in accordance with its conditions, without breaching or
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defaulting on any obligation or commitment that the Seller has to
any third parties and will provide Purchaser with any necessary
documents to be attached hereto as Exhibit A.
13.2 The Seller is the fee simple owner of the Premises and will discharge any liens
prior to closing.
13.3 To Seller's actual knowledge, the legal description set forth in this Agreement is
an accurate description of the Premises and does not include any adjacent or
contiguous land owned by the Seller.
13.4 To Sellers actual knowledge there are no leases, rights of first
refusal, contracts, or other agreements of any kind with respect to
the Premises, which would impair the Purchasers right to receive
fee title absolute.
13,5 To Sellers actual knowledge there are no lawsuits, actions, or
proceedings pending, or, to the best of the Seller's knowledge,
threatened by any party, including governmental authorities or
agencies, against or involving the Premises which would affect the
Seller's ability to convey the Premises.
13.6. The Seller has no notice or knowledge of:
any planned or commenced public improvements that
might result in special assessments or otherwise directly
and materially affect the Premises;
(2) any government agency or court order requiring corrections
of any existing conditions;
any request by an insurer or a mortgagee of the
Premises requiring correction of any existing
conditions.
13.7 Seller has not used the Premises for the purpose of disposing of, refining,
generating, manufacturing, producing, storing, handling, treating, transferring,
processing or transporting Hazardous Materials.
13.8 As used in this Agreement, the term "Hazardous Materials" shall mean any
hazardous or toxic substances, wastes or materials, or flammable explosives,
including, without limitation, those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
(1)
(3)
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the Hazardous Materials Transportation Act, as amended, the Resource
Conservation and Recovery Act, Parts 20, 211 and 213 of the Natural Resources
Environmental Protection Act, and all rules, regulations and policies promulgated
thereto (collectively, the "Environmental Laws").
14. WARRANTIES BY THE PURCHASER.
The Purchaser warrants to the Seller as follows:
(1) The Purchaser is a Michigan Municipal and
Constitutional Corporation.
(2) The Purchaser has full authority and funding to enter into and perform this
Agreement in accordance with its conditions, and will provide Seller with
the pertinent resolutions which will be attached as Exhibit B.
15. SURVIVAL OF THE WARRANTIES.
The warranties of the Parties contained in this Purchase Agreement shall survive for two
(2) years after Closing.
16. LIABILITY
Seller shall be liable for and defend any and all alleged losses, claims, suits, causes of
action, litigation, or other demands for damages of any kind, pertaining to the Premises
prior to Closing, except those losses, claims, suits, causes of action, litigation, or other
demands for damages, arising solely out of the acts of Purchaser or Purchaser's agent(s)
while performing any surveys or due diligence inspections of the Premises prior to the
Closing, and Seller shall be responsible for paying any and all judgments, damages
awarded, costs and expenses (including attorney fees and court costs) and any other
liabilities that result from any such alleged losses, claims, suits, causes of action,
litigation, or other demands for damages of any kind pertaining to the Premises prior to
the Closing, except as noted above in this paragraph.
17. BINDING EFFECT.
17.1 The covenants herein shall be binding upon and inure to the benefit of the
administrators and governing body of the parties, as well as any successor
administrators or successor governing bodies of the parties.
17.2 This agreement is not binding until executed by both parties.
18. CONDEMNATION.
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In the event of the institution or proposal of institution of condemnation proceedings prior
to Closing, Purchaser shall have the option, in its sole discretion, to terminate this
Agreement and receive back the earnest money deposit and any accrued interest, or
proceed to Closing. If Purchaser proceeds to Closing, Seller shall assign to Purchaser any
and all of Seller's rights to any award or future award pertaining to the Premises, or shall
pay to Purchaser any actual payment or award made to Seller as a result of the institution
or proposal to institute condemnation.
19. NOTICE.
Any notice, request, demand, consent, approval or other communication given hereunder
shall be in writing and shall be sent by registered or certified mail, return receipt
requested, addressed to the other party at its address as set forth below:
Seller: Ruth D. Lucas
6205 Sunnydale
Clarkston, MI 48346
Purchaser:
Michael Hughson
County of Oakland
Facilities Management
1 Public Works Dr.
Waterford, Michigan 48328
Any party may, by notice given as aforesaid, change its address for any notice. Any
notice by either party shall be sufficient if signed on behalf of said party by any elected or
appointed official thereof
20. TIME OF THE ESSENCE.
Time is of the essence for this Agreement.
21. 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.
Venue for any disputes shall be the Oakland County Circuit Court, the Fiftieth District
Court, or the United States District Court for the Eastern District of Michigan, unless this
paragraph violates any provision of the Michigan Court Rules, or the United States Code.
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22. USE OF WORDS. The pronouns and relative words used in this Agreement shall be read
interchangeably in masculine, feminine or neuter, singular or plural, as the context
requires.
23. SEVERABILITY. If a term, condition, or provision of this Agreement is found, by a
court of competent jurisdiction, to be invalid, unenforceable, or to violate or contravene
federal or state law, then the term, condition, or provision shall be deemed severed from
this Agreement; all other terms, conditions and provisions shall remain in full force and
effect.
24. WAIVER. No waiver of any term, provision or condition of this Agreement, whether by
conduct or otherwise, in one or more instances, shall be deemed or construed as a further
continuing waiver of a term, provision or condition of this Agreement
25. BINDING EFFECT. The terms and conditions of this Agreement shall be binding and
shall inure to the benefit of the Parties and their respective heirs, representatives,
successors and assigns.
26. ENTIRE AGREEMENT. This document contains the entire agreement of the parties and
supersedes all prior agreements, oral or written, between them. It may not be modified,
changed or altered unless reduced to writing and signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated
below.
WITNESSED BY: PURCHASER:
County of Oakland
Michael D. Hughson By: Thomas A Law, Chairperson
Date: Oakland County Board of Commissioners
Seller's Acceptance
The above offer is accepted by Seller, who agrees to be bound by all of the terms and
conditions contained therein.
WITNESSED BY: SELLER:
Ruth D. Lucas
Date:
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FISCAL NOTE (MISC. #04293) October 21, 2004
BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON
IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - APPROVAL AND ACCEPTANCE OF
PURCHASE AGREEMENT FOR THE ACQUISITION OF 11.08 ACRES, PARCEL NO. 07-
20-201-02 FOR EXPANSION OF SPRINGFIELD OAKS COUNTY PARK
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 approves and accepts the terms and
conditions of a Purchase Agreement between Oakland County,
as purchaser, and Mrs. Ruth D. Lucas of Clarkston,
Michigan, seller, for a cash sale purchase of parcel no.
07-20-201-022 in the amount of $125,000 for expansion of
Springfield Oaks County Park.
2, The Oakland County Parks and Recreation Commission has
recommended approval of the Purchase Agreement.
3. The purchase is contingent upon receipt of a negative Phase
I Environmental Assessment report.
4. Funding for the purchase of the property is available in
the Oakland County Parks and Recreation Fund Budget.
5. No budget amendment is recommended.
FINANCE COMMITTEE
CA—t-qc 4'tti
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Crawford, Jamian
and Knollenberg absent.
Resolution #04293 October 7, 2004
The Chairperson referred the resolution to the Finance Committee. There were no objections.
Resolution #04293 October 21, 2004
Moved by Douglas supported by Coulter the resolutions on the Consent Agenda be adopted (with accompanying
reports being accepted).
AYES: Coleman, Coulter, Crawford, Douglas, Gregory, Hatchett, Jamian, Knollenberg, KowaII, Law,
Long, McMillin, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Webster,
Wilson, Zack, Bullard. (25)
NAYS: None. (0)
A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted (with
accompanying reports being accepted).
OMER
I REY MOVE THE FOREGOING RE
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
October 21st, 2004 with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of thiCounty of Oakland at
Pontiac, Michigan this 21st day of October, 2004.
G. William Caddell, County Clerk