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HomeMy WebLinkAboutResolutions - 2005.07.28 - 27863July 28, 2005 MISCELLANEOUS RESOLUTION # 05137 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 346.48-ACRES, PARCEL Nos. 05-34-300-004, 05-34-400-002 and 05-35-301-001 FOR EXPANSION OF ADDISON OAKS COUNTY PARK. To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS, the County of Oakland is the owner of the Addison Oaks County Park (794-ac.) located in Addison 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 William J. Sullivan, Catherine Sullivan, Margaret E. Lope, John E. Sullivan, Judith A. Sullivan and Martha N. McGinnity, owners of 346.48-acres of land located opposite Addison 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 said property, and WHEREAS, pursuant to the terms and conditions of said Purchase Agreement the County shall pay William J. Sullivan, Catherine Sullivan, Margaret E. Lope, John E. Sullivan, Judith A. Sullivan and Martha N. McGinnity the sum of $3,430,000 via a cash sale for the purchase of parcel Nos. 05-34-300-004, 05-34-400-002 and 05-35-301- 001 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 William J. Sullivan, Catherine Sullivan, Margaret E. Lope, John E. Sullivan, Judith A. Sullivan and Martha N. McGinnity of Royal Oak, Michigan, sellers for a cash sale purchase of parcel nos. 05-34-300-004, 05-34- 400-002 and 05-35-301-001. 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 William J. Sullivan, Catherine Sullivan, Margaret E. Lope, John E. Sullivan, Judith A. Sullivan and Martha N. McGinnity, which may be required. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLAN NG AND BUILDING COMMITTEE Planning & Building Committee Vote: Motion carried on unanimous roll call vote with Middleton and Potter absent Oakland County Department of Facilities Management 7/12/2005 Approval and Acceptance Of Purchase Agreement 346.48-ac. Parcel Nos. 05-34-300-004, 05-34-400-002 and 05-35-301-001 Addison Oaks County Park Pursuant to the rules and procedures of the Oakland County Board of Commissioners. On March 15, 2005 the Oakland County Board of Commissioners Planning and Building Committee authorized staff to present an offer and to negotiate the terms and conditions of a purchase agreement for parcel nos. 05-34-200-004, 05-34-400-002 and 05-35-301- 001 (346.48-ac.) for expansion of Addison Oaks County Park. The Departments of Parks and Recreation and Facilities Management with the assistance of County Corporation Counsel have negotiated the terms and conditions of the attached purchase agreement to acquire the subject 346.48-ac. parcel for expansion of Addison Oaks County Park. Terms are as follows: Oakland County expenses: Purchase Price: Phase I Environmental Assessment: Phase II Environmental Assessment: Closing fees (split with seller) Estimated Total Cost: $3,430,000 Earnest money deposit: $50,000. 2,000 (estimated) 4,000 (estimated-if necessary) 400 (estimated) $3,436,400. Seller expenses: Property tax proration Title Insurance Recording/Transfer Tax Survey Appraised value: $3,100,000 to $3,600,000. Funding: Oakland County Parks and Recreation Commission Land Acquisition Fund. The purchase is conditioned upon receipt of a negative Environmental Assessment report, and subject to final approval by the Oakland County Board of Commissioners. Seller/owner of record: William J. Sullivan, Catherine Sullivan, Margaret E. Lope, John E. Sullivan, Judith A. Sullivan and Martha N. McGinnity of Royal Oak, Michigan. It is the recommendation of the Oakland County Parks and Recreation Commission and the Department of Facilities Management that the Oakland County Board of Commissioners accept and approve the attached purchase agreement. mdh PURCHASE AGREEMENT (\r-' THIS AGREEMENT made and entered into this 4g: 'IL day of 2005, by and between WILLIAM J. SULLIVAN and CATHERINE SULLIVAI\TAis Wife, of 1531 Northwood Blvd., Royal Oak, MI 48073, MARGARET E. LOPE, of 714 Browning Court, Bloomfield Hills, MI 48304, JOHN E. SULLIVAN and JUDITH A. SULLIVAN, his wife, of 2465 Hickory Glen, Bloomfield Hills, MI 48304, and MARTHA N. MCGINNITY, of 440 High Cliffe Lane, Tarrytown, New York 10591, (hereinafter collectively referred to as "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 Township of Addison, County of Oakland, State of Michigan (hereinafter the "Premises"); said Premises described as: Legal Description Part A. 346.4816 Acre Parcel. Parcel No's. 05-34-300-004, 05-34-400-002 and 05-35-301-001 A parcel of land being the Southwest 1/4 of Section 34 and the Southeast 1/4 of Section 34 and part of the Southwest 1/4 of Section 35, T5N, R11E, Addison Township, Oakland County, Michigan and being more particularly described as follows: Beginning at the Southwest Corner of said Section 34; thence North 01 degrees 07 minutes 57 seconds East 2,732.07-ft. to the West 1/4 corner of Section 34; thence South 87 degrees 52 minutes 02 seconds East 2,574.71-ft. to the Center of Section 34; thence South 89 degrees 36 minutes 41 seconds East 2,619.27-ft. to the East 1/4 corner of Section 34, also being the West 1/4 corner of Section 35; thence South 89 degrees 12 minutes 38 seconds East 618.42-ft.; thence South 00 degrees 42 minutes 47 seconds West 1,367.59-ft.; thence North 89 degrees 16 minutes 43 seconds West 582.00-ft; thence South 00 degrees 48 minutes 42 seconds East 1,368.81-ft. to the Southeast corner of Section 34; thence North 89 degrees 06 minutes 30 seconds West 2,639.46-ft. to the South 1/4 corner of Section 34; thence North 88 degrees 18 minutes 17 seconds West 2,646.93-ft. to the point of beginning, containing 346.48-acres of land. Subject to the rights of the public in Romeo Road and also Walker Road. Also subject to an easement, if any for the Krohn Drain. Also subject to any easements and/or rights of way, recorded or otherwise. Description taken from survey recorded in Liber 17179 Page 751, Oakland County records. Part B. Easement. In addition the Seller agrees to convey to the Purchaser all right, title and interest of the Seller in 1 and to an Easement Agreement recorded with the Oakland County Register of Deeds at Liber 10014, Pages 044 through 046, inclusive, said easement being across and through the following described parcel located in Addison Township, Oakland County Michigan: The South 60.00 feet of the following described parcel: Land in the SW 1/4 of Section 35, T5N, R11E, Addison Township, Oakland County, Michigan; more particularly described as follows: Commencing at the South 1/4 corner of said Section 35, thence S 89 58' 00" W, 1330.88', along the South line of Section 35, to the South 1/8 corner; thence due North 1961.36', along the West 1/8 line of Section 35, to the Point of Beginning; thence S 8955' 15" W, 759.66'; thence due North, 286.07'; thence N 89 50' 30" E, 759.66, to a point on the West 1/8 line; thence due South 287.12', along said West 1/8 line to the Point of Beginning. Parcel Identification #: 05-35-301-006 1. PURCHASE PRICE/CONSIDERATION Subject to the adjustments and prorations provided for in this Agreement, the purchase price of the Premises shall be Three Million Four Hundred Thirty Thousand and no/cents ($3,430,000.00) Dollars payable as follows: Earnest Money Deposit. Purchaser will tender to Seller upon Seller's Acceptance of this Agreement a draft in the amount of Fifty Thousand Dollars ($50,000.00) which Seller acknowledges as good and sufficient Consideration for accepting this Purchase Agreement. Said deposit shall be held by the Philip F. Greco Title Company, 118 Cass Avenue, Mount Clemens, MI 48043, (the "Title Company") in an interest bearing short term Certificate of Deposit or other interest bearing account. The deposit and the interest accrued shall be applied toward the purchase price at the time of closing or be disbursed to the Seller or the Purchaser in accordance with the terms of this Agreement. If the Purchaser elects to terminate this transaction within the 60-day period for Due Diligence Inspections, the Purchaser shall be entitled to a refund of its entire deposit plus any accrued interest. If the Purchaser needs additional time within which to complete its Due Diligence Inspections, upon written notice to the Seller before the end of the Inspection Period or then current extension thereof, as applicable, it may have successive additional 30 day periods to complete such inspections, provided, however, that for each 30 day extension or part thereof, Ten Thousand Dollars ($10,000.00) of the deposit shall become nonrefundable and shall be delivered to the Seller upon notice to the Purchaser and Title Company, 1.1 2 but shall be applied against the Purchase Price if this transaction is subsequently closed. If the Purchaser has notified the Seller within the initial Due Diligence Inspection Period, or during any extension thereof, that the Purchaser has elected to perform a BEA under Section 5.2, upon notice to the Seller before the end of the BEA Approval Period described in Section 5.2 or then current extension thereof, as applicable, the Purchaser shall be entitled to successive additional 30 day period extensions of the BEA Approval Period, provided, however, that for each 30 day extension or part thereof, Ten Thousand Dollars ($10,000.00) of the deposit shall become nonrefundable and shall be delivered to the Seller upon notice to the Purchaser and Title Company, but shall be applied against the Purchase Price if this transaction is subsequently closed. At all times, at least Ten Thousand Dollars must be retained at the Title Company as a deposit. If because of the foregoing, the balance is less than that amount, within five days following notice to the Purchaser, the minimum deposit of Ten Thousand Dollars ($10,000) shall be restored to the Title Company by the Purchaser. The Purchaser shall not be entitled to any extensions which extend beyond 8 months after the date this Agreement has been approved by the Oakland County Board of Commissioners. Upon termination of this Agreement by the Purchaser as permitted herein, any part of the deposit which remains refundable and accrued interest shall be returned to the Purchaser, in which event there shall be no further duties between the parties. If the Agreement is terminated by the Seller as permitted under Section 10, any part of the deposit which remains refundable and accrued interest shall be retained by the Seller as liquidated damages, in which event, and as provided at Section 10.2, there shall be no further duties between the parties. 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, as modified by all closing adjustments, will be tendered to Seller by Purchaser or wired by Purchaser to Seller's bank, at Seller's option. 1.3 The Seller represents and covenants that it will pay at closing all commissions owing to Seller's Broker, Landman Properties, 111 West Third Street, Rochester, MI 48307, and will hold Purchaser harmless from any obligation to pay any commissions on behalf of the Seller in connection with this sale. Purchaser represents and 3 covenants that it has not utilized and will not utilize the services of any broker or finder in connection with this transaction. 1.4 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 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 and accrued interest shall be returned to the Purchaser. 1.5 Due Diligence Contingency. This Purchase Agreement is contingent upon the Due Diligence requirements set forth in Section 5 of this Agreement, and its sub- paragraphs. 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 described in this Agreement or 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 Seller will procure from the Title Company a commitment for an ALTA owner's form of title insurance policy, a copy of which will be delivered to Purchaser, 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 that the Seller has fee simple absolute title (subject to permitted exceptions) of Part A of the description of the Premises, and is the owner of the easement described in Part B of the description of the Premises, and that the title is 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. 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. 4 (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 Seller, and within thirty (30) days from the date Seller is notified of the particular defect(s) claimed, Seller may, but shall not be required to either (1) remedy the defect(s), 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 defect(s) 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 the Seller continues to attempt to remedy such defect(s), and if such defects can be remedied in a reasonable time; or, (3) terminate this Purchase Agreement. 5. DUE DILIGENCE INVESTIGATIONS The Purchaser will have 60 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 The Seller has delivered to the Purhaser a wetland survey prepared by King Survey, Inc., pursuant to their Job No. 04205 dated 12-14-04. The Purchaser shall have fifteen (15) days from and after approval and acceptance of this offer by the Board 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 the right, but not the obligation, within thirty (30) days from the date Seller is notified of the particular defect(s) claimed to remedy the defect. If the Seller fails to or cannot remedy the defect(s), the Purchaser may at its sole option (1) waive said defect(s) and close subject to same; or (2) defer the closing until such time as the defect(s) can be remedied if the Seller continues to attempt to remedy such defect(s) and if such defect(s) can be remedied within a reasonable time or (3) terminate the Purchase Agreement. 5.2 Phase I Environmental Assessment. Have a Phase I Environmental Assessment ("Phase 1") performed consistent with applicable ASTM standards. If the Phase 1 Report discloses no recognized environmental conditions (as defined by ASTM) that would cause the property to be a Facility as described below, then the Parties will proceed to Closing pursuant to Section 6. 5 If the Phase 1 reveals any recognized environmental conditions that would cause the property to be a Facility under Part 201 of the Michigan Natural Resources and Environmental Protection Act, (MCL 324.20101et. seq.), hereinafter "Part 201," then at the sole option of Purchaser, Purchaser may: (i) terminate this Agreement, or (ii) it may commission a Phase II Environmental Assessment. Purchaser shall notify Seller in the manner provided in this Agreement within 15 days after receipt of the Phase I if it elects to terminate this Agreement for environmental reasons. If the Purchaser elects to obtain a Phase II Environmental Assessment, and if that Assessment discloses that the Premises is a Facility, the Purchaser may (i) terminate this Agreement, or (ii) it may elect by written notice to the Seller to perform a Baseline Environmental Assessment (BEA). The election to obtain a BEA may only be made by the Purchaser during the 60 day Due Diligence Investigation Period, or any permitted extension thereof. If the Purchaser elects to perform a BEA, it shall have 90 days from end of the Due Diligence Inspection Period, or the then current extension thereof, whichever is later (the "BEA Approval Period") to submit the BEA together with a Due Care Plan to the Michigan Department of Environmental Quality (hereinafter MDEQ) for a liability determination pursuant to Sections 20126 and 20129a of the Natural Resources and Environmental Protection Act. The Purchaser shall submit the BEA to the Seller's attorneys for their approval prior to submission to the MDEQ, which approval shall not be unreasonably withheld. The Seller shall act promptly so as not to unreasonably delay the submission of the BEA to the MDEQ. If the Purchaser receives an exemption of liability from the MDEQ and MDEQ accepts the Purchaser's proposed use of the Premises, then the parties will proceed to closing in accordance with paragraph 6. If Purchaser does not receive an exemption of liability from the MDEQ, or if MDEQ requires response activities to be performed, then at the sole option of Purchaser, Purchaser may: (i) terminate this Agreement; or (ii) proceed to closing pursuant to Section 6., taking title subject to such condition. 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. 6 During the 60-day period and any extension thereof, the Purchaser and its agents shall have access to the property in order to conduct the investigations listed above. If during the 60 or 90 day periods, or any extension thereof, the Purchaser determines in its sole discretion, that it is not satisfied with the condition of the Premises, the Purchaser may terminate this Agreement by notice to the Seller's attorney as provided in this Agreement, without stating any cause in such notice, in which event the Purchaser shall be entitled to the return of the refundable portion of its earnest money deposit and any accrued interest thereon and there shall be no further duties between the parties. 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 15 days after the contingencies have been met or waived in writing, but by no later than May 31, 2006. 6.2 The Closing shall be held at the offices of the Title Company, 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. The Seller and Purchaser shall each pay one-half of the cost of the Title Company to prepare the documents and conduct the closing. 6.3 Purchaser shall notify Seller in writing, twenty (20) days in advance of the Closing date, and shall prepare, or have prepared by the Title Company, and submit to Seller at least five (5) days prior to 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 (subject to permitted exceptions) as to Part A of the description of the Premises, and conveying title to the easement described in Part B of the description of 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. Seller will pay for the recording of the Deed including any notary fees and the property transfer tax (revenue stamps), and any fees required to remove or satisfy outstanding mortgages or other liens. 6.5 At Closing the Seller will sign an Affidavit of No Liens on the Title Company's 7 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 12. 6.7 The Seller and Purchaser will sign and/or prepare any 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 (July 1 or December 1, as applicable), on the basis of a three-hundred sixty-five (365) day year; and on the basis that such taxes are paid in advance, 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 After this Agreement has been approved by the Board, 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, 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 materially 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 proceed under either 9.1 or 9.2, but not both: 8 9.1 Specifically enforce this Agreement and require specific performance of this contract by judicial decree; or, 9.2 Demand a refund of the entire earnest money deposit plus accrued interest. Return of the deposit under this Section 9.2 shall terminate and cancel this Agreement and be in full and final satisfaction of any and all claims that either party may bring against the other. 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 proceed under either 10.1 or 10.2, but not both: 10.1 Specifically enforce this Agreement and require specific performance of this contract by judicial decree; or, 10.2 Declare that the Purchaser has forfeited all rights hereunder and retain the entire earnest money deposit and accrued interest as liquidated damages. The retention of the earnest money deposit by Seller under this Section 10.2 shall terminate and cancel this Agreement and be in full and final satisfaction of any and all claims that either party may bring against the other. 11. RISK OF LOSS No risk of loss shall pass to Purchaser prior to Closing. Except as otherwise provided in Section 12, Purchaser acknowledges (a) that Seller has made no representations or warranties whatever with respect to the property (with the exception of title), or 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. WARRANTIES BY THE SELLER. By executing this Agreement, each Seller (other than CATHERINE SULLIVAN, wife, of WILLIAM J. SULLIVAN, and JUDITH A. SULLIVAN, wife of JOHN E. SULLIVAN) warrants and certifies to the Purchaser as follows: 12.1 The Seller has full authority to enter into and perform this Agreement in accordance with its conditions, without breaching or defaulting on any obligation or commitment that the Seller has to 9 any third parties and will provide Purchaser with any necessary resolutions, waivers and consents, or other documents requested by Purchaser that verify Seller has the requisite authority, which documents can be attached hereto as Exhibit A. 12.2 The Seller is the fee simple owner of Part A of the legal description of the Premises and is the owner of the easement described in Part B of the legal description of the Premises, and will discharge any liens on the Premises prior to closing. 12.3 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, or any third party. 12.4 To Seller's 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 Purchaser's right to receive fee title absolute to Part A of the legal description (subject to permitted exceptions), or which would impair the Purchaser's right to receive the easement described in Part B of the legal description. 12.5 To Seller's 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. 12.6. 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; (3) any request by an insurer or a mortgagee of the Premises requiring correction of any existing conditions. 12.7 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 in quantities that exceed those (1) 10 commonly used for residential or agricultural purposes. 12.8 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, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, Parts 201, 211 and 213 of the Natural Resources Environmental Protection Act, and all rules, regulations and policies promulgated thereto (collectively, the "Environmental Laws"). 13. 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. 14. SURVIVAL OF THE WARRANTIES. The warranties of the Parties contained in this Purchase Agreement shall survive for two (2) years after Closing. 15. 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 and attributable to any period prior to Closing, except to the extent those losses, claims, suits, causes of action, litigation, or other demands for damages, which arise 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. If the Purchaser discovers a defect in the title to the Premises or in its physical condition, it shall have the option (i) to terminate this transaction, in which event it shall be entitled to receive that portion of its deposit which remains refundable, and accrued interest, or 11 (ii) to waive such defect and close this transaction pursuant to its terms, in which event the Seller shall have no liability to the Purchaser with respect to such defect. 16. BINDING EFFECT. 16.1 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. 16.2 This agreement is not binding until executed by all Sellers and by the Purchaser. 17. CONDEMNATION. 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. 18. 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, any such notice to be effective upon mailing: Seller: Beier Howlett, P.C. Attention: Stephen W. Jones Jeffrey K. Haynes 200 East Long Lake Road Suite 110 Bloomfield Hills, MI 48304 Purchaser: Michael Hughson County of Oakland Facilities Management 1 Public Works Dr. Waterford, Michigan 48328 12 Notice may also be given by email or fax, but shall only effective if and when the intended recipient sends a response to the notifying party by mail, email or fax, acknowledging receipt of such notice. Any party may, by notice given as aforesaid, change its address for any notice. Any notice by the Seller shall be sufficient if signed by any of the individuals named as Seller (but not those who are spouses signing solely for the purpose of barring their dower interest) or by an attorney who is a shareholder of Beier Howlett, signing on behalf of the Seller. Any notice by the Purchaser shall be sufficient if signed on behalf of said party by any elected or appointed official thereof. 19. TIME OF THE ESSENCE. Time is of the essence for this Agreement. 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. Venue for any disputes shall be the Oakland County Circuit Court, the Fifty-Second 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. 21. 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. 22. 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. 23. 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 24. 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. 25. 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. 13 26. Dower Interests. CATHERINE SULLIVAN, wife, of WILLIAM J. SULLIVAN, and JUDITH A. SULLIVAN, wife of JOHN E. SULLIVAN, join in the execution of this Agreement solely for the purpose of agreeing to bar their dower interest in the Premises at the time this sale is closed. 27. This Agreement shall become effective when it has been executed by all parties. It is not necessary, however, for each party to sign the same copy. It may be signed by counterparts, which, collectively, shall represent the Agreement between the parties. 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: Bill Bullard, Jr., 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. WITNESSES: SELLERS William J. Sullivan Dated: Catherine Sullivan Dated: John E. Sullivan Dated: Judith A. Sullivan Dated: 14 Margaret E. Lope Dated: Martha N. McGinnity Dated: 060905 Sullivan First Revision 070505 Sullivan Second Revision 15 1,000 2,000 Feet KLAND _M11;11;1;0 II Oakland County Park System Oakland County Parks and Recreation (OCPR) is seeking to significantly add to the recreational amenities provided by Addison Oaks County Park through the acquisition of the 347-acre Sullivan Property. The rolling hills, open fields, wetlands and streams of this large tract of land offer unique opportunities for hiking and skiing through a variety of habitats as well as a picturesque setting for picnicking and wildlife viewing. Located in the headwaters of Stony Creek, this property acquisition would preserve sentitive natural areas within the Clinton River Watershed and together with Bald Mountain Recreation Area, Addison Oaks and Orion Oaks creates the largest publicly owned wildlife corridor in Northeast Oakland County. r • • • • - •• • Zr The Sullivan PropE Addison Oaks - Sullivan Property Acquisition Target 2,000 FISCAL NOTE (MISC.: #05137) July 28, 2005 BY: FINANCE COMMITTEE, CHUCK MOSS, CHAIRPERSON IN RE: DEPARTMENT OF FACILITIES MANAGEMENT - APPROVAL AND ACCEPTANCE OF PURCHASE AGREEMENT FOR THE ACQUISTION OF 346.48-ACRES, PARCEL Nos. 05- 34-300-004, 05-34-400-002 AND 05-35-301-001 FOR EXPANSION OF ADDISON 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. Oakland County Parks and Recreation Commission (OCPR) approved the Purchase Agreement for the expansion of Addison Oaks County Park. 2. The Oakland County Parks and Recreation Commission has budgeted a total amount of $3,436,400 for the purchase of 346.48- acres of land for $3,430,000 and estimated costs of $2,000 for Phase I Environmental Assessment, $4,000 for Phase II Environmental Assessment and $400 for closing costs. 3. Facilities Management and Corporation Counsel have reviewed and/or prepared all the necessary documents related to the Purchase Agreement and recommend its approval. 4. No General Fund appropriation is required. Funding is available within the Parks and Recreation Fund. 5. No budget amendment is necessary. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote. Ruth Johnsofi, County Clerk Resolution #05137 July 28, 2005 Moved by Gregory supported by Molnar the resolutions on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Coleman, Coulter, Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton, Middleton, Molnar, Moss, Nash, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Woodward, Zack, Bullard. (24) NAYS: None. (0) A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted (with accompanying reports being accepted). I HEREBY APPROVE THE F011E11111 IINGITION 2_1 /or— STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, 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 July 28, 2005 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 28th day of July, 2005.