HomeMy WebLinkAboutResolutions - 2007.04.05 - 28343REPORT (MISC. 107055) April 5, 2007
BY: Planning and Building Committee, Sue Ann Douglas. Chairperson
IN RE: MR #07055 — PARKS AND RECREATION COMMISSION — APPROVAL AND
ACCEPTANCE OF PURCHASE AGREEMENT FOR THE ACQUISITION OF
APPROXIMATELY 208 ACRES OF LAND IN THE TOWNSHIP OF HIGHLAND
TO ESTABLISH A NEW COUNTY PARK TO BE KNOWN AS HIGHLAND
OAKS COUNTY PARK
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
The Planning and Building Committee, having reviewed Miscellaneous
Resolution #07055 on March 27, 2007, reports with a recommendation that the
resolution be adopted.
Chairperson, on behalf of the Planning and Building Committee, I move
acceptance of the foregoing report.
PLANNING AND BUILDING COMMITTEE
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
..11" •
MISCELLANEOUS RESOLUTION # 07055 March 22, 2007
BY: General Government Committee, Clirittit'Se Long, Chairperson
IN RE: PARKS AND RECREATION COMMISSION — APPROVAL AND ACCEPTANCE OF
PURCHASE AGREEMENT FOR THE ACQUISITION OF APPROXIMATELY 208 ACRES OF LAND IN
THE TOWNSHIP OF HIGHLAND TO ESTABLISH A NEW COUNTY PARK TO BE KNOWN AS
HIGHLAND OAKS COUNTY PARK
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen
WHEREAS, pursuant to Miscellaneous Resolution No. 07016 of February 1, 2007, the County of
Oakland entered into a Michigan Department of Natural Resources Trust Fund Agreement to receive a
grant to reimburse Oakland County forty percent of the acquisition cost of property to establish a new
county park in Highland Township, Michigan to be known as HIGHLAND OAKS COUNTY PARK; 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 the Highland Hye Company, LLC, for the purchase of approximately 208
acres of land in Highland Township; and
WHEREAS, said Purchase Agreement was recommended for approval by the Oakland County
Parks and Recreation Commission on March 8, 2007; and
WHEREAS, the Oakland County Parks and Recreation Commission has budgeted sufficient funds
from its land acquisition fund to complete the purchase of said property; and
WHEREAS ; pursuant to the terms and conditions of said Purchase Agreement, and in
accordance with Michigan Natural Resources Trust Fund Agreement No. TF05-032, the County of
Oakland shall pay Highland Hye Company ; LLC the sum of $2.462,500 via a cash sale for the purchase
of said property 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 Highland Hye Company, LLC, seller for a cash sale purchase.
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 Highland Hye Company, LLC, which may be required to
complete the purchase of said property.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
GENERAL GOVERNMENT COMMITTEE
GENERAL GOVERNMENT COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Oakland County Department of Facilities Management
3/13/2007
Approval and Acceptance
Of Purchase Agreement 208-ac.
Highland Oaks County Park
On April 19, 2005 pursuant to the rules and procedures of the Oakland County Board of
Commissioners the Oakland County Board of Commissioners Planning and Building
Committee authorized staff to obtain appraisals and begin negotiations for the purchase of
approximately 208-acres of land in Highland Township to establish a new county park. On
February 1, 2007 pursuant to Miscellaneous Resolution No. 07016 the Oakland County Board
of Commissioners approved and accepted a Michigan Natural Resources Land Trust Fund
Agreement to receive a grant representing forty percent of the acquisition cost of the above
property.
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 approximately 208-ac. of land in Highland Township for
creation of a new county park. Proposed acquisitions costs are as follows:
Oakland County expenses:
Purchase Price:
Phase I Environmental Assessment:
Phase II Environmental Assessment:
Title Insurance & Closing
Property Transfer Tax
Survey
Estimated Total Cost:
$2,462,500 Earnest money deposit: $105,000.
2,000
None
6,400 (estimated)
21,178
13,800 (includes other land)
$2,505,878.
Seller expenses: Property tax proration
Appraised value: $2,300,000 to $2,626,000.
Funding: Oakland County Parks and Recreation Commission Land Acquisition Fund (60%)
and DNR Land Trust Fund (40%).
The purchase is conditioned upon receipt of a negative Environmental Assessment report,
seller is to remove Protective Covenants and subject to final approval by the Oakland County
Board of Commissioners.
Seller/owner of record: Highland Hye Company, LLC, John Dourjalian, Member of
Rochester Hills, 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
Project Number: TF05-032
THIS AGREEMENT made and entered into this day of
2007, by and between Highland Hye Company, LLC, a Michigan Limited Liability Company,
2859 Stonebury Drive, Rochester Hills, MI 48307 (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 inclusive of all mineral rights or mineral royalty interest in the real property, described
below, located in the Township of Highland, County of Oakland, State of Michigan (hereinafter
the "Premises"); said Premises described as:
See Attached Exhibit "A"
1. PURCHASE PRICE/CONSIDERATION
Subject to the adjustments and prorations provided for in this Agreement, the purchase
price of the Premises shall be Two Million Four Hundred Sixty-two Thousand Five
Hundred Dollars and no/cents ($2,462,500.00) payable as follows:
1.1 Earnest Money Deposit. Purchaser will tender to Seller upon Sellers Acceptance
of this Agreement a draft in the amount of One Hundred Thousand Dollars
($100,000.00) which Seller acknowledges as good and sufficient Consideration
for accepting this Purchase Agreement. Said deposit and the sum of Five
Thousand Dollars (S5,000.00) presently held by the Title Company shall be held
by the Homeowners Title Insurance Company, 2538 South Rochester Road,
Rochester Hills, Michigan 48307, (the "Title Company") in an 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.
1.2 Payment of Balance of Purchase Price. This is a cash sale. At the
time of closing, after applying the earnest money deposit plus any
accrued interest 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 Seller, under a separate agreement shall be responsible for and
pay any broker or finder fee 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
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accept this Agreement, then it shall be null and void, and the deposit and 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.
1.6 The seller(s) hereby acknowledges that a Michigan Department of Natural
Resources Trust Fund Grant has provided partial funding for the purchase of the
premises.
2. TITLE CONVEYED
2.1 Title to the Premises shall be conveyed at the Closing from Seller by warranty
deed showing no encumbrances except existing easements of record or
encumbrances accepted by Purchaser. The Declaration of Protective Covenants
currently shown on the Title Commitment must be removed by Seller prior to
Closing. The policy of Title Insurance must not show those Covenants as an
exception.
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
The Purchaser will procure 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 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. 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.
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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
that in the opinion of Purchaser's Attorney the title is defective, 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 90 days after approval and acceptance of this offer by the
Oakland County Board of Commissioners (hereinafter "Board"), to conduct the due
diligence property investigations in paragraphs 5.1 through 5.3.
During the 90 day period, the Purchaser and its agents shall have access to the property in
order to conduct the investigations listed below. If during the 90 or 180 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.
5.1 ALTA/ACSM boundary Survey of the property, paid for by Purchaser. 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.
5.2 Phase I Environmental Assessment. The Purchaser shall at its expense obtain a
Phase I Environmental Assessment ("Phase 1") performed consistent with
applicable ASTM standards. If the Phase 1 Report discloses no environmental
concerns, then the Parties will proceed to Closing pursuant to Section 6.
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If the Phase 1 reveals any contamination that would cause the property to be a
Facility under Part 201 of the Michigan Natural Resources Environmental
Protection Act, (MCL 324.2010 let. seq.), hereinafter Part 201, 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
Environmental Assessment. Purchaser shall notify Seller within 15 days after
receipt of the Phase I if it elects to terminate this Agreement for environmental
reasons.
If the Phase II discloses that the Premises is a Facility, and Purchaser elects to
perform a Baseline Environmental Assessment (BEA), then Purchaser shall have
an additional 180 days from the time it elects to perform a BEA 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.
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 and receive back its
deposit and any accrued interest; 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.
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 July 3L 2007.
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
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documents for signatures.
6.3 Purchaser shall notify Seller in writing, twenty (20) days in advance of the
Closing date, and shall prepare, or have prepared, and submit to Seller within five
(5) days of Closing, all Closing documents required by Purchaser.
6.4 Seller will sign and deliver at Closing, a statutory form of a Warranty Deed
conveying fee simple absolute title to the Premises inclusive of all minerals rights
or royalties if any (pursuant to Michigan law) in the condition required by this
agreement, and a Non-Foreign Persons Affidavit. These documents will have also
been reviewed and approved by Purchaser.
The Seller will pay any costs or fees required to remove or satisfy outstanding
mortgages or other liens.
6.5 Purchaser will pay for the recording of the Deed, any notary fees and the property
transfer tax (revenue stamps).
6.6 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.
6.7 At Closing the Seller will sign a Certificate of Accuracy, regarding the
Representations made by Seller in Section 12.
6.8 The Seller and Purchaser will sign and/or prepare any other documents necessary
to complete the sale and transfer of the Premises.
6.9 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.
6.10 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.
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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 proceed under either 9.1 or 9.2, but not both:
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 shall terminate this Agreement,
unless Purchaser has elected to enforce this Agreement as provided
in 9.1.
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 earnest money deposit and interest as liquidated
damages. The retention of the earnest money deposit and interest
by Seller shall cancel this Agreement and be in full and final
satisfaction of any and all claims that the Seller may bring against
Purchaser, unless the Seller has elected to enforce this Agreement
as provided in 10.1.
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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 it's "as is" condition, with all faults.
12. WARRANTIES BY THE SELLER.
The Seller warrants to the Purchaser and shall certify to the Purchaser upon the execution
of this Agreement 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
any third parties and will provide Purchaser with any necessary
resolutions, waivers and consents, or other documents 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 the Premises and will discharge any liens
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 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.
12.5 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.
12.6 The Seller has no notice or knowledge of:
(1) any planned or commenced public improvements that
might result in special assessments or otherwise directly
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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.
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.
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 20, 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 PURCHAStE.
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 resolution 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
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)
(3 )
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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.
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 both parties.
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:
Seller: John Dourjalian
Highland Hye Company
2859 Stonebury Drive
Rochester Hills, Michigan 48307
Purchaser: Michael Hughson
County of Oakland Department of 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.
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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 Fiffieth 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated
below.
WITNESSED BY: PURCHASER:
County of Oakland a Michigan Municipal
And Constitutional Corporation
Michael D. Hughson By: Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
Date: , 2007.
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Seller's Acceptance
WITNESSED BY: SELLER:
Highland Hye Company, LLC,
By: John Dourjalian, Member
The foregoing instrument was acknowledged before me in Oakland County, Michigan on this
day of , 2007 by John Dourjalian a member of Highland Hye
Company, LLC on behalf of said Company, who acknowledged before me that he has taken all
actions and secured any and all necessary approvals and authorizations and has the requisite
authority from the Company to bind the Company to this Agreement.
, Notary Public
Oakland County, Michigan acting in
Oakland County, Michigan.
My Commission expires:
2/21/2007
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' Highland Hye Company, LLC Property
Legal Descriptions
File Number: 60727
Exhibit A - LEGAL DESCRIPTION
Tax Identification Number: SEE LEGAL DESCRIPTIONS
Land situated in the Township of Highland, in the County of Oakland, State of Michigan is described as follows:
PARCEL 1:11-03-400-009
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 89 degrees 12 minutes 34 seconds West 1864.76
feet along the South line of Section 3; thence North 62 degrees 32 minutes 55 seconds West 630.00 feet from the
South-East corner of Section 3; thence North 62 degrees 32 minutes 55 seconds West 80.00 feet, thence along a
curve to the left with an arc distance of 105.39 feet (radius = 240.00 feet, chord distance = 104.55 feet, chord bearing
= North 75 degrees 07 minutes 44 seconds West); thence South 01 degrees 18 minutes 39 seconds West 344.03 feet
to the South one-quarter corner of said Section; thence along the South line of Section 3, North 89 degrees 33 minutes
46 seconds West 231.25 feet to a point on the East Right of Way line of the C.S.X Railroad; thence along said Right of
Way, North 12 degrees 56 minutes 57 seconds East 1326.32 feet; thence along a curve to the left with an arc distance
of 542.11 feet (radius = 2914.93 feet, chord distance = 541.33 feet, chord bearing North 07 degrees 37 minutes 17
seconds East); thence South 64 degrees 04 minutes 00 seconds East 830.00 feet; thence South 56 degrees 56
minutes 15 seconds West 523.98 feet; thence South 16 degrees 23 minutes 01 seconds West 940.00 feet to the point
of beginning, containing 699,136 square feet or 16.05 acres of land. Subject to the Rights of the Public and that part
of Milford Road used for road purposes.
PARCEL 2: 11-03-400-010
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 89 degrees 12 minutes 34 seconds West 1733.00
feet along the South line of Section 3 from the South East corner of Section 3; thence along said Section line North 89
degrees 12 minutes 34 seconds West 131.76 feet; thence North 62 degrees 32 minutes 55 seconds West 630.00 feet;
thence North 16 degrees 23 minutes 01 seconds East 940.00; thence North 56 degrees 56 minutes 15 seconds East
523.98 feet; thence South 01 degrees 40 minutes 07 seconds East 460.49 feet', thence South 01 degrees 30 minutes
36 seconds West 1020.00 feet to the point of beginning, containing 704,909 square feet or 16.18 acres of land.
Subject to the Rights of the Public and that part of Milford Road used for road purposes.
PARCEL 9:11-03-400-012
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 01 degrees 30 minutes 36 seconds East 1882.00
along the East line of Section 3 from the South East corner of said Section; thence North 89 degrees 12 minutes 34
seconds West 1075.00 feet; thence South 60 degrees 31 minutes 19 seconds West 797.27 feet; thence North 29
degrees 01 minutes 05 seconds East 1301.89 feet; thence along a curve to the right with an arc distance of 153.00
feet (radius = 560.00 feet, chord distance = 152.52 feet, chord bearing = South 28 degrees 38 minutes 58 seconds
East); thence along a curve to the left with an arc distance of 429.69 feet (radius = 360.00 feet, chord distance =
404.63 feet, chord bearing = South 55 degrees 00 minutes 57 seconds East); thence South 89 degrees 12 minutes 34
seconds East 743.00 feet to a point on the East line of said Section; thence along the East line of said Section South
01 degrees 30 minutes 36 seconds West 385.00 feet to the point of beginning, containing 730,384 square feet or
16.77 acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes.
PARCEL 10: 11-03-200-014
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at the East one-quarter corner of said Section; thence along the East line
of said Section South 01 degrees 30 minutes 36 seconds West 371.87 feet; thence North 89 degrees 12 minutes 34
seconds West 425.00 feet, thence North 01 degrees 07 minutes 18 seconds East 1190.81 feet; thence South 88
degrees 51 minutes 08 seconds East 425.00 feet to a point on the East line of said Section; thence South 00 degrees
56 minutes 43 seconds West 816.30 feet to the point of beginning, containing 507,038 square feet or 11.64 acres of
land. Subject to the rights of the public and that part of Milford Road used for road purposes also subject to an
File Number: 60727
easement for ingress and egress to the described land and land of others over the Southerly 30.00 feet thereof.
. PARCEL 11: 11-03-200-013
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant South 01 degrees 30 minutes 36 seconds West 371.87
feet; thence North 89 degrees 12 minutes 34 seconds West 425.00 feet from the East one-quarter corner of said
Section; thence North 89 degrees 12 minutes 34 seconds West 318.00 feet; thence along a curve to the right with an
arc distance of 56.58 feet (radius = 360.00 feet, chord distance 58.52, chord bearing = North 84 degrees 32 minutes
51 seconds West); thence North 00 degrees 56 minutes 43 seconds East 1188.40 feet; thence South 88 degrees 51
minutes 08 seconds East 380.00 feet; thence South 01 degrees 07 minutes 18 seconds West 1190.81 feet to the point
of beginning, containing 450,675 square feet or 10.35 acres of land. Subject to an easement for ingress and egress to
the described land and land of others over the Southerly 30.00 feet thereof.
PARCEL 12: 11-03-200-012
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 816.30
feet along the East line of said Section; thence North 88 degrees 51 minutes 08 seconds West 805.00 feet from the
East one-quarter corner of said Section; thence South 00 degrees 56 minutes 43 seconds West 1188.40 feet; thence
along a curve to the right with an arc distance of 371.11 feet (radius = 360.00, chord distance = 354.89 feet, chord
bearing = North 50 degrees 21 minutes 15 seconds West); thence along a curve to the left with an arc distance of
371.32 (radius = 840.00, chord distance = 364.56 feet, chord bearing = North 09 degrees 48 minutes 05 seconds
West); thence North 00 degrees 56 minutes 43 seconds East 692.21 feet; thence South 88 degrees 51 minutes 08
seconds East 515.00 feet to the point of beginning, containing 499,847 square feet or 11.47 acres of land. Subject to
an easement for ingress and egress to the described land and land of others over the Southwesterly 30.00 feet
thereof.
PARCEL 13: 11-03-200-011
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 816.30
feet along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 51
minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 655.00 feet; thence
South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00
degrees 56 minutes 43 seconds West 555.00 feet to the point of beginning, containing 732,600 square feet or 16.82
acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes.
PARCEL 14: 11-03-200-008
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 1371.30
feet, along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 61
minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 420.00 feet; thence
South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00
degrees 56 minutes 43 seconds West 420.00 feet to the point of beginning, containing 55.4,400 square feet or 12.73
acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes.
PARCEL 15: 11-03-200-007
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 1791.30
feet along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 51
minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 419.69 feet; thence
South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00
degrees 56 minutes 43 seconds West 419.69 feet to the point of beginning containing 553,991 square feet or 12.72
acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes.
PARCEL 16: 11-03-200-006
File Number: 60727
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
Company, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99
feet along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet from the East
one-quarter corner of said Section; thence South 00 degrees 56 minutes 43 seconds West 1062.00 feet; thence North
88 degrees 51 minutes 08 seconds West 614.00 feet; thence North 00 degrees 57 minutes 03 seconds East 1062.00
feet thence South 88 degrees 51 minutes 08 seconds East 613.90 feet to the point of beginning containing 652,010
square feet or 14.97 acres of land. Subject to an easement for ingress and egress to the described land and land of
others over the Westerly 30.00 feet thereof.
PARCEL 17: 11 -03-200-005
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99
feet along the East line of Section 3; thence South 88 degrees 51 minutes 08 seconds West 1933.90 feet from the
East one-quarter corner of said Section; thence South 00 degrees 57 minutes 03 seconds West 990.00; thence North
88 degrees 51 minutes 08 seconds West 585.04 feet to a point on the Easterly Right of Way line of the C.S.X.
Railroad; thence along said Right of Way, North 01 degrees 00 minutes 57 seconds East 990.00 feet; thence South 88
degrees 51 minutes 08 seconds East 583.92 feet to the point of beginning containing 578,629 square feet or 13.28
acres of land. Subject to an easement for ingress and egress to the described land and land of others over the
Easterly 30.00 feet thereof.
PARCEL 18: 11-03-200-010
A parcel of land in the East one-half of the fractional Section 3, Town 3 North, Range 7 East, Highland Township,
Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds, East
2210.99 along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet; thence
South 00 degrees 56 minutes 43 seconds West 1062.00 feet from the East one-quarter corner of said Section; thence
South 00 degrees 56 minutes 43 seconds West 1024.90 feet; thence along an arc to the left with an arc distance of
284.50 feet (radius = 560.00 feet, chord distance = 281.45 feet, chord bearing = North 73 degrees 22 minutes 04
seconds West); thence along a curve to the right with an arc distance of 542.89 feet (radius = 350.00, chord distance =
490.08 feet, chord bearing = North 43 degrees 29 minutes 09 seconds West); thence North 00 degrees 57 minutes 03
seconds East 601.00 feet; thence South 88 degrees 51 minutes 08 seconds East 614.00 feet to the point of beginning
containing 563,922 square feet or 12.95 acres of land. Subject to an easement for ingress and egress to the
described land and land of others over the Southerly and Westerly 30.00 feet thereof.
PARCEL 19: 11-03-200-009
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99
feet along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1933.90 feet; thence
South 00 degrees 57 minutes 03 seconds West 990.00 feet from the East one-quarter corner of said Section; thence
South 00 degrees 57 minutes 03 seconds West 873.00 feet; thence along a curve to the left with an arc distance of
260.79 feet (radius = 350.00 feet, chord distance = 254.80 feet, chord bearing = South 20 degrees 23 minutes 44
seconds East); thence North 88 degrees 51 minutes 08 seconds, West 678.82 feet to a point on the East Right of Way
line of the C.S.X. Railroad; thence along said Right of Way North 01 degrees 00 minutes 57 seconds East 910.00 feet;
thence South 88 degrees 51 minutes 08 seconds East 585.04 to the point of beginning containing 539,739 square feet
or 12.39 acres of land. Subject to an easement for ingress and egress to the described land and land of others over
the Easterly 30.00 feet thereof.
PARCEL 20: 11-03-400-008
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant South 01 degrees 30 minutes 36 seconds, West 371.87
along the East line of Section 3; thence North 89 degrees 12 minutes 34 seconds, West 743.00 feet; thence along a
curve to the right With an arc distance of 429.69 (radius = 360.00 feet, chord distance = 404.63, chord bearing = North
55 degrees 00 minutes 57 seconds West); thence along an arc to the left with an arc to the left with an arc distance of
153.00 feet (radius = 560.00 feet, chord distance = 152.52 feet, chord bearing = North 28 degrees 38 minutes 58
seconds West) from the East one-quarter corner of said Section; thence South 29 degrees 01 minutes 05 seconds
West 1301.89 feet; thence North 21 degrees 19 minutes 40 seconds West 471.65 feet; thence North 06 degrees 48
minutes 57 seconds East 1050.00 feet; thence along a curve to the left with an arc distance of 282.10 feet (radius =
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 proceed under either 9.1 or 9.2, but not both:
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 shall terminate this Agreement,
unless Purchaser has elected to enforce this Agreement as provided
in 9.1.
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 earnest money deposit and interest as liquidated
damages. The retention of the earnest money deposit and interest
by Seller shall cancel this Agreement and be in full and final
satisfaction of any and all claims that the Seller may bring against
Purchaser, unless the Seller has elected to enforce this Agreement
as provided in 10.1.
6
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 it's "as is" condition, with all faults.
12. WARRANTIES BY THE SELLER.
The Seller warrants to the Purchaser and shall certify to the Purchaser upon the execution
of this Agreement 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
any third parties and will provide Purchaser with any necessary
resolutions, waivers and consents, or other documents 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 the Premises and will discharge any liens
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 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.
12.5 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.
12.6 The Seller has no notice or knowledge of:
(1) any planned or commenced public improvements that
might result in special assessments or otherwise directly
7
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.
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 20, 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 resolution 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
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)
8
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.
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 both parties.
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:
Seller: John Dourjalian
Highland Hye Company
2859 Stonebury Drive
Rochester Hills, Michigan 48307
Purchaser: Michael Hughson
County of Oakland Department of 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.
9
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 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.
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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated
below.
WITNESSED BY: PURCHASER:
County of Oakland a Michigan Municipal
And Constitutional Corporation
Michael D. Hughson By: Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
Date: , 2007.
10
Seller's Acceptance
WITNESSED BY: SELLER:
Highland Hye Company, LLC,
By: John Dourjalian, Member
The foregoing instrument was acknowledged before me in Oakland County, Michigan on this
day of ,2007 by John Doutjalian a member of Highland Hye
Company, LLC on behalf of said Company, who acknowledged before me that he has taken all
actions and secured any and all necessary approvals and authorizations and has the requisite
authority from the Company to bind the Company to this Agreement.
, Notary Public
Oakland County, Michigan acting in
Oakland County, Michigan.
My Commission expires:
2/21/2007
11
p
Highland Hye Company, LLC Property
Legal Descriptions
File Number: 60727
Exhibit A - LEGAL DESCRIPTION
Tax Identification Number: SEE LEGAL DESCRIPTIONS
Land situated in the Township of Highland, in the County of Oakland, State of Michigan is described as follows:
PARCEL 1:11-03-400-009
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 89 degrees 12 minutes 34 seconds West 1864.76
feet along the South line of Section 3; thence North 62 degrees 32 minutes 55 seconds West 630.00 feet from the
South-East corner of Section 3; thence North 62 degrees 32 minutes 55 seconds West 80.00 feet; thence along a
curve to the left with an arc distance of 105.39 feet (radius = 240.00 feet, chord distance = 104.55 feet, chord bearing
= North 75 degrees 07 minutes 44 seconds West); thence South 01 degrees 18 minutes 39 seconds West 344.03 feet
to the South one-quarter corner of said Section; thence along the South line of Section 3, North 89 degrees 33 minutes
46 seconds West 231.25 feet to a point on the East Right of Way line of the C.S.X Railroad; thence along said Right of
Way, North 12 degrees 56 minutes 57 seconds East 1326.32 feet; thence along a curve to the left with an arc distance
of 542.11 feet (radius = 2914.93 feet, chord distance = 541.33 feet, chord bearing North 07 degrees 37 minutes 17
seconds East); thence South 64 degrees 04 minutes 00 seconds East 830.00 feet; thence South 56 degrees 56
minutes 15 seconds West 523.98 feet; thence South 16 degrees 23 minutes 01 seconds West 940.00 feet to the point
of beginning, containing 699,136 square feet or 16.05 acres of land. Subject to the Rights of the Public and that part
of Milford Road used for road purposes.
PARCEL 2:11-03-400-010
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 89 degrees 12 minutes 34 seconds West 1733.00
feet along the South line of Section 3 from the South East corner of Section 3; thence along said Section line North 89
degrees 12 minutes 34 seconds West 131.76 feet; thence North 62 degrees 32 minutes 55 seconds West 630.00 feet;
thence North 16 degrees 23 minutes 01 seconds East 940.00; thence North 56 degrees 56 minutes 15 seconds East
523.98 feet, thence South 01 degrees 40 minutes 07 seconds East 460.49 feet; thence South 01 degrees 30 minutes
36 seconds West 1020.00 feet to the point of beginning, containing 704,909 square feet or 16.18 acres of land.
Subject to the Rights of the Public and that part of Milford Road used for road purposes.
PARCEL 9: 11-03-400-012
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 01 degrees 30 minutes 36 seconds East 1882.00
along the East line of Section 3 from the South East comer of said Section; thence North 89 degrees 12 minutes 34
seconds West 1075.00 feet; thence South 60 degrees 31 minutes 19 seconds West 797.27 feet; thence North 29
degrees 01 minutes 05 seconds East 1301.89 feet; thence along a curve to the right with an arc distance of 153.00
feet (radius = 560.00 feet, chord distance = 152.52 feet, chord bearing = South 28 degrees 38 minutes 58 seconds
East); thence along a curve to the left with an arc distance of 429.69 feet (radius = 360.00 feet, chord distance =
404.63 feet, chord bearing South 55 degrees 00 minutes 57 seconds East); thence South 89 degrees 12 minutes 34
seconds East 743.00 feet to a point on the East line of said Section; thence along the East line of said Section South
01 degrees 30 minutes 36 seconds West 385.00 feet to the point of beginning, containing 730,384 square feet or
16.77 acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes.
PARCEL 10: 11-03-200-014
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at the East one-quarter corner of said Section; thence along the East line
of said Section South 01 degrees 30 minutes 36 seconds West 371.87 feet; thence North 89 degrees 12 minutes 34
seconds West 425.00 feet thence North 01 degrees 07 minutes 18 seconds East 1190.81 feet; thence South 88
degrees 51 minutes 08 seconds East 425.00 feet to a point on the East line of said Section; thence South 00 degrees
56 minutes 43 seconds West 816.30 feet to the point of beginning, containing 507,038 square feet or 11.64 acres of
land. Subject to the rights of the public and that part of Milford Road used for road purposes also subject to an
4
File Number: 60727
easement for ingress and egress to the described land and land of others over the Southerly 30.00 feet thereof.
. PARCEL 11: 11-03-200-013
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant South 01 degrees 30 minutes 36 seconds West 371.87
feet; thence North 89 degrees 12 minutes 34 seconds West 425.00 feet from the East one-quarter corner of said
Section; thence North 89 degrees 12 minutes 34 seconds West 318.00 feet; thence along a curve to the right with an
arc distance of 58.58 feet (radius = 360.00 feet, chord distance 58.52, chord bearing = North 84 degrees 32 minutes
51 seconds West); thence North 00 degrees 56 minutes 43 seconds East 1188.40 feet thence South 88 degrees 51
minutes 08 seconds East 380.00 feet; thence South 01 degrees 07 minutes 18 seconds West 1190.81 feet to the point
of beginning, containing 450,675 square feet or 10.35 acres of land. Subject to an easement for ingress and egress to
the described land and land of others over the Southerly 30.00 feet thereof.
PARCEL 12: 11-03-200-012
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 816.30
feet along the East line of said Section; thence North 88 degrees 51 minutes 08 seconds West 805.00 feet from the
East one-quarter corner of said Section; thence South 00 degrees 56 minutes 43 seconds West 1188.40 feet; thence
along a curve to the right with an arc distance of 371.11 feet (radius = 360.00, chord distance = 354.89 feet, chord
bearing = North 50 degrees 21 minutes 15 seconds West); thence along a curve to the left with an arc distance of
371.32 (radius = 840.00, chord distance = 364.56 feet, chord bearing = North 09 degrees 48 minutes 05 seconds
West); thence North 00 degrees 56 minutes 43 seconds East 692.21 feet; thence South 88 degrees 51 minutes 08
seconds East 515.00 feet to the point of beginning, containing 499,847 square feet or 11.47 acres of land. Subject to
an easement for ingress and egress to the described land and land of others over the Southwesterly 30.00 feet
thereof.
PARCEL 13: 11-03-200-011
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 816.30
feet along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 51
minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 555.00 feet; thence
South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00
degrees 56 minutes 43 seconds West 555.00 feet to the point of beginning, containing 732,600 square feet or 16.82
acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes.
PARCEL 14:11-03-200-008
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 1371.30
feet, along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 51
minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 420.00 feet; thence
South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00
degrees 56 minutes 43 seconds West 420.00 feet to the point of beginning, containing 554,400 square feet or 12.73
acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes.
PARCEL 15: 11 -03-200-007
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 1791.30
feet along the East line of Section 3 from the East one-quarter corner of said Section; thence North 88 degrees 51
minutes 08 seconds West 1320.00 feet; thence North 00 degrees 56 minutes 43 seconds East 419.69 feet; thence
South 88 degrees 51 minutes 08 seconds East 1320.00 feet; thence along the East line of said Section South 00
degrees 56 minutes 43 seconds West 419.69 feet to the point of beginning containing 553,991 square feet or 12.72
acres of land. Subject to the rights of the public and that part of Milford Road used for road purposes.
PARCEL 16: 11-03-200-006
• 44 .. 4 •
File Number: 60727
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
Company, Michigan, described as: 'Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99
feet along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet from the East
one-quarter corner of said Section; thence South 00 degrees 56 minutes 43 seconds West 1062.00 feet; thence North
88 degrees 51 minutes 08 seconds West 614.00 feet; thence North 00 degrees 57 minutes 03 seconds East 1062.00
feet thence South 88 degrees 51 minutes 08 seconds East 613.90 feet to the point of beginning containing 652,010
square feet or 14.97 acres of land. Subject to an easement for ingress and egress to the described land and land of
others over the Westerly 30.00 feet thereof.
PARCEL 17: 11-03-200-005
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99
feet along the East line of Section 3; thence South 88 degrees 51 minutes 08 seconds West 1933.90 feet from the
East one-quarter corner of said Section; thence South 00 degrees 57 minutes 03 seconds West 990.00; thence North
88 degrees 51 minutes 08 seconds West 585.04 feet to a point on the Easterly Right of Way line of the C.S.X.
Railroad; thence along said Right of Way, North 01 degrees 00 minutes 57 seconds East 990.00 feet; thence South 88
degrees 51 minutes 08 seconds East 583.92 feet to the point of beginning containing 578,629 square feet or 13.28
acres of land. Subject to an easement for ingress and egress to the described land and land of others over the
Easterly 30.00 feet thereof.
PARCEL 18: 11-03-200-010
A parcel of land in the East one-half of the fractional Section 3, Town 3 North, Range 7 East, Highland Township,
Oakland County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds, East
2210.99 along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1320.00 feet; thence
South 00 degrees 56 minutes 43 seconds West 1062.00 feet from the East one-quarter corner of said Section; thence
South 00 degrees 56 minutes 43 seconds West 1024.90 feet; thence along an arc to the left with an arc distance of
284.50 feet (radius = 560.00 feet, chord distance = 281.45 feet, chord bearing = North 73 degrees 22 minutes 04
seconds West); thence along a curve to the right with an arc distance of 542.89 feet (radius = 350.00, chord distance =
490.08 feet, chord bearing = North 43 degrees 29 minutes 09 seconds West); thence North 00 degrees 57 minutes 03
seconds East 601.00 feet; thence South 88 degrees 51 minutes 08 seconds East 614.00 feet to the point of beginning
containing 563,922 square feet or 12.95 acres of land. Subject to an easement for ingress and egress to the
described land and land of others over the Southerly and Westerly 30,00 feet thereof.
PARCEL 19: 11-03-200-009
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant North 00 degrees 56 minutes 43 seconds East 2210.99
feet along the East line of Section 3; thence North 88 degrees 51 minutes 08 seconds West 1933.90 feet; thence
South 00 degrees 57 minutes 03 seconds West 990.00 feet from the East one-quarter comer of said Section; thence
South 00 degrees 57 minutes 03 seconds West 673.00 feet; thence along a curve to the left with an arc distance of
260.79 feet (radius = 350.00 feet, chord distance = 254,80 feet, chord bearing = South 20 degrees 23 minutes 44
seconds East); thence North 88 degrees 51 minutes 08 seconds, West 678.82 feet to a point on the East Right of Way
line of the C.S.X. Railroad; thence along said Right of Way North 01 degrees 00 minutes 57 seconds East 910.00 feet;
thence South 88 degrees 51 minutes 08 seconds East 585.04 to the point of beginning containing 539,739 square feet
or 12.39 acres of land. Subject to an easement for ingress and egress to the described land and land of others over
the Easterly 30.00 feet thereof.
PARCEL 20: 11-03-400-008
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East, Highland Township, Oakland
County, Michigan, described as: Beginning at a point distant South 01 degrees 30 minutes 36 seconds, West 371.87
along the East line of Section 3; thence North 89 degrees 12 minutes 34 seconds, West 743.00 feet; thence along a
curve to the right With an arc distance of 429.69 (radius = 360.00 feet, chord distance = 404.63, chord bearing = North
55 degrees 00 minutes 57 seconds West); thence along an arc to the left with an arc to the left with an arc distance of
153.00 feet (radius = 560.00 feet, chord distance = 152.52 feet, chord bearing = North 28 degrees 38 minutes 58
seconds West) from the East one-quarter corner of said Section; thence South 29 degrees 01 minutes 05 seconds
West 1301.89 feet; thence North 21 degrees 19 minutes 40 seconds West 471.65 feet; thence North 06 degrees 48
minutes 57 seconds East 1050.00 feet; thence along a curve to the left with an arc distance of 282.10 feet (radius =
w • V' bro
Resolution #07055 March 22, 2007
The Chairperson referred the resolution to the Planning and Building Committee and the Finance
Committee. There were no objections,
FISCAL NOTE (MISC #07055) April 5, 2007
BY: Finance Committee, Mike Rogers, Chairperson
IN RE: PARKS AND RECREATION COMMISSION- APPROVAL AND ACCEPTANCE OF PURCHASE
AGREEMENT FOR THE ACQUISITION OF APPROXIMATELY 208 ACRES OF LAND IN THE
TOWNSHIP OF HIGHLAND TO ESTABLISH A NEW COUNTY PARK TO BE KNOWN AS HIGHLAND
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 Miscellaneous Resolution and finds:
1. The Oakland County Parks and Recreation Commission along with the
Oakland County Planning and Building Committee, Facilities
Management and Corporation Council have negotiated a purchase
agreement with Highland Hyde Company, LLC for the purchase of
approximately 208 acres of land in Highland Township.
2. The Oakland County Parks and Recreation Commission approved the
Purchase Agreement on March 8, 2007.
3. Miscellaneous Resolution #07016 dated February 1, 2007 accepted a
grant from the Michigan Department of Natural Resources Trust Fund
to reimburse forty percent (40t) of the acquisition costs. The total
purchase price is $2,462,500.
4. The Parks and Recreation Commission has designated local match (60%)
in-kind funds in its 2007 Capital Improvement Projects Budget as
coming from 14 mill Parks and Recreation Levy.
5. No budget adjustment is required.
FINANCE COMMITTEE
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote..
Resolution #07055 April 5, 2007
Moved by Rogers supported by Nash the resolutions (with fiscal notes attached) be adopted (with
accompanying reports being accepted).
AYES: Burns, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel,
Hatchett, Jacobsen, Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Suarez,
Woodward, Zack, Bullard. (23)
NAYS: KowaII. (1)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) were adopted (with
accompanying reports being accepted).
,•••••n
I HEREBY PPR THE F5? 91N6 RESOLUTION
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 April 5, 2007, with
the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed he seal of the County of Oakland at Pontiac,
Michigan this 5th day of April, 2007.
t(h/d7