HomeMy WebLinkAboutResolutions - 2020.06.04 - 33293MISCELLANEOUS RESOLUTION #20180 June 4, 2020
BY: Commissioner Penny Luebs, Chairperson, Health, Safety and Human Services Committee
IN RE: PARKS AND RECREATION COMMISSION — LAND DONATION INZITARI PARCEL (08-03-
401-008) ADDED TO INDEPENDENCE OAKS COUNTY PARK
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Oakland County Parks and Recreation Commission was contacted by Michael Inzitari
about his interest in donating a 1.59 -acre parcel (08-03-401-008) on the east side of Independence Oaks
County Park; and
WHEREAS the parcel will increase connectivity between Independence Oaks and Independence Oaks -
North; and
WHEREAS the Clinton River stream flows through the parcel, linking the south end of Upper Bushman
Lake (Independence Oaks -North) and Crooked Lake (Independence Oaks); and
WHEREAS the parcel consists of wetlands identified by the National Wetlands Inventory including
Forested, Scrub -Shrub and Emergent wetlands; and
WHEREAS accepting the donation of this parcel will add high-quality natural habitat which will be
preserved by the Parks and Recreation Commission in perpetuity at Independence Oaks County Park.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves and
authorizes the attached Donation Agreement and directs the Chairperson or his/her designee to execute
the Donation Agreement
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the County's
Property Management Specialist or its Director of Facilities Management to execute all closing documents
and other documents necessary to complete this transaction and effectuate the Donation Agreement.
BE IT FURTHER RESOLVED a FY 2020 budget amendment is recommended to recognize the capital
contributions.
PARKS AND RECREATION FUND (#50800)
Revenues: FY2020
5060101-160000-690189 Capital Asset Contributions $32,000
5060666-160666-665882 Planned Use of Balance (32,000)
Total Revenues
Chairperson, on behalf of the Health, Safety and Human Services Committee, I move the adoption of the
foregoing resolution.
P L` "
Commissioner enny Luebs, District #16
Chairperson, alth, Safety and Human
Services Committee
HEALTH, SAFETY AND HUMAN SERVICES COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Gingell absent.
DONATION AGREEMENT BETWEEN
THE COUNTY OF OAKLAND AND MICHAEL J. INZITARI
FOR THE DONATION OF REAL PROPERTY
THIS DONATION AGREEMENT ("Agreement") is made and entered into
, 2020, ("Effective Date") by and between Michael J. Inzitari 303
Millington Ct, Bloomfield Hills, MI 48304 ("Inzitari") and the COUNTY OF OAKLAND, by and
through its statutory agent, the Oakland County Parks and Recreation Commission, 2800 Watkins
Lake Road, Waterford, Michigan 48328 ("County"), for the donation of approximately 1.59 acres of
vacant land, on Sashabaw Road, with a parcel identification number of 08-03-401-008.
The Parties agree to the following terms and conditions:
DONATION OF REAL PROPERTYAND AGREEMENT APPROVAL.
1.1. Donation of Real Pronertv. Pursuant to the terms and conditions set forth herein,
Inzitari donates and the County accepts the donation of approximately 1.59 acres of
vacant land, with a parcel identification number of 08-03-401-008, specifically
described in Exhibit A ("Premises") including all rights, title, interests, and mineral
rights or mineral royalty interest in the Premises. Exhibit A is fully incorporated into
this Agreement.
1.2. ADDroval of Aereement. The Oakland County Board of Commissioners shall have
until July 31, 2020 to approve and execute this Agreement. if the Oakland County
Board of Commissioners does not approve and execute this Agreement by July 31,
2020, then the Agreement shall be null and void.
2. TITLE CONVEYED.
2.1. Form of Convevance. At Closing, Inzitari shall convey marketable title to the
Premises to the County by Warranty Deed. The Premises shall include all tenements,
hereditaments, privileges and appurtenances belonging or in any way appertaining to
the Premises including the following: (1) all future land division rights, (2) all right,
title, and interest of Inzitari in any street, road, or avenue, open or proposed, in front
of or adjoining the Premises, or any part thereof, to the centerline thereof, (3) all
water, air, riparian, and mineral rights, (4) the use of appurtenant easements, whether
or not of record, strips and rights of way abutting, adjacent, contiguous or adjoining
the Premises, and (5) all assignable licenses, franchises, rights, and governmental or
other permits, authorizations, consents, and approvals, which are necessary to own
the Premises, to the extent that the same are legally assignable.
2.2. Personal Property. There is no personal property on the Premises and no personal
property is included with the donation of the Premises.
DRAFT (Inzitari) 04-08-20
2.3. No Transfer of Interests After Execution. After Inzitari's execution of this
Agreement, Inzitari shall not lease, assign, or grant a security interest or other lien
that would encumber the Premises after closing, unless approved, in writing, by the
County. Inzitari warrants that any lease, assignment, security interest, or other lien
that would encumber the Premises shall be terminated prior to Closing.
3. TITLE INSURANCE.
3.1. The County shall obtain and pay for the commitment of title insurance covering the
Premises (the "Title Commitment"), the final policy of title insurance covering the
Premises (the "Title Policy"), related title search fees in connection with the Title
Commitment and Title Policy, and any endorsements to the Title Policy from ATA
National Title Group, LLC, 42651 Woodward Avenue, Bloomfield Hills, MI 48034
("Title Company"). The Title Commitment for an ALTA Owner's Policy of Title
Insurance and shall be issued by the Title Company, without standard exceptions,
and shall bear a date later than the Effective Date, wherein the Title Company is to
insure the title to the Premises in the condition required herein.
3.2. At the time of Closing, the County shall order and have the Title Insurance issued (in
the name of the County) pursuant to the Commitment.
3.3. Inzitari agrees to execute a standard form Owner's Affidavit at closing to assist in the
County's efforts to obtain coverage without standard exceptions. In addition to the
representations and warranties contained in said Owner's Affidavit, Inzitari agrees to
execute an affidavit indicating the following: (1) Inzitari is not on notice, whether
actual or anticipated notice, of any pending claims against Inzitari that would affect
the transfer of the Premises and (2) there are no court orders prohibiting the transfer
of the Premises.
4. DUE DILIGENCE INVESTIGATIONS.
4.1. Insnection and Due Diligence Investigation/Examination. The County shall have
thirty (30) days from the date this Agreement is executed to conduct the following, at
its expense: (1) an ALTA/AGSM boundary survey of the Premises and (2) a Phase I
Environmental Site Assessment ('Phase 1") performed consistent with applicable
ASTM standards. The Phase I found no Recognized Environmental Conditions on
the Premises. A copy of Phase I shall be held by the Oakland County Parks and
Recreation Commission and the Oakland County Department of Facilities
Management, Property Management Specialist. During this thirty (30) day period,
the County shall have the right to conduct other inspections/examinations of the
Premises that it deems needed, at its sole expense.
4.2. Delivery of Documents to County. The Parties acknowledge that Inzitari does not
have any documents in its possession to deliver to the County.
DRAFT (Inzitari) 04-08-20 2
4.3. The County may terminate this Agreement at any time prior to the expiration of the
thirty (30) day period set forth in 4.1, in its sole discretion, by giving written notice
to Inzitari that it is not satisfied with the condition of the Premises.
5. CLOSING, AND CLOSING DOCUMENTS.
5.1. Closing Date. If this offer is accepted by Inzitari and the Oakland County Board of
Commissioners pursuant to Section 1.2, then the County shall complete the
transaction on or before August 31, 2020.
5.2. Location of Closing. The closing shall be held at the offices of the Title Company.
The Title Company will prepare the necessary documents for signatures.
5.3. Closing Documents. At least two (2) business days prior to closing, the County shall
submit to Inzitari all closing documents required for this transaction. Inzitari and the
County will sign and/or prepare any other documents necessary to complete the sale
and transfer of the Premises.
5.4. Signing of Deed and Affidavit. Inzitari shall sign and deliver at closing, a statutory
form Quiet Claim deed conveying fee simple absolute title to the Premises inclusive
of all mineral rights or royalties, if any, (pursuant to Michigan law) in the condition
required by this Agreement and a Non -Foreign Persons Affidavit.
5.5. Discharge of Encumbrances. All financial encumbrances upon the Premises shall be
paid and discharged by Inzitari prior to closing.
5.6. Recording Fees and Closing Costs. The County shall pay for the following: the
recording of the deed, any notary fees, any Title Company fees/costs, and any other
closing costs. The transfer of the Premises is exempt from property transfer taxes
pursuant to MCL 207.505(a) and MCL 207.526(a).
5.7. Affidavit of No Liens. At the closing, Inzitari 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.
5.8. Certificate of Accuracv. At the closing, Inzitari will sign a Certificate of Accuracy,
regarding the representations made by Inzitari in Section 9.
5.9. Authorization to Sign Closing Documents. The County's Property Management
Specialist or its Director of Facilities Management shall have the authority to execute
all closing documents and other documents necessary to complete this transaction
and donation.
5.10. Prooertv Taxes. 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; Inzitari
being responsible for taxes up to and including the date of closing.
DRAFT (Inzitari) 04-08-20 3
6. POSSESSION. The County shall have possession of the Premises on the date closing is
complete.
RIGHT OF ENTRY AND ACCESS.
7.1. Right of Entrv. During this Agreement, the County and its employees and agents
shall have the right to enter and access the Premises at reasonable times for the
purpose of surveying, testing, performing environmental impact studies, site
planning, and other inspections or testing the County deems appropriate. All
inspections or testing shall be coordinated with Inzitari.
7.2. Restoration of Premises. In the event that this donation does not take place, the
County, at its own expense, shall restore the Premises to substantially the same
condition that existed on the date this Agreement was executed; to the extent such
restoration is necessary due to the County's actions.
8. RISK OF LOSS. No risk of loss shall pass to the County prior to closing. Except as
otherwise provided in this Agreement, the County acknowledges the following: Inzitari has
made no representations or warranties with respect to the Premises.
9. WARRANTIES BY INZITARI. Inzitari warrants to the County and certifies the following
by execution of this Agreement:
9.1. Authoritv to Perforin Agreement. Inzitari 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 Inzitari has to any third parties; Inzitari will
provide the County with any necessary waivers, consents, or other documents that
verify Inzitari has the requisite authority;
9.2. Fee Simple Owner. Inzitari is the fee simple owner of the Premises and will
discharge any liens or other encumbrances prior to closing;
9.3. Correct Legal Descriotion. To Inzitari's knowledge, the legal description set forth in
Exhibit A is an accurate description of the Premises and does not include any
adjacent or contiguous land owned by Inzitari or any third party;
9.4. No Other Interests. To Inzitari's 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 County's right to receive fee title absolute;
9.5. No Claims or Lawsuits. To Inzitari' knowledge, there are no lawsuits, actions, or
proceedings pending or threatened by any party, including governmental authorities
or agencies, against or involving the Premises which would affect Inzitari' ability to
convey the Premises;
9.6. Other Interests. Inzitari has no notice or knowledge of any of the following:
DRAFT (Inzitari) 04-08-20
9.6.1. any planned or commenced public improvements that might result in
special assessments or otherwise directly and materially affect the Premises;
9.6.2. any government agency or court order requiring corrections of any existing
conditions; and
9.6.3. any request by an insurer or a mortgagee of the Premises requiring
correction of any existing conditions; and
9.7. No Disposal of Hazardous Materials. Inzitari has not used the Premises for the
purpose of disposing, refining, generating, manufacturing, producing, storing,
handling, treating, transferring, processing or transporting Hazardous Materials. 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.
10. WARRANTIES BY THE COUNTY. The County warrants the following to Inzitari: (1) the
County is a Michigan Constitutional and Municipal Corporation and (2) the County has full
authority to enter into and perform this Agreement in accordance with its conditions.
11. SURVIVAL OF THE WARRANTIES. The warranties of the Parties contained in this
Agreement shall survive for two (2) years after closing.
12. LIABILITY. Inzitari 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 (including attorney fees) prior to closing, except those losses, claims, suits, causes
of action, litigation, or other demands for damages, arising solely out of the acts of the
County or the County's agent(s) while performing any surveys or due diligence inspections
of the Premises prior to the closing. Inzitari 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 Section.
13. 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:
Inzitari: Michael J. Inzitari, 303 Millington Ct Bloomfield Hills, MI 48304
The County: Property Management Specialist
County of Oakland Department of Facilities Management
One Public Works Dr.
DRAFT (Inzitari) 04-08-20 5
Waterford, Michigan 48328
248-858-5380
13.1. Any Party may change its address for notice by providing notice as required by this
Section. Any notice by either Party shall be sufficient if signed on behalf of said
Party by any elected or appointed official thereof.
14. TIME OF THE ESSENCE. Time is of the essence for this Agreement.
15. COMPLIANCE WITH LAWS. The Parties shall comply with all federal, state, and local
laws, statutes, ordinances, and regulations, applicable to their activities under this
Agreement.
16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure to act, or delay to act by a
Party to pursue or enforce any right or remedy under this Agreement shall constitute a
waiver of those rights regarding any existing or subsequent breach of this Agreement. No
waiver of any term, condition, or provision of this Agreement, whether by conduct or
otherwise, in one or more instances, shall be deemed or construed as a continuing waiver of
any term, condition, or provision of this Agreement. No waiver by either Party shall
subsequently affect its right to require strict performance of this Agreement.
17. SEVERARIJ.ITv. If a court of competent jurisdiction finds a term, condition, or provision
of this Agreement to be illegal or invalid, then the term, condition, or provision shall be
deemed severed from this Agreement. All other terms, conditions, and provisions of this
Agreement shall remain in full force and effect.
18. CAPTIONS. The section and subsection numbers, captions, and any index to such sections
and subsections contained in this Agreement are intended for the convenience of the reader
and are not intended to have any substantive meaning and shall not be interpreted to limit or
modify any substantive provisions of this Agreement. Any use of the singular or plural
number, any reference to the male, female, or neuter genders, and any possessive or
nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or
possession as the context requires.
19. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments,
rescissions, waivers, or releases to this Agreement must be in writing and signed by both
Parties.
20. GOVERNING LAWS/CONSENT TO JURISDICTION AND VENUE. This Agreement
shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as
otherwise required by law or court rule, any action brought to enforce, interpret, or decide
any claim arising under or related to this Agreement shall be brought in the Sixth Judicial
Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or
the United States District Court for the Eastern District of Michigan, Southern Division, as
dictated by the applicable jurisdiction of the court. Except as otherwise required by law or
court rule, venue is proper in the courts set forth above. The choice of forum set forth above
DRAFT (Inzitari) 04-08-20
shall not be deemed to preclude the enforcement of any judgment obtained in such forum or
taking action under this Agreement to enforce such judgment in any appropriate jurisdiction.
21. ENTIRE AGREEMENT. This document represents the entire agreement and understanding
between the Parties. This Agreement supersedes all other prior oral or written
understandings, communications, agreements or contracts between the Parties. The language
of this Agreement shall be construed as a whole according to its fair meaning and not
construed strictly for or against any Party.
DRAFT (Inzitari) 04-08-20
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates indicated
below.
WITNESSED BY:
County of Oakland a Michigan Municipal
and Constitutional Corporation
By: David T. Woodward, Chairperson
Oakland County Board of Commissioners
The Agreement was acknowledged before me in Oakland County, Michigan on this day of
, 20 by David T. Woodward.
WITNESSED BY:
, Notary Public
Oakland County, Michigan
Acting in Oakland County, Michigan.
My Commission expires:
Michael J. Inzitari
The Agreement was acknowledged before me in Oakland County, Michigan on this day of
, 20 by Michael J. Inzitari.
, Notary Public
Oakland County, Michigan
Acting in Oakland County, Michigan.
My Commission expires:
DRAFT (Inzitari) 04-08-20
EXHIBIT A
LEGAL DESCRIPTION OF PREMIES
T4N, R9E, SEC 3 SUPERVISOR'S PLAT NO 1 I PART OF LOT 30 BEG AT SW LOT COR,
TH N 00-17-20 W 362.03 FT, TH S 38-26-40 E 388.87 FT, TH S 47-56-20 W 57.35 FT, TH
ALG CURVE TO LEFT, RAD 695.07 FT, CHORD BEARS S 46-43-42 W 30.24 FT, DIST OF
30.25 FT, TH N 89-50-20 W 176.93 FT TO BEG, ALSO ALL OF LOT 31
DRAFT (Inzitari) 04-08-20
/Jl,I F -A C.. Sime ^L.ou°^.
EXHIBIT A
A
T4N, R9E, SEC 3 SUPERVISOR'S PLAT NO 11 PART OF LOT 30 BEG AT SW LOT COR,
TH N 00-17.20 W 362.03 FT, TH S 38-26-40 E1$88.87 FT, TH S 4756-20 W 57.35 FT, TH
`\ALG CURVE TO LEFT, RAD 695.07 FT, CHORDIEARS S 46-43.42 W 30.24 FT, DIST OF
3%25 FT, TH N 89-50-20 W 176.93 FT TO BEG, ALSO,ALL OF LOT 31 -
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Resolution #20180 June 4, 2020
Moved by Gershenson seconded by Luebs the resolutions on the amended Consent Agenda be adopted.
Discussion followed.
Vote on Consent Agenda, as amended:
AYES: Hoffman, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray,
Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack,
Gershenson. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were
adopted.
, aL
I H�FiW AppWWE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANTTO MCL 45.559A (T)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 June 4, 2020,
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 Circuit Court at Pontiac,
Michigan this 4tn day of June, 2020.
v>'�yQ� �21r2
Lisa Brown, Oakland County