HomeMy WebLinkAboutAgendas/Packets - 2009.04.15 - 40162Pecky D. Lewis, Jr.
Chairman
Richard Skarritt
Vice Chairman
J. David VanderVeen
Secretary
2800 Watkins Lake Road . Bldg 97W • Waterford, MI 48328-1917
248.858.0906 • 1.888.00PARKS • www.oal(gov.com/parl(srec
? M2
ICOUN PARK
April 10, 2009
Oakland County Parks
and Recreation Commission
Oakland County, Michigan
Commissioners:
A meeting has been called of the Oakland County Parks and Recreation Commission as
follows:
PLACE .............................Administration Office
2800 Watkins Lake Road
Waterford, MI 48328
TIME .............................. Wednesday, April 15, 2009
9:00 a.m.
PURPOSE .......................... Regular Meeting and Budget
Work Session
This meeting has been called in accordance with the authorization of Chairman Pecky D.
Lewis, Jr. of the Oakland County Parks and Recreation.
Sincerely,
Daniel J. Stencil
Executive Officer
Tim Burns
Gregory C. Jamian Next Meeting:
Robert Kostin
Christine Long
John P. McCulloch
Charles Palmer
Scott
-uniel J. Stencil
Executive Officer
Wednesday, May 6, 2009 at the Red Oaks
Soccer Complex
D:\$Data\My documents\COMMISSION\agendaltr.doc
0 ur- mission is to provide recreational, leisure and learning experiences that enhance quality of life.
Oakland County Park' d Recreation Commission
2800 Wati.,is Lake Road
Waterford, MI 48328
April 15, 2009
Regular Meeting and FY 2010 Budget Work Session
Agenda
Action Required Presenter/Phone #
1. Call Meeting to Order 9:00 a.m. P. Lewis / 248.646.5917
Pledge of Allegiance
2.
Roll Call
3.
Public Comments
4.
Residential Property Lease Policy
Approval
5.
Philabaum Residential Property Lease Agreement
Approval
6.
Eric & Diane Ernst Purchase Agreement
Approval
7.
Joseph Hodges Purchase Agreement
Approval
8.
Paul Hodges Purchase Agreement
Approval
9
Closed Session
Informational
10.
Old Business
11.
New Business
12.
Adjourn to Budget Work Session
1. FY 2010 Budget Work Session
A. "Strategic Master Plan: History and Process"
B. Sustainability Toolbox
C. Pricing Policy — Fees and Charges
D. Cost Recovery of Programs and Services
E. FY 2010 Proposed Operating Equipment Request
F. FY 2010 Proposed Major Maintenance Request — Buildings and Grounds
G. Break: 10:15-10:30 a.m.
H. FY 2010 Proposed Capital Improvement Projects
I. FY 2010 Proposed Operating Budget Request
J. FY 2010 Proposed Operations Highlights
K. Information Technology Quarterly Report and Proposed FY 2010 Budget
2. Questions/Answers — Session Adjourned
P. Castonia 248.858.0909/ J. Hall
P. Castonia/ J. Hall
D. Stencil 248.858.4944/ M. Hughson
CC ))
Bum
Next Meeting: Wednesday, May 6, 2009, 9 a.m. at the Red Oaks Soccer Complex
ITEM #4
As part of the Oakland County Parks and Recreation Commission's efforts
to streamline operations and standardize processes through the strategic master
plan, we are proposing the enclosed policy on residential property leases.
We currently have 12 residential properties, and with pending purchase
agreements, that number could approach 20. This is an earned income
opportunity for the Parks Commission to generate revenue through the rental of
these houses.
Staff is requesting Commission approval of the proposed policy.
Staff will be presenting in the next three months a proposed policy for the
Oakland County Board of Commissioners' approval to grant the Oakland County
Parks and Recreation Commission authority to administer all residential property
lease agreements.
Date Adopted: Dated Revised: C: 09-003
04/15/09 1 04/15/09 Page 1 of 4
Residential Property Lease Policy
I. PURPOSE: The purpose of this policy is to set forth procedures and guidelines to
manage residential properties located on Oakland County park property. The Oakland
County Park and Recreation Executive Officer shall oversee the implementation and
interpretation of this policy. The procedures and guidelines contained in this policy are
divided into the following sections:
A. Procedure for Designating Residential Property;
B. Procedure for Selecting Tenants; and
C. General Guidelines.
II. PROCEDURES AND GUIDELINES:
A. Procedure for Designating Residential Property
1. Residential properties currently exist on certain park property. These
properties shall be designated by the Executive Officer for use as
residential properties. Once designated, the residential properties shall be
listed as residential properties on the property maps and facility inventory
descriptions kept by the Oakland County Parks and Recreation Planning
Section and given an asset number.
2. Planning Section staff, a District Chief, or comparable staff elsewhere in
Oakland County Parks and Recreation, may propose a new residential
property to the Executive Officer. The proposal must describe the property
(i.e. year built, square footage, number of bedrooms, number of
bathrooms, basement, and garage).
3. The Executive Officer shall review all proposals for a new residential
property and a new residential property may only be established with the
Executive Officer's approval.
4. If approved by the Executive Officer, the residential property shall be
listed as a residential property on the property maps and facility inventory
descriptions kept by Planning Section and given an asset number.
5. The Executive Officer has the authority to withdraw the designation of a
residential property at any time.
B. Procedure for Selecting Tenants
Preference for tenants for the residential properties shall be made in the
following order:
a. Full-time Oakland County Parks and Recreation Commission
employees at the Park where the residential property is located;
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Date Adopted: Dated Revised: C: 09-003
04/15/09 04/15/09 Page 2 of 4
awAKLAND of
COUNTYPARKS
Residential Property Lease Policy
b. Full-time Oakland County Parks and Recreation Commission
employees from the rest of the Park system;
c. Part-time Oakland County Parks and Recreation Commission
employees at the Park where the residential property is located;
d. Part-time Oakland County Parks and Recreation Commission
employees from the rest of the Park system;
e. Full-time employees of other County of Oakland Departments;
f. Part-time employees of other County of Oakland Departments;
g. Full-time employees of other government agencies; and
h. The general public.
2. Requests to be a tenant shall be made by completing the "Residential
Request Form," attached as Appendix A, and submitting the Form to the
Organizational and Business Development Section.
3. An individual completing a Residential Request Form shall also include a
description of the nature and value of the residential duties to be
performed by the individual, the individual's qualifications to perform
such duties, and the individual's ability to perform such duties.
4. The Organizational and Business Development Section shall review the
request and forward it to the Executive Officer for review.
5. The Executive Officer, in his or her discretion, shall approve or
disapprove the request to become a tenant.
6. If the Executive Officer approves the request, the Organizational and
Business Development Section shall work with Corporation Counsel to
develop a Lease Agreement.
7. The Lease Agreement will be provided to the Oakland County Parks and
Recreation Commission and the Oakland County Board of Commissioners
for approval.
C. General Guidelines
1. Monthly Lease Fee
a. The monthly lease fee for the residential property shall be
calculated as follows: "Value of the residential property" minus
the "Percentage Discount." The value of the residential property
shall be established by the Organizational and Business
Development Section on a case -by -case basis using comparable
rental properties in the same area as the residential property, taking
year built, square footage, number of bedrooms and bathrooms into
consideration.
b. The percentage discount shall be calculated according to the
following requirements:
4 - 3
Date Adopted: Dated Revised: C: 09-003
04/15/09 1 04/15/09 Page 3 of 4
Residential Property Lease Policy
i. County of Oakland full-time employees may receive a 10%
reduction in monthly lease fees;
ii. Oakland County Parks and Recreation Commission part-
time employees may receive a 15% reduction in monthly
lease fees;
iii. Oakland County Sheriff's Office full and part-time
employees may receive a 20% reduction in monthly lease
fees;
iv. Oakland County Parks and Recreation Commission full-
time employees who do not work at the Park where they
will be residing in may receive a 25% reduction in monthly
lease fees;
v. Oakland County Parks and Recreation Commission full-
time employees who work at the Park where they will be
residing in may receive a 30% reduction in monthly lease
fees.
2. Residential Property Inspections
a. Each residential property shall be inspected and audited annually
by the Facilities Maintenance Section, including the Facilities
Maintenance Supervisor, Park Supervisor, and District Chief. The
date and time should be scheduled and coordinated with Facilities
Maintenance staff, the District Chief, and the tenant.
b. The inspection should document the condition of the residential
property and record any structural maintenance necessary to
conform to applicable laws, rules, regulations, ordinances, or
building codes. It is recommended that photographs be taken and
become a part of the record.
c. The Organizational and Business Development Section shall
maintain a file for all residential properties including the lease
agreement and all documents required by the lease agreement. The
Organizational and Business Development Section shall also
advise the District Chief and the Executive Officer of any
problems associated with the residential properties and
implementation of this policy.
4 - 4
Date Adopted: Dated Revised: C: 09-003
04/15/09 04/15/09 Page 4 of 4
OAKLAND of
COUNTY PARKS
Residential Property Lease Policy
APPENDIX A - RESIDENTIAL REQUEST FORM
1. Location of Property:
2. Asset/Property #/Address:
3. Description of Residence
4. Name of Interested Person:
5. Employee Classification:
6. Employment Location:
7. Annual Salary:
8. Residential Duties:
Information below to be completed by Organizational and Business Development Section
9. Comparable Lease Charge:
10. Employee % Discount:
11. Net Monthly Rental Fee:
12. County Utility Estimates
A: Electric:
B: Water/Sewer:
C: Fuel/Gas:
D: Telephone (Basic):
E: Waste Disposal:
13. Lease Period Dates:
Executive Officer's Approval
Date:
Executive Officer's Signature:
Date:
Resident's Signature:
4 - 5
ITEM #5
PHILABAUM RESIDENTIAL PROPERTY LEASE AGREEMENT
ADDISON OAKS
Staff is requesting Commission consideration of the attached lease with
Ken Philabaum for the caretaker's residence of the former Buhl Estate at 1480
West Romeo Road in Addison Township. The lease with Mr. Philabaum is for a
term of up to three years.
The lease is an earned income opportunity for the Parks Commission.
Oakland County Corporation Counsel has reviewed and approved this
proposed lease agreement.
Staff is requesting Commission adoption of the enclosed resolution to be
forward to the Planning and Building Committee for final approval by the Oakland
County Board of Commissioners.
5-1
PHILABAUM RESIDENTIAL PROPERTY LEASE AGREEMENT
RESOLUTION
WHET :AS, the County of Oakland, through its Oakland County Parks and Recreation
Commission, c, ms the caretaker's residence of the former Buhl Estate at 1480 West Romeo Road in
Addison Towns 'tip, which is now part of the Addison Oaks County Park; and
WHER` ;AS, the leasing of this property meets the vision of the strategic master plan to
"maximize the efficiency and revenue capability of each park, recreation facility, program and service that
will create a sw-Jainable park system for all residents in the county to enjoy;" and
WHEREAS, said lease has been developed by Oakland County Parks staff and Corporation
Counsel; and
WHEREAS, said lease will be between the County of Oakland and Kenneth Philabaum for a
term of up to three years.
NOW THEREFORE BE IT RESOLVED that the Oakland County Parks and Recreation
Commission hereby requests the Oakland County Board of Commissioners authorize and approve the
lease agreement between the County of Oakland and Kenneth Philabaum for the caretaker's residence
located at 1480 West Romeo Road in Addison Township.
BE IT FURTHER RESOLVED that the Oakland County Parks and Recreation Commission
hereby requests the Oakland County Board of Commissioners direct its Chairperson or designee to
execute said lease on behalf of the County of Oakland.
Moved by
Supported by
Date
5-2
RESIDENTIAL LEASE AGREEMENT
NOTICE: MICHIGAN LAW ESTABLISHES RIGHTS AND OBLIGATIONS FOR PARTIES
TO RENTAL AGREEMENTS. THIS AGREEMENT IS REQUIRED TO COMPLY WITH
THE TRUTH IN RENTING ACT. IF YOU HAVE A QUESTION ABOUT THE
INTERPRETATION OR LEGALITY OF A PROVISION OF THIS AGREEMENT, YOU
MAY WANT TO SEEK ASSISTANCE FROM A LAWYER OR OTHER QUALIFIED
PERSON.
This Lease Agreement ("Lease") is entered into on May 1, 2009, between the County of
Oakland, 1200 North Telegraph, Pontiac, MI 48341 ("Landlord") and Ken Philabaum, 1320
Athlone, Oxford, MI 48371 ("Tenant") according to the terms and conditions set forth below.
1. Premises. The Tenant leases from landlord the real property located at 1480 W. Romeo
Road, Leonard, MI 48367 ("Premises"), together with any furnishings, fixtures, personal
property, and appurtenances furnished by Landlord for Tenant's use.
2. Term. The term of this Lease shall be for three (3) years, beginning on May 1, 2009 and
ending on April 30, 2012. References in this Lease to the term of the Lease shall include
any renewal term(s). Tenant shall receive possession of the Premises upon execution of
the Lease.
3. Tenant Monetary Obligations. The Tenant shall pay Landlord Six Hundred and Thirty -
Seven Dollars and Fifty Cents ($637.50) per month, as rent, on or before the first day of
each month during the term of this Lease. The rent shall be paid by check or money
order made payable to the Landlord and sent to the following address: Attention: Parks
Supervisor, Addison Oaks, 1480 W. Romeo Road, Leonard, MI 48367 or another address
designated by Landlord in writing. Tenant shall pay the first monthly installment when
Tenant executes this Lease. The first monthly installment shall be pro -rated for such
month, if the Lease is executed on another day than the first day of the month. Tenant
shall pay Landlord a late fee of Twenty -Five Dollars ($25.00) for each monthly
installment not received by Landlord within five days of its due date. This increase shall
be considered additional rent and shall compensate Landlord for costs incurred because
of late payments. Landlord's right to collect this additional rent shall be in addition to
Landlord's right to take action under other provisions of this Lease for Tenant's default in
paying rent. The Tenant shall pay all additional rent to Landlord promptly after the due
date of the delinquent installment. All rent paid after the due date and payments to cover
checks that have been returned for insufficient funds must be paid at the place designated
for payment, by cashier's check, certified check, or money order. During the term of this
Lease, the Tenant shall procure and maintain comprehensive personal liability or tenant's
form insurance coverage in the minimum amount of One Hundred Thousand Dollars
($100,000.00). The Tenant shall also provide the Landlord with a certificate of insurance
listing the County of Oakland and its employees, officers, and elected and appointed
officials as additional insureds.
Philabaum Lease
5 - 3
Tenant's guests. Tenant shall pay, on Landlord's demand, to replace any broken window glass
on the Premises or any lost or broken keys.
Landlord shall be responsible for snow removal and garden and lawn services for the
Premises.
Landlord shall provide repair and maintenance for the Premises. Tenant shall notify
Landlord when there is a need for repairs to the Premises.
Landlord shall install smoke -detection devices for the Premises along with batteries to
operate the devices. Tenant must regularly test the devices to ensure that they are operational
and if not notify Landlord immediately. Tenant must never remove batteries from smoke -
detection device, except when necessary to replace the batteries.
8. Decorations and Alterations to Premises. Other than hanging decorations on the walls
with nails or other materials approved by landlord, Tenant shall not alter or decorate the
Premises without prior written consent from Landlord. Landlord's consent to a particular
decoration or alteration shall not be deemed consent to future decorations or alterations.
Tenant shall not remove any furnishings Landlord furnishes to Tenant, drive nails into the
woodwork, or use any adhesive material on the walls without prior written consent from
Landlord.
9. Assignment and Sublease of Premises. Tenant shall not assign or sublease the Premises
or any portion thereof.
10. Access to the Premises. Tenant shall allow Landlord and Landlord's agents reasonable
access to the Premises to inspect, repair, alter, or improve the Premises. Tenant shall also
allow insurance carriers and representatives, fire department inspectors, police, or local
health authorities to inspect the Premises to the extent permitted by law. Tenant shall
allow Landlord or Landlord's agents to show the Premises to prospective Tenants at
reasonable times during the sixty (60) days before the term of the Lease expires and to
prospective purchasers on reasonable notice to Tenant.
11. Vacation or Abandonment of the Premises. If Tenant removes substantially all Tenant's
property from the Premises, Landlord may immediately enter and redecorate the Premises
without abatement of rent; and these acts shall not affect Tenant's obligations under this
Lease. If Tenant abandons the Premises before the Lease expires, all rent for the
remainder of the term of the Lease shall immediately become due.
12. Property Loss or Damage. To the extent permitted by law, Landlord and Landlord's
agents shall not be liable for any damage to property or loss of property that is caused by
theft or casualty on the Premises. Landlord recommends that Tenant obtain insurance to
protect Tenant's personal property against such loss or damage.
13. Damage or Destruction of the Premises. If a casualty partially destroys the Premises but
they can be restored to a tenantable condition within thirty (30) days, Landlord shall
repair the Premises with reasonable dispatch; however, Landlord's obligation to repair
the Premises shall be limited to the amount of insurance proceeds actually received by
Landlord. Tenant's obligation to pay rent shall be suspended while the Premises are
3
Philabaum Lease
5 - 51
by statute; and rent for the rest of the term of the Lease shall immediately become
due. Tenant may not be liable for the total accelerated amount because of
Landlord's obligation to minimize damages, and either party may ask a court to
determine the actual amount owed, if any. If Tenant fails to pay rent or any other
sums when due to Landlord, Landlord serves a notice of default on Tenant as
required by law, and Tenant fails to remit the amounts due before the notice
period expires, the amount of court costs and attorney fees incurred by Landlord
in enforcing Landlord's remedies and allowed by statute shall be added to the
amount of the arrearage.
16.2 It is a violation of this Lease if Tenant, a member of Tenant's household, or any
other person under Tenant's control unlawfully manufactures, delivers, possesses
with intent to deliver, or possesses a controlled substance as defined by Michigan
law anywhere on the Premises or surrounding the Premises. Pursuant to
Michigan law, if Tenant violates this provision Landlord may serve a written
demand for possession for termination of this Lease giving Tenant 24 hours'
notice of the Lease termination and demand for possession. Tenant acknowledges
that an order of eviction/writ of restitution may be issued by the court
immediately after the entry of a judgment for possession. Tenant's
initials:
18. Hold Over. Tenant may, with Landlord's permission, continue to occupy the Premises
after the term of this Lease expires without renewing this Lease or signing another Lease
for the Premises. Such tenancy shall be on a month -to -month basis and subject to the
provisions of this Lease except that the monthly rent shall increase by ten (10) percent
from the rent for the last month of the term of the Lease, and Landlord may increase rent
on thirty (30) days' notice to Tenant.
19. Notices. Any notices under this Lease shall be in writing and delivered to the recipient
personally or by first class mail fully prepaid at the following locations:
Tenant: Ken Philabaum
1480 W Romeo Road
Leonard, MI 48367
Landlord: Oakland County Department of
Facilities Management Property Management
One Public Works Drive, Bldg. 95W
Waterford, MI 48328
and
Oakland County Parks and Recreation
Executive Officer
2800 Watkins Lake Road, Bldg. 97W
Waterford, MI 48328
5
Philabaum Lease
5 - 7
Lead Disclosure Form
DISCLOSURE OF INFORMATION ON LEAD -BASED PAINT
AND/OR LEAD -BASED PAINT HAZARDS
Lead Warning Statement
Housing built before 1978 may contain lead -based paint. Lead from paint, paint chips, and
dust can pose health hazards if not managed properly. Lead exposure is especially harmful to
young children and pregnant women. Before renting pre 1978 housing, landlords must disclose the
presence of lead based paint and/or lead -based paint hazards in the dwelling. Tenants must also
receive a federally approved pamphlet on lead poisoning prevention.
Landlord's Disclosure
(a) Presence of lead -based paint hazards and/or lead -based paint (check (i) or (ii) below):
(i) _ Known lead -based paint and/or lead -based paint hazards are present in the
premises (explain).
(ii) _ Landlord has no knowledge of lead -based paint and/or lead -based paint
hazards in the premises.
(b) Records and reports available: (check (i) or (ii) below):
(i) _ Landlord has provided the Tenant with all available records and reports
pertaining to lead -based paint and/or lead -based paint hazards in the
premises (list documents below)
(ii) _ Landlord has no reports or records pertaining to lead -based paint and/or
lead -based paint hazards in the premises.
Tenant's Acknowledgment (initial)
(c) _ Tenant has received copies of all information listed above, if it is available.
(d) _ Tenant has received the pamphlet Protect Your Family from Lead in Your Home.
(e) _ Tenant has (check (i) or (ii) below):
(i) _ received a 10-day opportunity (or mutually agreed upon period) to conduct a
risk assessment or inspection for the presence of lead -based paint
and/or lead -based paint hazards; or
(ii) _ waived the opportunity to conduct a risk assessment or inspection for the
presence of lead -based paint and/or lead -based paint hazards.
Page 1 of 2
5 ® 9
Certification of Accuracy
The Parties have reviewed the information above and certify, to the best of their knowledge, that the
information they have provided is true and accurate.
Landlord
Date
Tenant Date
Page 2 of 2
5 - 10
ITEM # 6
ERNST PROPERTY PURCHASE AGREEMENT RESOLUTION
WATERFORD OAKS
Parks and Facilities Management staff met with the owners of the Ernst
property on Scott Lake Road in Waterford Township and negotiated an agreed -
upon purchase price. A copy of the Purchase Agreement is attached for your
information.
This purchase is in keeping with the Oakland County Parks and
Recreation Commission's high priority for the acquisition of properties adjacent to
existing park sites, fulfilling the direction provided from the residents of the county
through the county -wide survey and our strategic master plan.
Funds for this acquisition are available in the Commission's FY 2009
Capital Improvement Projects budget.
Staff recommends adopting the enclosed resolution for support and
acceptance of the terms and conditions of the Purchase Agreement by the
Oakland County Board of Commissioners.
RESOLUTION
SUPPORT FOR THE APPROVAL AND ACCEPTANCE OF THE PURCHASE AGREEMENT FOR
1580 SCOTT LAKE ROAD, WATERFORD TOWNSHIP, FOR EXPANSION OF
WATERFORD OAKS COUNTY PARK
WHEREAS, pursuant to the authorization of the Oakland County Planning and Building
Committee and the Oakland County Parks and Recreation Commission, 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 Eric M. and Diane Ernst for the purchase of
1580 Scott Lake Road, Waterford Township; and
WHEREAS, pursuant to the terms and conditions of said Purchase Agreement the County of
Oakland shall pay Eric and Diane Ernst the sum of $1,000,000 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, sufficient funding for said purchase is available in the Oakland County Parks
and Recreation Land Acquisition Fund; and
WHEREAS, acquiring this property meets Oakland County Parks and Recreation
Commission's strategic master plan strategy 1.1 to, "Implement a land acquisition and management
transfer strategy that recognizes the value of parkland in urban areas, including the southeast
quadrant of Oakland County, while also acquiring park lands in other areas of the county..."; 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 Parks and Recreation
Commission supports the approval and acceptance of the terms and conditions of the attached
Purchase Agreement between the County of Oakland as purchaser and Eric and Diane Ernst,
sellers, via a cash sale purchase.
BE IT FURTHER RESOLVED that the Oakland County Parks and Recreation Commission
has included the EXPENSES for the said project in the budget for FISCAL YEAR 2009; thereby
eliminating the need for a BUDGET AMENDMENT.
Moved by: _
Supported by:
Date:
6-2
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter "Agreement") made and entered into this
day of , 2009, by and between Eric M. Ernst and Diane Ernst,
husband and wife, 1580 Scott Lake Road, Waterford, MI 48328 (hereinafter "Seller") and the
COUNTY OF OAKLAND, a Michigan 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 in Exhibit A,
located in the Township of Waterford, County of Oakland, State of Michigan, commonly known as
1580 Scott Lake Road, including all buildings, structures, and greenhouse equipment located on the
real estate (hereinafter "Premises"). The only personal property that is part of this sale is the
personal property relating to the greenhouses. All other personal property located inside and outside
the various buildings will remain the personal property of the Seller's. The Purchaser intends only to
utilize the Premise for parks and recreation purposes or other governmental purposes.
1. PURCHASE PRICE/CONSIDERATION.
1.1 Subject to the adjustments and prorations provided for in this Agreement, the
purchase price of the Premises shall be One Million Dollars and no/cents
($1,000,000.00) payable as follows:
1.2 Earnest Money Deposit. Upon execution of this Agreement by both Parties, the
Purchaser will tender to the Seller a draft in the amount of One Hundred Thousand
Dollars $100,000.00) which the Seller acknowledges as an earnest money deposit
("deposit") and as good and sufficient consideration for accepting this Agreement.
Said deposit shall be held by a Title Insurance Company selected by the Purchaser
(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.
1.3 Payment of Balance of Purchase Price. This is a cash sale. At the time of closing,
after applying the 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 the
Seller by the Purchaser or wired by the Purchaser to the Seller's bank (or to title
company), at the Seller's option.
1.4 The Seller, under a separate agreement shall be responsible for and pay any broker or
finder fee in connection with this transaction.
1.5 The Oakland County Board of Commissioners shall have sixty (60) days from the
date of Seller's acceptance of this Agreement, to accept this Agreement on behalf of
the Purchaser. If the Oakland County Board of Commissioners does not accept this
Final Execution Copy
6-3
Agreement, then it shall be null and void and the deposit and interest shall be
returned to the Purchaser. The Purchaser shall notify the Seller, within seven (7)
days, of the approval or disapproval of this Agreement by the Board of
Commissioners.
2. TITLE CONVEYED.
2.1 Form of Conveyance. At closing, the Seller shall grant and convey legal title to the
Premises to the Purchaser pursuant to a warranty deed, subject only to: (1) the lien of
taxes on the Premises not yet due and payable; and (2) the easements and covenants,
conditions and restrictions of record as shown on the title commitment accepted by
the Purchaser.
2.2 Upon execution of this Agreement, the Seller shall not to lease, assign, or grant a
security interest or other lien that would encumber the Premises after closing. The
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.
3.1 The Purchaser will procure a commitment for an ALTA owner's form of title
insurance policy, a copy of which will be delivered to the Seller.
3.2 The title insurance 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.
3.3 The Seller agrees to execute a standard form Owner's Affidavit at closing to assist in
the Purchaser's efforts to obtain coverage without standard exceptions. In addition to
the representations and warranties contained in said Owner's Affidavit, the Seller
agrees to execute an affidavit indicating the following: (1) the Seller is not on notice,
whether actual or anticipated notice, of any pending claims against the Seller that
would affect the sale of the Premises. (2) there are no court orders prohibiting the
sale of the Premises.
4. TITLE OBJECTIONS.
4.1. The Purchaser shall have twenty (20) days after receipt of the title insurance 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 to the Seller that, in the
opinion of the Purchaser's attorney, the title is defective, the Seller shall have thirty
Final Execution Copy 2
6-4
(30) days from the date the Seller is notified of the particular defect(s) claimed, to do
either of the following: (1) remedy the defects or (2) obtain at the Seller's cost and
expense a substitute commitment for title insurance, insuring in a manner satisfactory
to the Purchaser, the Purchaser's title against the claimed defects. If the Seller fails to
remedy the defects or obtain a substitute commitment for title insurance within said
period, the Purchaser may do any of the following at its sole option: (1) waive the
claimed title defects and close subject to same, (2) defer the closing until such time as
the claimed defect(s) can be remedied, if such defects can be remedied in a
reasonable time, or (3) terminate this Agreement.
5. DUE DILIGENCE INVESTIGATIONS.
5.1 The Purchaser will have ninety (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 as set forth in this Section, unless this
section specifically provides otherwise. ("Inspection Period").
5.2 Sur�vey. The Purchaser shall, at its expense, obtain an ALTA/ACSM boundary
survey of the Premises. The Purchaser shall have until the expiration of the
Inspection Period to determine if the survey matches the Premises as described in
Exhibit A. If in the written opinion of the Purchaser's attorney prior to the expiration
of the Inspection Period, the survey does not match the Premises as described in
Exhibit A, then upon written notice received by Seller prior to the expiration of the
Inspection Period, the Seller shall have thirty (30) days from the date the Seller is
notified of the particular defect(s), to remedy the defects. If the Seller fails to or
cannot remedy the defects, the Purchaser may do any of the following, at its sole
option: (1) waive the defects and close subject to same, (2) defer the closing until
such time as the defect(s) can be remedied, or (3) terminate this Agreement.
5.3 Phase I Environmental Assessment.
5.3.1 The Purchaser shall at its expense obtain a Phase I Environmental
Assessment ("Phase I") performed consistent with applicable ASTM
standards. If the Phase 1 discloses no environmental concerns, then the
Parties will proceed to closing pursuant to Section 6.
5.3.2 If, prior to the expiration of the Inspection Period, the Phase 1 reveals any
contamination that would cause the Premises to be a Facility under Part 201
of the Michigan Natural Resources Environmental Protection Act (MCL
324.20101et. seq.) (hereinafter Part 201), then the Purchaser may do any of
the following, provided it provides such notice prior to the expiration of the
Inspection Period, at its sole option: (1) terminate this Agreement and receive
back its deposit and any accrued interest or (2) commission a Phase II
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Environmental Assessment ("Phase II"). The Purchaser shall notify the Seller
prior to the expiration of the Inspection Period if it elects to terminate this
Agreement for enviromnental reasons or perform a Phase II.
5.3.3 If the Phase II discloses that the Premises is a Facility the Purchaser, at its
option, may elect to perform a Baseline Environmental Assessment (BEA).
The Purchaser shall have an additional one hundred and eighty (180) days
from the expiration of the Inspection Period (`Extended Inspection Period")
to submit the BEA together with a Due Care Plan to the Michigan
Department of Envirommental Quality (hereinafter MDEQ) for a liability
determination pursuant to Sections 20126 and 20129a of the Natural
Resources and Environmental Protection Act.
5.3.4 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 Section 6.
5.3.5 If, prior to the expiration of the Extended Inspection Period, the Purchaser
notifies Seller that it did not receive an exemption of liability from the
MDEQ, or if MDEQ requires response activities to be performed, then the
Purchaser may do any of the following, at its sole option: (1) terminate this
Agreement and receive back its deposit and any accrued interest or (2)
proceed to closing pursuant to Section 6.
5.4 The Purchaser may perform any other investigations during the inspection period that
it, in its sole discretion, shall deem appropriate.
5.5 Nothing in this Agreement will prohibit the Parties from modifying or extending the
date for closing if such changes are necessary based upon the due diligence property
investigations. Such modification or extension must be agreed to in a written
addendum to this Agreement signed by both Parties.
5.6 If, prior to the expiration of the Inspection Period (or the Extended Inspection Period,
as the case may be), the Purchaser, in its sole discretion, gives written notice to the
Seller that it is not satisfied with the condition of the Premises, as evidenced by the
due diligence investigations, then the Purchaser shall be entitled to the return of its
deposit and any accrued interest thereon and may terminate this Agreement.
5.7 This Agreement is contingent upon the due diligence requirements set forth in this
Section.
5.8 The Purchaser shall promptly notify the Seller of the results of any and all testing or
surveys performed upon the Premises.
Final Execution Copy 4
6. CLOSING, AND CLOSING DOCUMENTS.
6.1 If this offer is accepted by the Seller and the Oakland County Board of
Commissioners pursuant to Section 1.5 and if the Seller can convey title and comply
with all of contingencies set forth in this Agreement, then the Purchaser agrees to
complete the sale on or before August 28, 2009.
6.2 The closing shall be held at the offices of a Title Company of the Purchaser's
choosing or any other mutually convenient location agreed upon by the Parties. The
Purchaser or the Title Company, will prepare the necessary documents for signatures,
if the Purchaser so elects.
6.3 The Purchaser, at least five (5) days prior to closing, shall submit to the Seller all
closing documents required by the Purchaser.
6.4 The Seller will sign and deliver at closing, a statutory form 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. The Seller at least five (5) days prior to closing shall
submit these documents to the Purchaser for review and approval.
6.5 The Seller will pay any costs or fees required to remove or satisfy outstanding
mortgages or other liens on the Premises.
6.6 The Purchaser will pay for the recording of the Warranty Deed and any notary fees.
The Seller will pay for the property transfer tax (revenue stamps).
6.7 At the 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.
6.8 At the closing, the Seller will sign a Certificate of Accuracy, regarding the
Representations made by the Seller in Section 12.
6.9 The Seller and the Purchaser will sign and/or prepare any other documents necessary
to complete the sale and transfer of the Premises.
6.10 The Seller will provide to the Purchaser an accounting of all rents and fees, if any,
that pertain to the Premises and were paid to the 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 the closing and the Seller shall tender to
the Purchaser a cashiers check in the amount of those prorated rents, as well as for
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any other adjustments or charges as reflected by the closing statement.
6.11 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; the Seller being responsible
for taxes up to and including the date of closing.
7. POSSESSION.
7.1 The Seller may operate its greenhouse business (retail sale and growing of flowers
and plants) for the 2009 season.
7.2 Notwithstanding any other provision, the Seller shall vacate the Premises by August
30, 2009. The Purchaser shall have possession of the Premises on September 1,
2009.
7.3 Except for the greenhouse equipment, he Seller shall remove all personal property
from the Premises including appliances and shall leave the Premises in good and
clean condition.
7.4 At the closing, the Purchaser shall enter into a separate document leasing the barn on
the Premises and a 10 feet by 50 feet portion of the Premises, directly north of the
barn, to Steven Ernst for a period of five (5) years. The barn and the portion of the
Premises shall be used for personal gardening purpose.
RIGHT OF ENTRY AND ACCESS.
8.1 While this Agreement is in effect, the Purchaser and its employees and agents shall
have the right to enter and access the Premises at reasonable times, with reasonable
notice to the Seller, for the purpose of surveying, testing, environmental impact
studies, site planning, and other such work as the Purchaser deems necessary or
desirable to determine the Premises' suitability for the conduct of the Purchaser's
business.
8.2 The Purchaser shall promptly notify the Seller prior to the time its agents intend to be
upon the Premises to perform any surveying or testing as set forth in this Agreement.
8.3 In the event that this sale does not take place, then the Purchaser, at its 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
Purchaser's actions.
9. DEFAULT OF SELLER. In the event the 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
Final Execution Copy 6
ACK
9.1 The Purchaser may specifically enforce this Agreement and require specific
performance of this Agreement by judicial decree; or
9.2 The Purchaser may demand a refund of the entire deposit plus accrued interest and
terminate this Agreement.
10. DEFAULT OF PURCHASER. In the event the Purchaser shall materially default in the
performance of its obligations herein, the Seller may, in its sole discretion, elect to proceed
under either 10.1 or 10.2, but not both
10.1 The Seller specifically enforce this Agreement and require specific performance of
this Agreement by judicial decree; or
10.2 The Seller may declare that the Purchaser has forfeited all rights hereunder and retain
the deposit and interest as liquidated damages. The retention of the deposit and
interest by the Seller shall cancel this Agreement and be in full and final satisfaction
of any and all claims that the Seller may bring against the Purchaser.
11. RISK OF LOSS.
No risk of loss shall pass to the Purchaser prior to closing. Except as otherwise provided in
this Agreement, the Purchaser acknowledges the following: (1) the Seller has made no
representations or warranties with respect to the Premises; (2) the inspection rights set forth in
this Agreement are sufficient to enable the Purchaser to inspect the Premises to determine if
they are satisfactory to the Purchaser.
12. WARRANTIES BY THE SELLER. The Seller warrants to the Purchaser and shall certify to
the Purchaser upon the execution of this Agreement the following:
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 the Purchaser with any
necessary resolutions, waivers and consents or other documents that verify the Seller
has the requisite authority, which documents can be attached hereto as Exhibit B.
12.2 The Seller is the fee simple owner of the Premises and will discharge any liens prior
to closing.
12.3 To the Seller'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 the Seller or any third party.
Final Execution Copy 7
. •
12.4 To the Seller'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
Purchaser's right to receive fee title absolute.
12.5 To the Seller's 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 the Seller's ability to convey the Premises.
12.6 The Seller has no notice or knowledge of any of the following:
12.6.1 any planned or commenced public improvements that might result in special
assessments or otherwise directly and materially affect the Premises;
12.6.2 any government agency or court order requiring corrections of any existing
conditions;
12.6.3 any request by an insurer or a mortgagee of the Premises requiring correction
of any existing conditions.
12.7 The Seller has not used the Premises for the purpose of disposing, 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 the following to the Seller:
13.1 The Purchaser is a Michigan Constitutional Corporation.
13.2 The Purchaser has full authority and funding to enter into and perform this
Agreement in accordance with its conditions and will provide the Seller with
the pertinent resolution which will be attached as Exhibit C.
14. SURVIVAL OF THE WARRANTIES. The warranties of the Parties contained in this
Agreement shall survive for two (2) years after closing.
Final Execution Copy 8
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15. LIABILITY. The 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 the Purchaser or the Purchaser's
agent(s) while performing any surveys or due diligence inspections of the Premises prior to
the closing. The 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 Section.
16. DOWER INTEREST. The Seller, Diane Ernst, agrees to bar her dower right, pursuant to
MCL 558.1, et al, at the time of conveyance.
17. CONDEMNATION/EMINENT DOMAIN. In the event that all or any portion of the
Premises shall be taken by the exercise of eminent domain or condemnation proceedings
prior to closing, the Purchaser may, at its option, terminate this Agreement by giving written
notice to the Seller. If the Purchaser elects to terminate this Agreement as a result of a
condemnation proceeding or exercise of eminent domain, then the deposit paid by the
Purchaser and any accrued interest shall be returned to the Purchaser. In the event of such a
termination, this Agreement shall be null and void and the parties shall have no further rights
or obligations under this Agreement. If the Purchaser does not elect to terminate this
Agreement in the event of the exercise of eminent domain or condemnation, the Purchaser
shall accept title to the Premises without any reduction of the purchase price and the Seller
shall assign to the Purchaser at closing all of Seller's right, title, and interest in and to any
resulting condemnation award.
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: Eric and Diane Ernst
1580 Scott Lake Road
Waterford, MI 48328
Purchaser: Michael Hughson
County of Oakland Department of Facilities Management
1 Public Works Dr.
Waterford, Michigan 48328
248-858-5380
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
Final Execution Copy 9
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or appointed official thereof.
19. TIME OF THE ESSENCE. Time is of the essence for this Agreement.
20. COMPLIANCE WITH LAWS. The Parties shall comply with all federal, state, and local
laws, statutes, ordinances, any regulations, applicable to their activities under this
Agreement.
21. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any right or remedy under this Agreement shall constitute a waiver of those
rights with regard to 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.
22. SEVERABILITY. 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.
23. 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.
24. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments,
rescissions, waivers, or releases to this Agreement must be in writing and agreed to by both
Parties.
25. 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
shall not be deemed to preclude the enforcement of any judgment obtained in such for or
Final Execution Copy 10
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taking action under this Agreement to enforce such judgment in any appropriate jurisdiction.
26. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below.
WITNESSED BY:
Michael D. Hughson
Date: . 2009.
PURCHASER:
County of Oakland a Michigan Municipal
And Constitutional Corporation
By: Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
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6-13
Seller's Acceptance
WITNESSED BY:
SELLER(S):
Eric Ernst
Diane Ernst
The foregoing instrument was acknowledged before me in Oakland County, Michigan on this
day of , 2009 by Eric Ernst and Diane Ernst, husband and wife.
U 1
, Notary Public
Oakland County, Michigan acting in
Oakland County, Michigan.
My Commission expires:
Final Execution Copy 12
6-14
EXHIBIT A
Parcel No. 13-13-300-195
1580 Scott Lake Road
Waterford, Michigan 48328
The South 15 acres of the West 1/2 of the Southwest 1/ of Section 13, T3N, R9E, Waterford
Township, Oakland County, Michigan. Excepting the North 75 feet of the West 183 feet; also
excepting the West 60 feet taken for road; also excepting a portion described as beginning at a
point distant S 89°55' 12" East 551.79 feet fiom the Southwest section corner; thence N
00°02'42" West 495.00 feet; thence S 89°55' 12" East 784.04 feet; thence S 00°03'45" West 495
feet; thence N 89°55' 12" West 783.11 feet to the point of beginning. Containing approximately
5.2-ac.
Mh3/10/09
Final Execution Copy 13
6-15
ITEM # 7
JOSEPH HODGES PROPERTY PURCHASE AGREEMENT RESOLUTION
HIGHLAND OAKS
Parks and Facilities Management staff met with the owner of the 20.14
acres of vacant land in Highland Township and negotiated an agreed -upon
purchase price. A copy of the Purchase Agreement is attached for your
information.
This purchase is in keeping with the Oakland County Parks and
Recreation Commission's high priority for the acquisition of properties adjacent to
existing park sites, fulfilling the direction provided from the residents of the county
through the county -wide survey and our strategic master plan.
Funds for this acquisition are available in the Commission's FY 2009
Capital Improvement Projects budget.
Staff recommends adopting the enclosed resolution for support and
acceptance of the terms and conditions of the Purchase Agreement by the
Oakland County Board of Commissioners.
7-1
RESOLUTION
SUPPORT FOR THE APPROVAL AND ACCEPTANCE OF THE PURCHASE AGREEMENT FOR
PARCEL NOS# 11-03-300-015 AND 11-03-400-016, VACANT LAND FOR EXPANSION OF
HIGHLAND OAKS COUNTY PARK
WHEREAS, pursuant to the authorization of the Oakland County Planning and Building
Committee and the Oakland County Parks and Recreation Commission, 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 Mr. Joseph D. Hodges for the purchase of
20.14-ac. of vacant land located near the intersection of Milford Road and White Lake Road,
Highland Township; and
WHEREAS, pursuant to the terms and conditions of said Purchase Agreement the County of
Oakland shall pay Joseph D. Hodges the sum of $240,000 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, sufficient funding for said purchase is available in the Oakland County Parks
and Recreation Land Acquisition Fund; and
WHEREAS, acquiring this property meets Oakland County Parks and Recreation
Commission's strategic master plan strategy 1.1 to, "Implement a land acquisition and management
transfer strategy that recognizes the value of parkland in urban areas, including the southeast
quadrant of Oakland County, while also acquiring park lands in other areas of the county..."; 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 Parks and Recreation
Commission supports the approval and acceptance of the terms and conditions of the attached
Purchase Agreement between the County of Oakland as purchaser and Joseph D. Hodges, seller,
via a cash sale purchase.
BE IT FURTHER RESOLVED that the Oakland County Parks and Recreation Commission
has included the EXPENSES for the said project in the budget for FISCAL YEAR 2009; thereby
eliminating the need for a BUDGET AMENDMENT.
Moved by: _
Supported by:
Date:
7-2
Highland Oaks County Park
Joseph Hodges Property
Location: Vacant land near the intersection of Milford Road and White Lake
Road, Highland Township at southeast corner of Highland Oaks
County Park.
Owner(s): Joseph D. Hodges, III Living Trust.
Parcel No. 11-03-300-015 and 11-03-400-016.
Parcel size: Total of 20.14-ac. (two adjoining 10.07-ac. parcels)
Property Description: Partially open and somewhat rolling (see attached. exhibit).
Buildings: None.
Zoning: A-2, Agricultural. 10-ac. minimum site.
State Equalized Value $102,480 each.
Appraised value: $240,000 ($120,000 each parcel).
Purchase Price: $240,000. Earnest money Deposit: $25,000. Cash sale.
Mh4/9/09
7-4
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter "Agreement") made and entered into this
day of , 2009, by and between Joseph D. Hodges, 6785
Colony Drive, West Bloomfield, MI 48323 (hereinafter "Seller") and the COUNTY OF OAKLAND,
a Constitutional Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341 (hereinafter
"Purchaser"), for the purchase of the vacant land specifically described in Exhibit A ("Premises")
including all rights, title, interests, and mineral rights or mineral royalty interest in the Premises, which
is located in the Charter Township of Highland, County of Oakland, State of Michigan, with the
following Parcel ID Numbers: 11-03-400-015 and 11-03-40-016.
PURCHASE PRICE/CONSIDERATION.
1.1 Subject to the adjustments and prorations provided for in this Agreement, the
purchase price of the Premises shall be Two Hundred and Forty Thousand Dollars and
no cents ($240,000.00) payable as follows:
1.2 Earnest Money Deposit. Upon execution of this Agreement by both Parties,
Purchaser will tender to the Seller a draft in the amount of Twenty Five Thousand
Dollars ($25,000.00) which the Seller acknowledges as an earnest money deposit
("deposit") and as good and sufficient consideration for accepting this Agreement.
Said deposit shall be held by a title company selected by the Purchaser, (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.
1.3 Payment of Balance of Purchase Price. This is a cash sale. At the time of closing, after
applying the deposit plus any accrued interest to the purchase price, the balance ofthe
purchase price minus any costs adjusted at closing will be tendered to the Seller by the
Purchaser or wired by the Purchaser to the Seller's bank (or to title company), at the
Seller's option.
1.4 The Seller, under a separate agreement shall be responsible for and pay any broker or
finder fee in connection with this transaction. Purchaser represent and warrants to
Seller that it has no knowledge and has not engaged any real estate broker or any
other person or entity whom would be entitled to a commission as a result of the sale
and purchase of the Premises contemplated by this Agreement.
1.5 The Oakland County Board of Commissioners shall have sixty (60) days from the date
of Seller's acceptance of this Agreement, to accept this Agreement on behalf of the
Purchaser. If the Oakland County Board of Commissioners does not accept this
7-5
Agreement, then it shall be null and void and the deposit and interest shall be returned
to the Purchaser.
2. TITLE CONVEYED.
2.1 Form of Conveyance. At closing, the Seller shall grant and convey legal title to the
Premises to the Purchaser pursuant to a warranty deed, subject only to: (1) the lien of
taxes on the Premises not yet due and payable; and (2) the easements and covenants,
conditions and restrictions of record as shown on the title commitment accepted by
the Purchaser.
2.2 Upon execution of this Agreement, the Seller shall not to lease, assign, or grant a
security interest or other lien that would encumber the Premises after closing. The
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.
TITLE INSURANCE.
3.1 The Purchaser will procure a commitment for an ALTA owner's form of title
insurance policy, a copy of which will be delivered to the Seller.
3.2 The title insurance 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.
3.3 The Seiler agrees to execute a standard form Owner's Affidavit at closing to assist in
the Purchaser's efforts to obtain coverage without standard exceptions. In addition to
the representations and warranties contained in said Owner's Affidavit, the Seller
agrees to execute an affidavit indicating the following: (1) the Seller is not on notice,
whether actual or anticipated notice, of any pending claims against the Seller that
would affect the sale of the Premises. (2) there are no court orders prohibiting the sale
of the Premises.
4. TITLE OBJECTIONS.
4.1. The Purchaser shall have twenty (20) days after receipt of the title insurance 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 to the Seller that, in the
opinion of the Purchaser's attorney, the title is defective, the Seller shall have thirty
(30) days from the date the Seller is notified of the particular defect(s) claimed, to do
either of the following: (1) remedy the defects or (2) obtain at the Seller's cost and
expense a substitute commitment for title insurance, insuring in a manner satisfactory
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to the Purchaser, the Purchaser's title against the claimed defects. If the Seller fails to
remedy the defects or obtain a substitute commitment for title insurance within said
period, the Purchaser may do any of the following at its sole option: (1) waive the
claimed title defects and close subject to same, (2) defer the closing until such time as
the claimed defect(s) can be remedied, if such defects can be remedied in a reasonable
time, or (3) terminate this Agreement.
5. DUE DILIGENCE INVESTIGATIONS.
5.1 The Purchaser will have ninety (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 as set forth in this Section, unless this section
specifically provides otherwise. ("Inspection Period").
5.2 Survey. The Purchaser shall, at its expense, obtain an ALTA/ACSMboundary survey
of the Premises. The Purchaser shall have until the expiration of the Inspection Period
to determine if the survey matches the Premises as described in Exhibit A. If in the
written opinion of the Purchaser's attorney prior to the expiration of the Inspection
Period, the survey does not match the Premises as described in Exhibit A, then upon
written notice received by Seller prior to the expiration of the Inspection Period, the
Seller shall have thirty (30) days from the date the Seller is notified of the particular
defect(s), to remedy the defects. If the Seller fails to or cannot remedy the defects,
the Purchaser may do any of the following, at its sole option: (1) waive the defects
and close subject to same, (2) defer the closing until such time as the defect(s) can be
remedied, or (3) terminate this Agreement.
5.3 Phase I Environmental Assessment.
5.3.1 The Purchaser shall at its expense obtain a Phase I Environmental Assessment
("Phase 1") performed consistent with applicable ASTM standards. If the
Phase 1 discloses no environmental concerns, then the Parties will proceed to
closing pursuant to Section 6. If Purchaser fails to notify Seller of any
objection as a result of the Phase 1 prior to the expiration of the Inspection
Period, this contingency shall terminate and be of no further force and effect.
5.3.2 If, prior to the expiration of the Inspection Period, the Phase 1 reveals any
contamination that would cause the Premises to be a Facility under Part 201
of the Michigan Natural Resources Environmental Protection Act (MCL
324.20101et. seq.) (hereinafter Part 201), then the Purchaser may do any of
the following, provided it provides such notice prior to the expiration of the
Inspection Period, at its sole option: (1) terminate this Agreement and receive
back its deposit and any accrued interest or (2) commission a Phase II
Environmental Assessment ("Phase II"). The Purchaser shall notify the Seller
7-7
prior to the expiration of the Inspection Period if it elects to terminate this
Agreement for environmental reasons or perform a Phase II.
5.3.3 If the Phase II discloses that the Premises is a Facility the Purchaser, at its
option, may elect to perform a Baseline Environmental Assessment (BEA).
The Purchaser shall have an additional one hundred and eighty (180) days
from the expiration of the Inspection Period ("Extended Inspection Period")
to submit the BEA together with a Due Care Plan to the Michigan
Department of Environmental Quality (hereinafter MDEQ) for a liability
determination pursuant to Sections 20126 and 20129a of the Natural
Resources and Environmental Protection Act.
5.3.4 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 Section 6. It shall be conclusively
presumed that Purchaser elects to proceed with the purchase of the Premises
in the event that it fails to notify Seller of the results of the BEA prior to the
expiration of the Extended Inspection Period.
5.3.5 If, prior to the expiration of the Extended Inspection Period, the Purchaser
notifies Seller that it did not receive an exemption of liability from the MDEQ,
or if MDEQ requires response activities to be performed, then the Purchaser
may do any of the following, at its sole option: (1) terminate this Agreement
and receive back its deposit and any accrued interest or (2) proceed to closing
pursuant to Section 6.
5.4 The Purchaser may perform any other investigations during the inspection period that
it, in its sole discretion, shall deem appropriate.
5.5 Nothing in this Agreement will prohibit the Parties from modifying or extending the
date for closing if such changes are necessary based upon the due diligence property
investigations. Such modification or extension must be agreed to in a written
addendum to this Agreement signed by both Parties.
5.6 If, prior to the expiration of the Inspection Period (or the Extended Inspection Period,
as the case may be), the Purchaser, in its sole discretion, gives written notice to the
Seller that it is not satisfied with the condition of the Premises, as evidenced by the
due diligence investigations, then the Purchaser shall be entitled to the return of its
deposit and any accrued interest thereon and may terminate this Agreement.
5.7 This Agreement is contingent upon the due diligence requirements set forth in this
Section. Such due diligence requirements are deemed waived in the event that
Purchaser fails to terminate this Agreement prior to the expiration of the Inspection
M
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Period (or the Extended Inspection Period, as the case may be),
6. CLOSING AND CLOSING DOCUMENTS.
6.1 If this offer is accepted by the Seller and the Oakland County Board of
Commissioners pursuant to Section 1.5 and if the Seller can convey title and comply
with all of contingencies set forth in this Agreement, then the Purchaser agrees to
complete the sale on or before August 28, 2009.
6.2 The closing shall be held at the offices of a Title Company of the Purchaser's choosing
or any other mutually convenient location agreed upon by the Parties. The Purchaser
or the Title Company, will prepare the necessary documents for signatures, if the
Purchaser so elects.
6.3 The Purchaser, at least five (5) days prior to closing, shall submit to the Seller all
closing documents required by the Purchaser.
6.4 The Seller will sign and deliver at closing, a statutory form 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. The Seller at least five (5) days prior to closing shall
submit these documents to the Purchaser for review and approval.
6.5 The Seller will pay any costs or fees required to remove or satisfy outstanding
mortgages or other liens on the Premises.
6.6 The Seller will pay for the recording of the Warranty Deed, any notary fees, and the
property transfer tax (revenue stamps).
6.7 At the 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.
6.8 At the closing, the Seller will sign a Certificate of Accuracy, regarding the
Representations made by the Seller in Section 12.
6.9 The Seller and the Purchaser will sign and/or prepare any other documents necessary
to complete the sale and transfer of the Premises.
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; the Seller being responsible
for taxes up to and including the date of closing.
7. POSSESSION.
7-9
The Purchaser shall have possession of the Premises at the end of the closing.
RIGHT OF ENTRY AND ACCESS.
While this Agreement is in effect, the Purchaser and its employees and agents shall have the
right to enter and access the Premises at reasonable times, with reasonable notice to the
Seller, for the purpose of surveying, testing, environmental impact studies, site planning, and
other such work as the Purchaser deems necessary or desirable to determine the Premises'
suitability for the conduct of the Purchaser's business. However, in the event that this sale
does not take place, then the Purchaser, 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 Purchaser's actions.
9. DEFAULT OF SELLER. In the event the 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 The Purchaser may specifically enforce this Agreement and require specific
performance of this Agreement by judicial decree; or
9.2 The Purchaser may demand a refund of the entire deposit plus accrued interest and
terminate this Agreement.
10. DEFAULT OF PURCHASER. In the event the Purchaser shall default in the performance of
its obligations herein, the Seller may, in its sole discretion, elect to proceed under either 10.1
or 10.2, but not both
10.1 The Seller specifically enforce this Agreement and require specific performance ofthis
Agreement by judicial decree; or
10.2 The Seller may declare that the Purchaser has forfeited all rights hereunder and retain
the deposit and interest as liquidated damages. The retention of the deposit and
interest by the Seller shall cancel this Agreement and be in full and final satisfaction of
any and all claims that the Seller may bring against the Purchaser.
11. RISK OF LOSS. No risk of loss shall pass to the Purchaser prior to closing. Except as
otherwise provided in this Agreement, the Purchaser acknowledges the following: (1) the Seller
has made no representations or warranties with respect to the Premises; (2) the inspection rights
set forth in this Agreement are sufficient to enable the Purchaser to inspect the Premises to
determine if they are satisfactory to the Purchaser.
12. WARRANTIES BY THE SELLER. The Seller warrants to the Purchaser and shall certify to
M.
7-10
the Purchaser upon the execution of this Agreement the following:
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 the Purchaser with any
necessary resolutions, waivers and consents or other documents that verify the Seller
has the requisite authority, which documents can be attached hereto as Exhibit B.
12.2 The Seller is the fee simple owner of the Premises and will discharge any liens prior to
closing.
12.3 To the Seller'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 the Seller or any third party.
12.4 To the Seller'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
Purchaser's right to receive fee title absolute.
12.5 To the Seller's 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 the Seller's ability to convey the Premises.
12.6 The Seller has no notice or knowledge of any of the following:
12.6.1 any planned or commenced public improvements that might result in special
assessments or otherwise directly and materially affect the Premises;
12.6.2 any government agency or court order requiring corrections of any existing
conditions;
12.6.3 any request by an insurer or a mortgagee of the Premises requiring correction
of any existing conditions.
12.7 The Seller has not used the Premises for the purpose of disposing, 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
7
7-11
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 the following to the Seller:
13.1 The Purchaser is a Michigan Constitutional Corporation.
13.2 The Purchaser has full authority and funding to enter into and perform this
Agreement in accordance with its conditions and will provide the Seller with
the pertinent resolution which will be attached as Exhibit C.
14. SURVIVAL OF THE WARRANTIES. The warranties of the Parties contained in this
Agreement shall survive for two (2) years after closing.
15. LIABILITY. The 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 the Purchaser or the Purchaser's
agent(s) while performing any surveys or due diligence inspections of the Premises prior to
the closing. The 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 Section.
16. CONDEMNATION/EMINENT DOMAIN. In the event that all or any portion of the
Premises shall be taken by the exercise of eminent domain or condemnation proceedings prior
to closing, the Purchaser may, at its option, terminate this Agreement by giving written notice
to the Seller. If the Purchaser elects to terminate this Agreement as a result of a
condemnation proceeding or exercise of eminent domain, then the deposit paid by the
Purchaser and any accrued interest shall be returned to the Purchaser. In the event of such a
termination, this Agreement shall be null and void and the parties shall have no further rights
or obligations under this Agreement. If the Purchaser does not elect to terminate this
Agreement in the event of the exercise of eminent domain or condemnation, the Purchaser
shall accept title to the Premises without any reduction of the purchase price and the Seller
shall assign to the Purchaser at closing all of Seller's right, title, and interest in and to any
resulting condemnation award.
17. 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:
7-12
Seller: Joseph D. Hodges
6785 Colony Drive
West Bloomfield, MI 48323
Copy to: Peter W. Joelson
Joelson Rosenberg, PLC
30665 Northwestern Highway,
Suite 200
Farmington Hills, MI 48334
Purchaser: Michael Hughson
County of Oakland Department of Facilities Management
1 Public Works Dr.
Waterford, Michigan 48328
248-858-5380
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.
18. TIME OF THE ESSENCE. Time is of the essence for this Agreement.
19. COMPLIANCE WITH LAWS. The Parties shall comply with all federal, state, and local
laws, statutes, ordinances, any regulations, applicable to their activities under thus Agreement.
20. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any right or remedy under this Agreement shall constitute a waiver ofthose
rights with regard to 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.
21. SEVERABILITY. 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.
22. 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
0
7-13
nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or
possession as the context requires.
23. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments,
rescissions, waivers, or releases to this Agreement must be in writing and agreed to by both
Parties.
24. 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
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.
25. 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.
26. PROPERTY SOLD "AS IS".
26.1. Except as is otherwise expressly provided in this Agreement, Seller hereby specifically
disclaims any warranty (oral or written) concerning (i) the nature and condition of the
Premises and the suitability thereof for any and all activities and uses that Purchaser
may elect to conduct thereon, (ii) the manner, construction, condition and state of
repair or lack of repair of any improvements located thereon, (iii) the nature and
extent of any right-of-way, lien, encumbrance, license, reservation, condition or
otherwise, (iv) the compliance of the Property or its operation with any laws, rules,
ordinances, or regulations of any government or other body, it being specifically
understood that Purchaser shall have full opportunity, during the Inspection Period or
Additional Inspection Period, to determine for itself the condition ofthe Premises; and
(v) any other matter whatsoever except as expressly set forth in this Agreement.
Except as is otherwise expressly provided in this Agreement, the sale of the Premises
as provided for herein is made on a strictly "AS IS" "WHERE IS" basis as of the
closing date.
26.2. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT
RELYING ON (AND SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY
REPRESENTATIONS OR WARRANTIES MADE BY OR ON BEHALF OF
10
7-14
SELLER OF ANY KIND OR NATURE WHATSOEVER, EXCEPT AS IS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT.
26.3. Seller and Purchaser acknowledge and agree that the provisions contained in this
Section 26 were a material factor in Seller's acceptance of the purchase price and that
Seller was unwilling to sell the Premises to Purchaser unless Seller was released as
expressly set forth above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below.
WITNESSED BY:
Michael D. Hughson
Date: 2009.
PURCHASER:
County of Oakland a Michigan Municipal
And Constitutional Corporation
By: Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
The foregoing instrument was acknowledged before me in Oakland County, Michigan on this
day of , 2009 by
11
, Notary Public
Oakland County, Michigan acting in
Oakland County, Michigan.
My Commission expires:
7-15
Seller's Acceptance
WITNESSED BY:
SELLER(S):
Joseph D. Hodges
The foregoing instrument was acknowledged before me in Oakland County, Michigan on this
day of , 2009 by Joseph D. Hodges.
, Notary Public
Oakland County, Michigan acting in
Oakland County, Michigan.
My Commission expires:
12
7-16
EXHIBIT A
Parcel No. 11-03-400-015 & 11-03-400-016
Vacant Milford Road
Highland Township, Michigan
Land situated in the Township of Highland, in County of Oakland, State of Michigan is described
as follows:
A parcel of land described as being located in the East 1/2 of fractional Section 3, Town 3 North,
Range 7 East, described as: Beginning at a point distant North 89 degrees 12 minutes 34 seconds
West 889.75 feet from the Southeast Section corner; thence North 89 degrees 12 minutes 34
seconds West 413.25 feet; thence North 01 degrees 30 minutes 36 seconds East 1062.00 feet;
thence South 89 degrees 12 minutes 34 seconds East 413.25 feet; thence South 01 degrees 30
minutes 36 seconds West 1062,00 feet to the point of beginning. Parcel No. 11-03-400-015.
A parcel of land described as being located in the East 1/2 of fractional Section 3, Town 3 North,
Range 7 East, described as: Beginning at a point distant North 89 degrees 12 minutes 34 seconds
West 476.50 feet from Southeast Section corner; thence North 89 degrees 12 minutes 34 seconds
West 413.25 feet; thence North 01 degrees 30 minutes 36 seconds East 1062.00 feet; thence
South 89 degrees 12 minutes 34 seconds East 413.25 feet; thence South 01 degrees 30 minutes
36 seconds West 1062.00 feet to the point of beginning. Parcel No. 11-03-400-016.
13
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ITEM #8
PAUL HODGES PROPERTYPURCHASE AGREEMENT RESOLUTIOr1
HIGHLAND OAKS
Parks and Facilities Management staff met with the owner of the 13.13
acres of vacant land in Highland Township and negotiated an agreed -upon
purchase price. A copy of the Purchase Agreement is attached for your
information.
This purchase is in keeping with the Oakland County Parks and
Recreation Commission's high priority for the acquisition of properties adjacent to
existing park sites, fulfilling the direction provided from the residents of the county
through the county -wide survey and our strategic master plan.
Funds for this acquisition are available in the Commission's FY 2009
Capital Improvement Projects budget.
Staff recommends adopting the enclosed resolution for support and
acceptance of the terms and conditions of the Purchase Agreement by the
Oakland County Board of Commissioners.
8-r
RESOLUTION
SUPPORT FOR THE APPROVAL AND ACCEPTANCE OF THE PURCHASE AGREEMENT FOR
PARCEL NO# 11-03-300-014, VACANT LAND FOR EXPANSION OF HIGHLAND OAKS COUNTY
PARK
WHEREAS, pursuant to the authorization of the Oakland County Planning and Building
Committee and the Oakland County Parks and Recreation Commission, 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 Mr. Paul E. Hodges for the purchase of
13.13-ac. of vacant land located near the intersection of Milford Road and White Lake Road,
Highland Township; and
WHEREAS, pursuant to the terms and conditions of said Purchase Agreement the County of
Oakland shall pay Paul E. Hodges the sum of $157,200 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, sufficient funding for said purchase is available in the Oakland County Parks
and Recreation Land Acquisition Fund; and
WHEREAS, acquiring this property meets Oakland County Parks and Recreation
Commission's strategic master plan strategy 1.1 to, "Implement a land acquisition and management
transfer strategy that recognizes the value of parkland in urban areas, including the southeast
quadrant of Oakland County, while also acquiring park lands in other areas of the county..."; 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 Parks and Recreation
Commission supports the approval and acceptance of the terms and conditions of the attached
Purchase Agreement between the County of Oakland as purchaser and Paul E. Hodges, seller, via a
cash sale purchase.
BE IT FURTHER RESOLVED that the Oakland County Parks and Recreation Commission
has included the EXPENSES for the said project in the budget for FISCAL YEAR 2009; thereby
eliminating the need for a BUDGET AMENDMENT.
Moved by: _
Supported by:
Date:
8-2
Highland Oaks County Park
Paul Hodges Property
Location: Vacant land near the intersection of Milford Road and White Lake
Road, Highland Township at southeast corner of Highland Oaks
County Park.
Owner(s): Paul E. Hodges, III Living Trust.
Parcel No. 11-03-300-014.
Parcel size: 13.13-ac.
Property Description: Partially open and somewhat rolling, pond at northwest corner (see
attached. exhibit).
Buildings: None.
Zoning: A-2, Agricultural. 10-ac. minimum site.
State Equalized Value $105,850.
Appraised value: $157,200.
Purchase Price: $157,200. Earnest money Deposit: $25,000. Cash sale.
Mh4/9/09
8-3
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter "Agreement") made and entered into this
day of , 2009, by and between The Paul E. Hodges III
Living Trust, dated January 9, 1997, 370 E. Maple, Birmingham, MI (hereinafter "Seller") and the
COUNTY OF OAKLAND, a Constitutional Corporation, 1200 N. Telegraph Road, Pontiac,
Michigan 48341(hereinafter "Purchaser"), for the purchase of the vacant land specifically described
in Exhibit A ("Premises") including all rights, title, interests, and mineral rights or mineral royalty
interest in the Premises, which is located in the Charter Township of Highland, County of Oakland,
State of Michigan, with the following Parcel ID Number: 11-03-400-014.
PURCHASE PRICE/CONSIDERATION.
1.1 Subject to the adjustments and prorations provided for in this Agreement, the
purchase price of the Premises shall be One Hundred and Fifty -Seven Thousand and
Two Hundred Dollars and no cents ($157,200.00) payable as follows:
1.2 Earnest Money Deposit. Upon execution of this Agreement by both Parties,
Purchaser will tender to the Seller a draft in the amount of Twenty Five Thousand
Dollars ($25,000.00) which the Seller acknowledges as an earnest money deposit
("deposit") and as good and sufficient consideration for accepting this Agreement.
Said deposit shall be held by a title company selected by the Purchaser, (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.
1.3 Payment of Balance of Purchase Price. This is a cash sale. At the time of closing,
after applying the 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 the
Seller by the Purchaser or wired by the Purchaser to the Seller's bank (or to title
company), at the Seller's option.
1.4 The Seller, under a separate agreement shall be responsible for and pay any broker or
finder fee in connection with this transaction. Purchaser represent and warrants to
Seller that it has no knowledge and has not engaged any real estate broker or any
other person or entity whom would be entitled to a commission as a result of the sale
and purchase of the Premises contemplated by this Agreement.
1.5 The Oakland County Board of Commissioners shall have sixty (60) days from the
date of Seller's acceptance of this Agreement, to accept this Agreement on behalf of
the Purchaser. If the Oakland County Board of Commissioners does not accept this
DRAFT-033109
8-4
Agreement, then it shall be null and void and the deposit and interest shall be
returned to the Purchaser.
2. TITLE CONVEYED.
2.1 Form of Conve. a� nce. At closing, the Seller shall grant and convey legal title to the
Premises to the Purchaser pursuant to a warranty deed, subject only to: (1) the lien of
taxes on the Premises not yet due and payable; and (2) the easements and covenants,
conditions and restrictions of record as shown on the title commitment accepted by
the Purchaser.
2.2 Upon execution of this Agreement, the Seller shall not to lease, assign, or grant a
security interest or other lien that would encumber the Premises after closing. The
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.
3.1 The Purchaser will procure a commitment for an ALTA owner's form of title
insurance policy, a copy of which will be delivered to the Seller.
3.2 The title insurance 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.
3.3 The Seller agrees to execute a standard form Owner's Affidavit at closing to assist in
the Purchaser's efforts to obtain coverage without standard exceptions. In addition to
the representations and warranties contained in said Owner's Affidavit, the Seller
agrees to execute an affidavit indicating the following: (1) the Seller is not on notice,
whether actual or anticipated notice, of any pending claims against the Seller that
would affect the sale of the Premises. (2) there are no court orders prohibiting the
sale of the Premises.
4. TITLE OBJECTIONS.
4.1. The Purchaser shall have twenty (20) days after receipt of the title insurance 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 to the Seller that, in the
opinion of the Purchaser's attorney, the title is defective, the Seller shall have thirty
(30) days from the date the Seller is notified of the particular defect(s) claimed, to do
either of the following: (1) remedy the defects or (2) obtain at the Seller's cost and
expense a substitute commitment for title insurance, insuring in a manner satisfactory
DRAFT-033109 2
MW
to the Purchaser, the Purchaser's title against the claimed defects. If the Seller fails to
remedy the defects or obtain a substitute commitment for title insurance within said
period, the Purchaser may do any of the following at its sole option: (1) waive the
claimed title defects and close subject to same, (2) defer the closing until such time as
the claimed defect(s) can be remedied, if such defects can be remedied in a
reasonable time, or (3) terminate this Agreement.
5. DUE DILIGENCE INVESTIGATIONS.
5.1 The Purchaser will have ninety (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 as set forth in this Section, unless this
section specifically provides otherwise. ("Inspection Period").
5.2 Survey. The Purchaser shall, at its expense, obtain an ALTA/ACSM boundary
survey of the Premises. The Purchaser shall have until the expiration of the
Inspection Period to determine if the survey matches the Premises as described in
Exhibit A. If in the written opinion of the Purchaser's attorney prior to the expiration
of the Inspection Period, the survey does not match the Premises as described in
Exhibit A, then upon written notice received by Seller prior to the expiration of the
Inspection Period, the Seller shall have thirty (30) days from the date the Seller is
notified of the particular defect(s), to remedy the defects. If the Seller fails to or
cannot remedy the defects, the Purchaser may do any of the following, at its sole
option: (1) waive the defects and close subject to same, (2) defer the closing until
such time as the defect(s) can be remedied, or (3) terminate this Agreement.
5.3 Phase I Environmental Assessment.
5.3.1 The Purchaser shall at its expense obtain a Phase I Environmental
Assessment ("Phase I") performed consistent with applicable ASTM
standards. If the Phase 1 discloses no environmental concerns, then the
Parties will proceed to closing pursuant to Section 6. If Purchaser fails to
notify Seller of any objection as a result of the Phase 1 prior to the expiration
of the Inspection Period, this contingency shall terminate and be of no further
force and effect.
5.3.2 If, prior to the expiration of the Inspection Period, the Phase I reveals any
contamination that would cause the Premises to be a Facility under Part 201
of the Michigan Natural Resources Environmental Protection Act (MCL
324.20101 et. seq.) (hereinafter Part 201), then the Purchaser may do any of
the following, provided it provides such notice prior to the expiration of the
Inspection Period, at its sole option: (1) terminate this Agreement and receive
back its deposit and any accrued interest or (2) commission a Phase II
DRAFT-033109 3
Envirommental Assessment ("Phase II"). The Purchaser shall notify the Seller
prior to the expiration of the Inspection Period if it elects to terminate this
Agreement for environmental reasons or perform a Phase II.
5.3.3 If the Phase II discloses that the Premises is a Facility the Purchaser, at its
option, may elect to perform a Baseline Environmental Assessment (BEA).
The Purchaser shall have an additional one hundred and eighty (180) days
from the expiration of the Inspection Period ("Extended Inspection Period")
to submit the BEA together with a Due Care Plan to the Michigan
Department of Environmental Quality (hereinafter MDEQ) for a liability
determination pursuant to Sections 20126 and 20129a of the Natural
Resources and Environmental Protection Act.
5.3.4 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 Section 6. It shall be conclusively
presumed that Purchaser elects to proceed with the purchase of the Premises
in the event that it fails to notify Seller of the results of the BEA prior to the
expiration of the Extended Inspection Period.
5.3.5 If, prior to the expiration of the Extended Inspection Period, the Purchaser
notifies Seller that it did not receive an exemption of liability from the
MDEQ, or if MDEQ requires response activities to be performed, then the
Purchaser may do any of the following, at its sole option: (1) terminate this
Agreement and receive back its deposit and any accrued interest or (2)
proceed to closing pursuant to Section 6.
5.4 The Purchaser may perform any other investigations during the inspection period that
it, in its sole discretion, shall deem appropriate.
5.5 Nothing in this Agreement will prohibit the Parties from modifying or extending the
date for closing if such changes are necessary based upon the due diligence property
investigations. Such modification or extension must be agreed to in a written
addendum to this Agreement signed by both Parties.
5.6 If, prior to the expiration of the Inspection Period (or the Extended Inspection Period,
as the case may be), the Purchaser, in its sole discretion, gives written notice to the
Seller that it is not satisfied with the condition of the Premises, as evidenced by the
due diligence investigations, then the Purchaser shall be entitled to the return of its
deposit and any accrued interest thereon and may terminate this Agreement.
5.7 This Agreement is contingent upon the due diligence requirements set forth in this
Section. Such due diligence requirements are deemed waived in the event that
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Purchaser fails to terminate this Agreement prior to the expiration of the Inspection
Period (or the Extended Inspection Period, as the case may be),
6. CLOSING AND CLOSING DOCUMENTS.
6.1 If this offer is accepted by the Seller and the Oakland County Board of
Cormnissioners pursuant to Section 1.5 and if the Seller can convey title and comply
with all of contingencies set forth in this Agreement, then the Purchaser agrees to
complete the sale on or before August 28, 2009.
6.2 The closing shall be held at the offices of a Title Company of the Purchaser's
choosing or any other mutually convenient location agreed upon by the Parties. The
Purchaser or the Title Company, will prepare the necessary documents for signatures,
if the Purchaser so elects.
6.3 The Purchaser, at least five (5) days prior to closing, shall submit to the Seller all
closing documents required by the Purchaser.
6.4 The Seller will sign and deliver at closing, a statutory form 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. The Seller at least five (5) days prior to closing shall
submit these documents to the Purchaser for review and approval.
6.5 The Seller will pay any costs or fees required to remove or satisfy outstanding
mortgages or other liens on the Premises.
6.6 The Seller will pay for the recording of the Warranty Deed, any notary fees, and the
property transfer tax (revenue stamps).
6.7 At the 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.
6.8 At the closing, the Seller will sign a Certificate of Accuracy, regarding the
Representations made by the Seller in Section 12.
6.9 The Seller and the Purchaser will sign and/or prepare any other documents necessary
to complete the sale and transfer of the Premises.
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; the Seller being responsible
for taxes up to and including the date of closing.
DRAFT-033109 5
7. POSSESSION.
The Purchaser shall have possession of the Premises at the end of the closing.
RIGHT OF ENTRY AND ACCESS.
0
While this Agreement is in effect, the Purchaser and its employees and agents shall have the
right to enter and access the Premises at reasonable times, with reasonable notice to the
Seller, for the purpose of surveying, testing, environmental impact studies, site planning, and
other such work as the Purchaser deems necessary or desirable to determine the Premises'
suitability for the conduct of the Purchaser's business. However, in the event that this sale
does not take place, then the Purchaser, 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 Purchaser's actions.
9. DEFAULT OF SELLER. In the event the 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 The Purchaser may specifically enforce this Agreement and require specific
performance of this Agreement by judicial decree; or
9.2 The Purchaser may demand a refund of the entire deposit plus accrued interest and
terminate this Agreement.
10. DEFAULT OF PURCHASER. In the event the Purchaser shall default in the performance of
its obligations herein, the Seller may, in its sole discretion, elect to proceed under either 10.1
or 10.2, but not both
10.1 The Seller specifically enforce this Agreement and require specific performance of
this Agreement by judicial decree; or
10.2 The Seller may declare that the Purchaser has forfeited all rights hereunder and retain
the deposit and interest as liquidated damages. The retention of the deposit and
interest by the Seller shall cancel this Agreement and be in full and final satisfaction
of any and all claims that the Seller may bring against the Purchaser.
11. RISK OF LOSS. No risk of loss shall pass to the Purchaser prior to closing. Except as
otherwise provided in this Agreement, the Purchaser acknowledges the following: (1) the
Seller has made no representations or warranties with respect to the Premises; (2) the inspection
rights set forth in this Agreement are sufficient to enable the Purchaser to inspect the Premises
to determine if they are satisfactory to the Purchaser.
DRAFT-033109 6
•
12. WARRANTIES BY THE SELLER. The Seller warrants to the Purchaser and shall certify to
the Purchaser upon the execution of this Agreement the following:
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 the Purchaser with any
necessary resolutions, waivers and consents or other documents that verify the Seller
has the requisite authority, which documents can be attached hereto as Exhibit B.
12.2 The Seller is the fee simple owner of the Premises and will discharge any liens prior
to closing.
12.3 To the Seller'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 the Seller or any third party.
12.4 To the Seller'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
Purchaser's right to receive fee title absolute.
12.5 To the Seller's 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 the Seller's ability to convey the Premises.
12.6 The Seller has no notice or knowledge of any of the following:
12.6.1 any planned or commenced public improvements that might result in special
assessments or otherwise directly and materially affect the Premises;
12.6.2 any government agency or court order requiring corrections of any existing
conditions;
12.6.3 any request by an insurer or a mortgagee of the Premises requiring correction
of any existing conditions.
12.7 The Seller has not used the Premises for the purpose of disposing, 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
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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 the following to the Seller:
13.1 The Purchaser is a Michigan Constitutional Corporation.
13.2 The Purchaser has full authority and funding to enter into and perform this
Agreement in accordance with its conditions and will provide the Seller with
the pertinent resolution which will be attached as Exhibit C.
14. SURVIVAL OF THE WARRANTIES. The warranties of the Parties contained in this
Agreement shall survive for two (2) years after closing.
15. LIABILITY. The 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 the Purchaser or the Purchaser's
agent(s) while performing any surveys or due diligence inspections of the Premises prior to
the closing. The 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 Section.
16. CONDEMNATION/EMINENT DOMAIN. In the event that all or any portion of the
Premises shall be taken by the exercise of eminent domain or condemnation proceedings
prior to closing, the Purchaser may, at its option, terminate this Agreement by giving written
notice to the Seller. If the Purchaser elects to terminate this Agreement as a result of a
ffi condemnation proceeding or exercise of eminent domain, then the deposit paid by the
Purchaser and any accrued interest shall be returned to the Purchaser. In the event of such a
termination, this Agreement shall be null and void and the parties shall have no further rights
or obligations under this Agreement. If the Purchaser does not elect to terminate this
Agreement in the event of the exercise of eminent domain or condemnation, the Purchaser
shall accept title to the Premises without any reduction of the purchase price and the Seller
shall assign to the Purchaser at closing all of Seller's right, title, and interest in and to any
resulting condemnation award.
17. 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:
DRAFT-033109 8
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Seller: Peter W. Joelson
J/R Law
Joelson Rosenberg, PLC
30665 Northwestern Highway,
Suite 200
Farmington Hills, MI 48334
Purchaser: Michael Hughson
County of Oakland Department of Facilities Management
1 Public Works Dr.
Waterford, Michigan 48328
248-858-5380
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.
18. TIME OF THE ESSENCE. Time is of the essence for this Agreement.
19. COMPLIANCE WITH LAWS. The Parties shall comply with all federal, state, and local
laws, statutes, ordinances, any regulations, applicable to their activities under this
Agreement.
20. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any right or remedy under this Agreement shall constitute a waiver of those
rights with regard to 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 terin, condition,
or provision of this Agreement. No waiver by either Party shall subsequently affect its right
to require strict performance of this Agreement.
21. SEVERABILITY. 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.
22. 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
DRAFT-033109 9
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possession as the context requires.
23. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments,
rescissions, waivers, or releases to this Agreement must be in writing and agreed to by both
Parties.
24. 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
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.
25. 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.
26. PROPERTY SOLD "AS IS".
26.1. Except as is otherwise expressly provided in this Agreement, Seller hereby
specifically disclaims any warranty (oral or written) concerning (i) the nature and
condition of the Premises and the suitability thereof for any and all activities and uses
that Purchaser may elect to conduct thereon, (ii) the manner, construction, condition
and state of repair or lack of repair of any improvements located thereon, (iii) the
nature and extent of any right-of-way, lien, encumbrance, license, reseivation,
condition or otherwise, (iv) the compliance of the Property or its operation with any
laws, rules, ordinances, or regulations of any government or other body, it being
specifically understood that Purchaser shall have full opportunity, during the
Inspection Period or Additional Inspection Period, to determine for itself the
condition of the Premises; and (v) any other matter whatsoever except as expressly
set forth in this Agreement. Except as is otherwise expressly provided in this
Agreement, the sale of the Premises as provided for herein is made on a strictly "AS
IS" "WHERE IS" basis as of the closing date.
26.2. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT
RELYING ON (AND SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY
REPRESENTATIONS OR WARRANTIES MADE BY OR ON BEHALF OF
DRAFT-033109 10
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SELLER OF ANY KIND OR NATURE WHATSOEVER, EXCEPT AS IS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT.
26.3. Seller and Purchaser acknowledge and agree that the provisions contained in this
Section 26 were a material factor in Seller's acceptance of the purchase price and that
Seller was unwilling to sell the Premises to Purchaser unless Seller was released as
expressly set forth above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below.
WITNESSED BY:
Michael D. Hughson
Date: , 2009.
PURCHASER:
County of Oakland a Michigan Municipal
And Constitutional Corporation
By: Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
DRAFT-033109 11
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Seller's Acceptance
WITNESSED BY:
SELLER(S):
The foregoing instrument was acknowledged before me in Oakland County, Michigan on this
day of , 2009 by
, Notary Public
Oakland County, Michigan acting in
Oakland County, Michigan.
My Commission expires:
DRAFT-033109 12
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EXHIBIT A
Parcel No. 11-03-400-014
Vacant Milford Road
Highland Township, Michigan
Land situated in the Township of Highland, in County of Oakland, State of Michigan is described
as follows:
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 1062.00 feet along the East line of Section 3, from the
Southeast corner of said Section; thence North 89 degrees 12 minutes 34 seconds West 1303.00
feet; thence North 46 degrees 20 minutes 04 seconds West 614.44 feet; thence South 84 degrees
29 minutes 56 seconds East 439.57 feet; thence South 89 degrees 12 minutes 34 seconds East
1320.00 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 382.00 feet to the point of beginning.
Mh3/10/09
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CLOSED SESSION
Staff is requesting a Closed Session to discuss a proposed land acquisition.
9-1