HomeMy WebLinkAboutResolutions - 2023.08.03 - 40464
August 3, 2023
RESOLUTION #2023-3241 _ 23-132
Sponsored By: David Woodward
Board of Commissioners - Approve and Accept Amendments #3 and #4 to the Purchase
Agreement for Purchase and Lease Certain Property in the City of Pontiac
Chair and Members of the Board:
WHEREAS on July 27, 2023, via Miscellaneous Resolution #2023-3203, the Oakland County Board
of Commissioners approved and accepted the Assignment of Purchase Agreement for the purchase
and lease of certain real property in the City of Pontiac (“City”); and
WHEREAS the City will not be able to consider and approve the Memorandum of Agreement
(“MOA”), discussed in Resolution #2023-3203, until August 8, 2023, after a public hearing required by
the City Charter; and
WHEREAS the City’s need to hold a public hearing requires changes to the Assignment of Purchase
of Agreement and the MOA; and
WHEREAS the County Executive Office recommends that the Oakland County Board of
Commissioners approve the attached Amendments 3 and 4 to the Purchase Agreement.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves
the attached Amendments #3 and #4 Purchase Agreement to be included with the Assignment of
Purchase Agreement.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes and
directs the Chair of the Board to sign the Memorandum of Agreement on the date of closing
(contained in the Amended Assignment of Purchase Agreement).
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes its Chair,
in his discretion, to approve and sign any further modifications to the Memorandum of Agreement or
the Assignment of Purchase Agreement.
Chair, the following Commissioners are sponsoring the foregoing Resolution: David Woodward.
Date: August 08, 2023
David Woodward, Commissioner
Date: August 08, 2023
David Coulter, Oakland County Executive
Date: August 10, 2023
Lisa Brown, County Clerk / Register of Deeds
COMMITTEE TRACKING
20223-08-03 Full Board - Introduce and Adopt
Motioned by Commissioner Marcia Gershenson seconded by Commissioner Yolanda Smith Charles
to suspension of rules the attached Resolution: Approve and Accept Amendments #3 and #4 to the
Purchase Agreement for Purchase and Lease Certain Property in the City of Pontiac .
Yes: David Woodward, Penny Luebs, Kristen Nelson, Gwen Markham, Angela Powell, Marcia
Gershenson, Janet Jackson, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay
Raman (11)
No: Michael Spisz, Michael Gingell, Karen Joliat, Christine Long, Robert Hoffman, Philip Weipert
(6)
Abstain: None (0)
Absent: Gary McGillivray (1)
Passed
ATTACHMENTS
1. THIRD AMENDMENT OF PURCHASE AGREEMENT - Fully Executed
2. FOURTH AMENDMENT OF PURCHASE AGREEMENT - Fully Executed
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on
August 3, 2023, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at
Pontiac, Michigan on Thursday, August 3, 2023.
Lisa Brown, Oakland County Clerk / Register of Deeds
48873658.1
THIRD AMENDMENT OF PURCHASE AGREEMENT
THIS THIRD AMENDMENT OF PURCHASE AGREEMENT (this “Amendment”), is made and
entered into as of July 28, 2023, by and between FARBMAN ACQUISITION, LLC, a Michigan limited
liability company (the “Purchaser”), and 31 E Judson LLC, a Michigan limited liability company, (“Judson
Seller”), Ottawa Towers 2021, LLC, a Michigan limited liability company (“Ottawa Seller”), Excellor LLC,
a Michigan limited liability company, Excellor 2 LLC, a Michigan limited liability company, Excellor 3
LLC, a Michigan limited liability company, Excellor 4 LLC, a Michigan limited liability company,
Excellor 5 LLC, a Michigan limited liability company, Excellor 6 LLC, a Michigan limited liability
company, Excellor 7 LLC, a Michigan limited liability company, Kingsville Properties LLC, a Michigan
limited liability company, Kingsville Properties II LLC, a Michigan limited liability company, Kingsville
Properties III LLC, a Michigan limited liability company (collectively herein “Vacant Lot Seller”) and
PhoenixRisingPontiac, LLC, a Michigan limited liability company (“Garage Seller”, and together with the
Judson Seller, Ottawa Seller, and Vacant Lot Seller, the “Seller”).
Recitals
A. Purchaser and Seller are parties to that certain Purchase Agreement dated as of May 17,
2023, as amended by that certain First Amendment of Purchase Agreement dated July 11, 2023, as amended
by that certain Second Amendment of Purchase Agreement dated July 20, 2023 (collectively, the “Purchase
Agreement”), pertaining to the purchase and sale of certain Properties, and Seller’s interest in that certain
Ground Lease of premises, located in Pontiac, Michigan.
B. The parties have agreed to extend the Inspection Period, subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby expressly acknowledged, the parties hereby agree as follows:
1. Inspection Period. The Inspection Period is hereby extended to expire on August 3, 2023.
2. Closing Date. Subject to the conditions precedent contained in the Purchase Agreement,
the closing on the purchase and sale of the Properties and Ground Lease Interest shall occur on August 16,
2023.
3. Counterparts; Electronic Signatures. This Amendment may be executed in one or more
counterparts, all of which shall constitute and be deemed an original, but all of which together shall
constitute one and the same instrument binding on Purchaser and Seller. This Amendment may be executed
in telecopy (faxed) or emailed copies and such signed copies treated as originals for all purposes shall be
binding upon the parties.
4. Miscellaneous. Except as specifically amended herein, all the terms and provisions of the
Purchase Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To
the extent of any conflict between the Purchase Agreement and this Amendment, the terms and provisions
of this Amendment shall govern and control and any conflicting terms and provisions of the Purchase
Agreement shall be deemed amended to the extent necessary not to conflict with the provisions hereof.
Capitalized terms used herein, but not otherwise defined, shall have the same meaning as used in the
Purchase Agreement.
[Remainder of page intentionally left blank]
DocuSign Envelope ID: 660ECCDB-8A6C-4407-998C-61DC4D4C442E
48873658.1
IN WITNESS WHEREOF, the Purchaser and Seller have executed this Amendment as of the date first
set forth above.
PURCHASER:
FARBMAN ACQUISITION, LLC,
a Michigan limited liability company
By: ______________________________
Andrew L. Gutman
Its: President
SELLER:
31 E JUDSON LLC,
a Michigan limited liability company
By: ______________________________
Tarik Y. Dinha II
Its: Authorized Representative
OTTAWA TOWERS 2021, LLC
a Michigan limited liability company
By: ______________________________
Tarik Y. Dinha II
Its: Authorized Representative
EXCELLOR LLC, a Michigan limited liability
company, EXCELLOR 2 LLC, a Michigan limited
liability company, EXCELLOR 3 LLC, a Michigan
limited liability company, EXCELLOR 4 LLC, a
Michigan limited liability company, EXCELLOR
5 LLC, a Michigan limited liability company,
EXCELLOR 6 LLC, a Michigan limited liability
company, and EXCELLOR 7 LLC, a Michigan
limited liability company
By: ______________________________
Martin K. Siersma
Its: Authorized Representative
DocuSign Envelope ID: 660ECCDB-8A6C-4407-998C-61DC4D4C442E
48873658.1
KINGSVILLE PROPERTIES LLC, a Michigan
limited liability company, KINGSVILLE
PROPERTIES II LLC, a Michigan limited liability
company, and KINGSVILLE PROPERTIES III
LLC, a Michigan limited liability company
By: ______________________________
Martin K. Siersma
Its: Authorized Representative
PHOENIXRISINGPONTIAC, LLC, a Michigan
limited liability company
By: ______________________________
Tarik Y. Dinha II
Its: Authorized Representative
DocuSign Envelope ID: 660ECCDB-8A6C-4407-998C-61DC4D4C442E
48924150.1
FOURTH AMENDMENT OF PURCHASE AGREEMENT
THIS FOURTH AMENDMENT OF PURCHASE AGREEMENT (this “Amendment”), is made
and entered into as of August 2, 2023, by and between FARBMAN ACQUISITION, LLC, a Michigan
limited liability company (the “Purchaser”), and 31 E Judson LLC, a Michigan limited liability company,
(“Judson Seller”), Ottawa Towers 2021, LLC, a Michigan limited liability company (“Ottawa Seller”),
Excellor LLC, a Michigan limited liability company, Excellor 2 LLC, a Michigan limited liability company,
Excellor 3 LLC, a Michigan limited liability company, Excellor 4 LLC, a Michigan limited liability
company, Excellor 5 LLC, a Michigan limited liability company, Excellor 6 LLC, a Michigan limited
liability company, Excellor 7 LLC, a Michigan limited liability company, Kingsville Properties LLC, a
Michigan limited liability company, Kingsville Properties II LLC, a Michigan limited liability company,
Kingsville Properties III LLC, a Michigan limited liability company (collectively herein “Vacant Lot
Seller”) and PhoenixRisingPontiac, LLC, a Michigan limited liability company (“Garage Seller”, and
together with the Judson Seller, Ottawa Seller, and Vacant Lot Seller, the “Seller”).
Recitals
A. Purchaser and Seller are parties to that certain Purchase Agreement dated as of May 17,
2023, as amended by that certain First Amendment of Purchase Agreement dated July 11, 2023, as amended
by that certain Second Amendment of Purchase Agreement dated July 20, 2023, as amended by that certain
Third Amendment of Purchase Agreement dated July 28, 2023 (collectively, the “Purchase Agreement”),
pertaining to the purchase and sale of certain Properties, and Seller’s interest in that certain Ground Lease
of premises, located in Pontiac, Michigan.
B. The parties have agreed to extend the Inspection Period, subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby expressly acknowledged, the parties hereby agree as follows:
1. Inspection Period. The Inspection Period is hereby extended to expire on August 9, 2023.
2. Closing Date. Subject to the conditions precedent contained in the Purchase Agreement,
the closing on the purchase and sale of the Properties and Ground Lease Interest shall occur on August 16,
2023.
3. MOU. At the Closing, Garage Seller and Judson Seller shall execute an agreement with the
City of Pontiac to rescind and terminate the Amended and Restated Memorandum of Understanding Public
Private Partnership Agreement dated December 31, 2021 (the “MOU”), provided that the City of Pontiac
countersigns such agreement. Garage Seller and Judson Seller hereby certify to Purchaser, and shall certify
in such agreement to the City of Pontiac, that, WDC 21, LLC, a Michigan limited liability company (i) was
under common control with Seller, (ii) was dissolved on December 31, 2022, and is no longer in existence,
and (iii) did not assign its rights under the MOU to any successor third party. The terms of this Section 3
shall survive the Closing.
4. Title Insurance Policy. At Closing, Seller shall discharge and cause to be deleted from the
Title Insurance Policies the following: (i) Notice of Commencement recorded September 2, 2022 in Liber
58081, Page 835, being exception 17 in the Commitment (ii) Notice of Commencement recorded September
2, 2022 in Liber 58081, Page 827, being exception 54 in the Commitment, (iii) Notice of Commencement
recorded September 2, 2022 in Liber 58081, Page 831, being exception 83 in the Commitment, and (iv)
DocuSign Envelope ID: 9D537E0F-31DD-4686-9D9B-583BCEFD4867
48924150.1
Interest of First State Bank, a Michigan banking corporation, in the Ground Lease, as set forth as Exception
60 in the Commitment.
5. Counterparts; Electronic Signatures. This Amendment may be executed in one or more
counterparts, all of which shall constitute and be deemed an original, but all of which together shall
constitute one and the same instrument binding on Purchaser and Seller. This Amendment may be executed
in telecopy (faxed) or emailed copies and such signed copies treated as originals for all purposes shall be
binding upon the parties.
6. Miscellaneous. Except as specifically amended herein, all the terms and provisions of the
Purchase Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To
the extent of any conflict between the Purchase Agreement and this Amendment, the terms and provisions
of this Amendment shall govern and control and any conflicting terms and provisions of the Purchase
Agreement shall be deemed amended to the extent necessary not to conflict with the provisions hereof.
Capitalized terms used herein, but not otherwise defined, shall have the same meaning as used in the
Purchase Agreement.
[Remainder of page intentionally left blank]
DocuSign Envelope ID: 9D537E0F-31DD-4686-9D9B-583BCEFD4867
48924150.1
IN WITNESS WHEREOF, the Purchaser and Seller have executed this Amendment as of the date first
set forth above.
PURCHASER:
FARBMAN ACQUISITION, LLC,
a Michigan limited liability company
By: ______________________________
Andrew L. Gutman
Its: President
SELLER:
31 E JUDSON LLC,
a Michigan limited liability company
By: ______________________________
Tarik Y. Dinha II
Its: Authorized Representative
OTTAWA TOWERS 2021, LLC
a Michigan limited liability company
By: ______________________________
Tarik Y. Dinha II
Its: Authorized Representative
EXCELLOR LLC, a Michigan limited liability
company, EXCELLOR 2 LLC, a Michigan limited
liability company, EXCELLOR 3 LLC, a Michigan
limited liability company, EXCELLOR 4 LLC, a
Michigan limited liability company, EXCELLOR
5 LLC, a Michigan limited liability company,
EXCELLOR 6 LLC, a Michigan limited liability
company, and EXCELLOR 7 LLC, a Michigan
limited liability company
By: ______________________________
Martin K. Siersma
Its: Authorized Representative
DocuSign Envelope ID: 9D537E0F-31DD-4686-9D9B-583BCEFD4867
48924150.1
KINGSVILLE PROPERTIES LLC, a Michigan
limited liability company, KINGSVILLE
PROPERTIES II LLC, a Michigan limited liability
company, and KINGSVILLE PROPERTIES III
LLC, a Michigan limited liability company
By: ______________________________
Martin K. Siersma
Its: Authorized Representative
PHOENIXRISINGPONTIAC, LLC, a Michigan
limited liability company
By: ______________________________
Tarik Y. Dinha II
Its: Authorized Representative
DocuSign Envelope ID: 9D537E0F-31DD-4686-9D9B-583BCEFD4867