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HomeMy WebLinkAboutResolutions - 2026.05.21 - 42976 AGENDA ITEM: Purchase of 48150 Grand River Ave., Novi, MI for the Operations of the 52-1 District Court DEPARTMENT: Facilities Management MEETING: Board of Commissioners DATE: Thursday, May 21, 2026 9:30 AM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2026-6548 _ 26-20 Motion to adopt the attached suggested resolution. ITEM CATEGORY SPONSORED BY Real Estate Yolanda Smith Charles INTRODUCTION AND BACKGROUND Oakland County (County) has been leasing a 25,833 square foot facility located at 48150 Grand River Avenue, Novi, Michigan on approximately 4.74 acres site having approximately 246 parking spaces (gated for court employees and public use) for the 52-1 District Court (Property). In 2024, the County renewed its lease for a period of ten years (June 2024 to May 2034) with two, five-year extensions (June 2034 to May 2039 and June 2039 to May 2044). In the lease, the Landlord will fund a tenant improvement allowance (TIA) of $150,000 which would be limited to an amount of $50,000 in any single Lease Year (approximately $44,425 of TIA remains). The County is responsible for property taxes, utilities and a majority of the property maintenance and operational expenses. The table below provides these actual expenses for FY2025 and budgeted increases for rent (2.0%), property taxes (3.0%), and maintenance and utilities (each at 5.0%). FY Rent Proper ty Taxes Maintena nce Utiliti es Total 202 5 $423,1 25 $81,98 5 $91,350 $75,8 25 $672,2 85 202 6 $431,5 88 $84,44 5 $95,918 $79,6 16 $691,5 67 202 7 $440,2 20 $86,97 8 $100,714 $83,5 97 $711,5 09 202 8 $449,0 24 $89,58 7 $105,750 $87,7 77 $732,1 38 The remaining rent payments for the last 18 Lease Years (June 2026 to May 2044) is $9,363,822 or an average of $520,212 per year or $43,351 per month. In November, 2025, the Landlord listed the Property for $5,836,000. After receiving approval from the Economic Development and Infrastructure Committee on March 25, 2026 to begin the negotiation to purchase the Property, the County’s Administration is presenting a Purchase Agreement for the Property to reduce its cost. Using the Purchase Price ($5,675,000) less any unused TIA (~$44,425) for a net purchase price ($5,630,575), the level, annual debt service at 4.25% for a period of eighteen (18) years [match the remaining term of the lease] would be $453,863 or $37,822 per month. The total, estimated savings to the County of $3,230,832 would be comprised of the difference between the remaining rent payments for the next 18 years ($9,363,822) less the debt service ($8,169,528) or $1,194,294 PLUS the estimated savings of not paying property taxes for the same period $2,036,538. POLICY ANALYSIS The proposed funding request of $5.8 million facilitates the acquisition of the 52-1 District Court property, covering the $5,630,575 net purchase price along with approximately $170,000 in ancillary expenses. These additional funds are allocated for due diligence (e.g. appraisals, environmental reports, and site assessments) as well as closing costs such as title insurance and administrative fees. The acquisition of the 52-1 District Court property marks a strategic transition for Oakland County from a tenant-based operational model to a long-term asset ownership strategy. By purchasing the 25,833 square foot facility for a net price of $5,630,575, the County effectively leverages its tax- exempt status to eliminate more than $2 million in projected property tax obligations over the next 18 years. This tax avoidance, combined with a favorable financing structure, transforms what was once a mandatory recurring expense into a path toward full equity. This purchase essentially allows the County to secure its judicial infrastructure at a lower monthly cost than its current lease while simultaneously removing the unpredictability of future lease renewals. Beyond the immediate fiscal relief, ownership provides the County with total autonomy over the 25,833 square foot site. This eliminates the need for landlord approvals for renovations or expansions and protects the public’s access to a known, established location. While the County will now assume full responsibility for major capital repairs and long-term maintenance, the substantial savings and the accumulation of real estate equity provide a significant buffer against these liabilities. Ultimately, this transaction is a fiscally prudent move that optimizes the County’s budget and secures a critical public asset for the next two decades and beyond. Oakland County intends to issue bonds to reimburse Oakland County for or pay a portion of the costs of acquiring the Property or equipment and making necessary capital improvements. FISCAL IMPACT: Budget Amendment Attached Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at 248.821.3065 or winterb@oakgov.com or the department contact persons listed for additional information. CONTACT Edward Joss, Director Facilities Management-APP Brian Lefler, Chief Financial Officer ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 5/22/2026 David Woodward, Board of Commissioners Approved - 5/22/2026 David Coulter, Executive's Office Approved - 5/26/2026 Lisa Brown, Clerk/Register of Deeds Final Approval - 5/26/2026 AGENDA DEADLINE: 05/07/2026 4:30 PM ATTACHMENTS 1. FM - 2026-6548 Purchase of 48150 Grand River Ave for Novi District Court - Schedule A 2. Purchase Agreement 48150 Grand River Ave (Final - Executed Version 04-29-26) COMMITTEE TRACKING 2026-05-13 Economic Development & Infrastructure - Forward to Finance 2026-05-13 Finance - Recommend to Board 2026-05-21 Full Board - Adopt Motioned by: Commissioner Michael Gingell Seconded by: Commissioner Penny Luebs Yes: Ann Erickson Gault, Michael Gingell, Marcia Gershenson, Robert Hoffman, Karen Joliat, Christine Long, Penny Luebs, Gwen Markham, William Miller III, Kristen Nelson, Angela Powell, Robert Smiley, Yolanda Smith Charles, Michael Spisz, Linnie Taylor, Philip Weipert, David Woodward (17) No: Charles Cavell (1) Abstain: None (0) Absent: Brendan Johnson (1) Passed May 21, 2026 RESOLUTION #2026-6548 _ 26-20 Sponsored By: Yolanda Smith Charles Facilities Management - Purchase of 48150 Grand River Ave., Novi, MI for the Operations of the 52-1 District Court Chair and Members of the Board: WHEREAS Oakland County currently leases a 25,833 square foot facility located at 48150 Grand River Avenue in Novi, Michigan (the “Property”) for the operations of the 52-1 District Court; and WHEREAS the owner listed the Property for sale; and WHEREAS the Department of Facilities Management with the assistance of Corporation Counsel has negotiated the terms and conditions of the attached Purchase Agreement; 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; and WHEREAS the Department of Facilities Management recommends that the Board of Commissioners approve the attached Purchase Agreement. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Purchase Agreement and directs its Chair to execute such Purchase Agreement and further authorizes the Director of Facilities Management or their designee to sign the closing documents and all other documents needed to effectuate the purchase by and transfer of the Property to Oakland County. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes an appropriation not to exceed Five Million Eight Hundred Thousand Dollars ($5,800,000) from the Strategic Investment Plan (GL383554) to the appropriate fund to facilitate the purchase of the Property. BE IT FURTHER RESOLVED that Oakland County intends to issue bonds to reimburse Oakland County for or pay a portion of the costs of acquiring the Property or equipment and making necessary capital improvements, and makes the following declarations for the purpose of complying with the reimbursement rules of Treas. Reg. § 1.150-2 pursuant to the Internal Revenue Code of 1986, as amended: a. Oakland County reasonably expects to reimburse itself with proceeds of the bonds for certain costs of the Property and related capital improvements to the Property, including eligible soft costs, which were paid or will be paid from funds of Oakland County subsequent to sixty (60) days prior to today. b. The maximum principal amount of debt expected to be issued for the acquisition of the Property, including issuance costs, is $5,800,000. c. A reimbursement allocation of the capital expenditures described above with the proceeds of the bonds will occur not later than 18 months after the later of (i) the date on which the expenditure is paid, or (ii) the date the renovated project is placed in service or abandoned, but in no event more than three (3) years after the original expenditure is paid. A reimbursement allocation is an allocation in writing that evidences Oakland County’s use of the proceeds of the bonds to reimburse Oakland County for a capital expenditure made pursuant to this resolution. Chair, the following Commissioners are sponsoring the foregoing Resolution: Yolanda Smith Charles. Date: May 22, 2026 David Woodward, Commissioner Date: May 26, 2026 David Coulter, Oakland County Executive Date: May 26, 2026 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2026-05-13 Economic Development & Infrastructure - Forward to Finance 2026-05-13 Finance - Recommend to Board 2026-05-21 Full Board - Adopt Motioned by Commissioner Michael Gingell seconded by Commissioner Penny Luebs to adopt the attached Real Estate: Purchase of 48150 Grand River Ave., Novi, MI for the Operations of the 52-1 District Court. Yes: Ann Erickson Gault, Michael Gingell, Marcia Gershenson, Robert Hoffman, Karen Joliat, Christine Long, Penny Luebs, Gwen Markham, William Miller III, Kristen Nelson, Angela Powell, Robert Smiley, Yolanda Smith Charles, Michael Spisz, Linnie Taylor, Philip Weipert, David Woodward (17) No: Charles Cavell (1) Abstain: None (0) Absent: Brendan Johnson (1) Passed ATTACHMENTS 1. FM - 2026-6548 Purchase of 48150 Grand River Ave for Novi District Court - Schedule A 2. Purchase Agreement 48150 Grand River Ave (Final - Executed Version 04-29-26) 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 May 21, 2026, 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, May 21, 2026. Lisa Brown, Oakland County Clerk / Register of Deeds Oakland County, Michigan Facilities Management - 2026-6548 Purchase of 48150 Grand River Ave, Novi, MI for the Operations of the 52-1 District Court Schedule "A" DETAIL R/E Fund Name Division Name Fund # (FND)Cost Center (CCN) # Account # (RC/SC) Program # (PRG) Grant ID (GRN) # Project ID # (PROJ) Region (REG) Budget Fund Affiliate (BFA) Ledger Account Summary Account Title FY 2026 Amendment FY 2027 Amendment FY 2028 Amendment R General Fund Non Departmental Operations FND10100 CCN9010101 RC665882 PRG196030 665882 Planned Use of Fund Balance $5,800,000.00 $- $- Total Revenues $5,800,000.00 $- $- E General Fund Non Departmental Operations FND10100 CCN9010101 SC788001 PRG196030 BFA42120 788001 Transfers Out $5,800,000.00 $- $- Total Expenditures $5,800,000.00 $- $- R County Improvement Projects Non Departmental Operations FND42120 CCN9010101 RC695500 PRG196030 BFA10100 695500 Transfers In $5,800,000.00 $- $- Total Revenues $5,800,000.00 $- $- E County Improvement Projects Non Departmental Operations FND42120 CCN9010101 SC760056 PRG196030 760000 Building Acquisitions $5,800,000.00 $- $- Total Expenditures $5,800,000.00 $- $- PURCHASE AGREEMENT FOR 48150 GRAND RIVER A VENUE, NOVI, MICHIGAN THIS PURCHASE AGREEMENT ("Agreement") is made and entered by and between NOVI INVESTMENT PARTNERS LLC, a Massachusetts limited liability company 232 Summit Avenue, Suite 103, Brookline, MA 02446 ("Seller") and the COUNTY OF OAKLAND, a Constitutional and Municipal Corporation, 1200 N. Telegraph Road, Pontiac, Michigan 48341 ("Purchaser") for the purchase of real property and the building, and structures located thereon, located at 48150 Grand River A venue, Novi, Michigan with a parcel identification number of 22- 17-226-003, which is specifically described and depicted in Exhibit A ("Premises"), including all rights, title, interests, mineral rights or mineral royalty interest in the Premises, if any. Exhibit A is fully incorporated into this Agreement. In consideration of the mutual covenants and agreements contained herein, receipt of which is acknowledged by the Parties, the Parties agree as follows: 1.PURCHASE PRICE/DEPOSIT/OTHER COSTS OR FEES. 1.1. Property Transferred. Seller shall sell and Purchaser shall purchase the Premises, subject to the terms and conditions of this Agreement. 1.2. Purchase Price. Subject to the adjustments and prorations provided for in this Agreement, the purchase price of the Premises is Five Million Six Hundred Seventy-Five Thousand Dollars and No Cents ($5,675,000.00) ("Purchase Price") payable as set forth in this Agreement. 1.3. Effective Date. This Agreement shall be effective on the date it is fully executed by the Parties ("Effective Date"). 1.4. Earnest Money Deposit. Within ten ( 10) calendar days after the Effective Date, Purchaser shall deposit with AT A National Title Group/Seaver Title, 42651 Woodward Avenue, Bloomfield Hills, MI, 48304 (the "Title Company") One Hundred Fifty Thousand Dollars and No Cents ($150,000.00) ("Deposit"). The Deposit shall be held in a non-interest-bearing account. The Deposit shall be applied toward the Purchase Price at the time of Closing, if the sale is consummated, or shall be disbursed to Seller or Purchaser in accordance with the terms of this Agreement. Notwithstanding any provision in this Agreement to the contrary, upon the expiration of the Inspection Period, the Deposit shall become non-refundable to Purchaser (except in the event of a default by Seller under this Agreement) and shall be released to Seller upon written demand. 1.5. Payment of Balance of Purchase Price. This is a cash sale. At the time of Closing, after applying the Deposit, the balance of the Purchase Price minus any costs adjusted at Closing shall be wired by Purchaser to the Title Company. 1.6 Broker's Fee. Seller shall pay a total brokerage commission equal to four percent (4.0%) of the Purchase Price at Closing. Said commission will be split equally, with COUNTY PURCHASE AGREEMENT (Final Version) 48150GRAND RIVER AVENUE, NOVI, MICHIGAN two percent (2.0%) payable to Newmark (Seller's Broker) and two percent (2.0%) payable to NAI Farbman (Purchaser's broker). Seller and Purchaser warrant that, except for Seller's Broker and Purchaser's Broker, they have not dealt with any real estate broker or salesperson with regard to this transaction. 2.TITLE CONVEYED. 2.1. Form of Conveyance. At Closing, Seller shall convey fee simple, marketable title to the Premises to Purchaser by covenant deed showing no exceptions, except for the "Permitted Exceptions" (as defined in Section 4). The Premises shall include all tenements, hereditaments, privileges and appurtenances owned by the Seller and belonging or in any way appertaining to the Premises including the following: (1) all future land division rights (2) all right, title and interest of Seller in any street, road or avenue, open or proposed, in front of or adjoining the Premises, or any part thereof, to the centerline thereof, if any(3) all water, air, riparian and mineral rights, if any (4) the use of appurtenant easements, whether or not of record, strips and rights of way abutting, adjacent, contiguous or adjoining the Premises, if any and (5) all assignable licenses, franchises, rights and governmental or other permits, authorizations, consents and approvals, which are necessary to own and/or operate the Premises, to the extent that the same are legally assignable .. The Premises shall also include the rights of Seller under any express or implied guaranties, warranties, indemnifications and other rights, if any, which Seller may have against suppliers, laborers, materialmen, contractors or subcontractors arising out of or in connection with the installation, construction and maintenance of the improvements, fixtures and personal property on or about the Premises. 2.2. Encumbrances. After Seller executes this Agreement and until the Closing Date or this Agreement is terminated, Seller shall not lease, assign, or grant a security interest or other lien that would encumber the Premises after the Closing Date, unless approved in writing by Purchaser. Seller warrants that any lease, assignment, security interest or other lien that encumbers or would encumber the Premises shall be terminated prior to the Closing Date or satisfied out of the consideration transferred at the time of Closing. 3.TITLE INSURANCE. 3 .1. Within ten (1 O} calendar days of the Effective Date, Seller shall obtain from the Title Company and deliver to Purchaser, a commitment for an ALT A Owner's Policy of Title Insurance in the amount of the total purchase price (the "Commitment"). The Commitment shall be issued by the Title Company, without standard exceptions subject to the Purchaser obtaining a "New Survey" in accordance with Section 5.2 herein(otherwise the Owner's Policy will be "with standard exceptions"), and shall bear a date later than the Effective Date, wherein 2 COUNTY PURCHASE AGREEMENT (Fin al Version ) 48150 GRAND RIVER AVENUE, NOVI, MICHIGAN 4. the Title Company is to insure the title to the Premises in the condition required herein. 3.2. At the time of Closing, Seller shall order and have a Policy of Title Insurance issued (in the name of Purchaser) pursuant to the Commitment. 3.3. The cost of the Commitment and the Policy of Title Insurance shall be paid for by Seller, and the Purchaser shall pay the cost of the New Survey and any endorsements. 3.4. Seller agrees to execute a standard form Owner's Affidavit at the Closing to assist in the Purchaser's efforts to obtain coverage without standard exceptions subject to the Purchaser obtaining a New Survey in accordance with Section 5.2 herein (otherwise the Owner's Policy will be "with standard exceptions"). In addition to the representations and warranties contained in said Owner's Affidavit, Seller agrees to execute an affidavit indicating the following: ( 1) Seller is not on notice, whether actual or anticipated notice, of any pending claims against Seller that would affect the sale of the Premises, and (2) there are no court orders prohibiting the sale of the Premises. TITLE OBJECTIONS. 4.1. Purchaser shall have fifteen (15) calendar days after receipt of the Commitment to object to the condition of the title, based upon written opinion of Purchaser's attorney, that the title is not marketable or that the Premises are not suitable for Purchaser's intended use (collectively "Title Defects"). If Purchaser fails to make any objections on or before the fifteen (15) day period, Purchaser shall be deemed to have accepted all exceptions to the Commitment and all said items shall be deemed a Permitted Exception for all purposes hereunder. 4.2. Upon written notice to Seller that, in the opinion of Purchaser's attorney, there are Title Defects, Seller shall have thirty (30) calendar days from the date Seller is notified of such defect(s) to do either of the following, at Seller's 's sole option: (1)remedy the Title Defects to Purchaser's satisfaction at Seller's sole cost or (2)obtain, at Seller's sole cost, a substitute commitment for title insurance insuring, in a manner satisfactory to Purchaser, Purchaser's title against such Title Defects, or (3) notify Purchaser that Seller is unwilling to remedy said Title Defects. 4.3. If Seller fails to remedy the Title Defects or obtain a substitute commitment for title insurance within said period, 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 Date until such time as the claimed Title Defects can be remedied, if such defects can be remedied in a reasonable time, or (3) terminate this Agreement and receive a full refund of the Deposit and neither Seller nor Purchaser shall have any further duties or obligations under this Agreement except those that expressly survive a termination of this Agreement. 3 COUNTY PURCHASE AGREEMENT (Final Version) 48150 GRAND RIVER AVENUE, NOVI, MICHIGAN 4.4. If Seller remedies the Title Defects or obtains a title policy within the time period and Purchaser does not elect to terminate this Agreement, Purchaser shall complete the sale of the Premises within fifteen (15) calendar days of written notification thereof, but no sooner than the Closing Date specified herein. 4.5. For all purposes under this Agreement, all matters appearing on the Commitment and the New Survey which are not timely objected to by Purchaser in accordance with this Agreement shall be deemed "Permitted Exceptions." 5.INSPECTION PERIOD AND DUE DILIGENCE INVESTIGATIONS. 5.1. Inspection Period and Due Diligence Investigation/Examination. Purchaser shall have forty-five (45) calendar days from the Effective Date ("Inspection Period") to conduct due diligence property investigations/examinations at Purchaser's sole cost and expense, including but not limited to the following: ( 1) physical inspections, (2)testing of all aspects of the Premises, (3) above and below ground environmental assessments, (4) building inspections, (5) review of easements and restrictions of record, (6) investigation of availability and condition of utility/sewer services, (7) review of any existing service agreements, (8) review of any applicable zoning, building and use restriction, and (9) other examinations as Purchaser may deem necessary. Purchaser, in its sole discretion, may decrease the number of days in the Inspection Period by providing written notice to Seller. A modification of the days in the Inspection Period, under this Section, shall be approved and executed by the Oakland County Board of Commissioners Chairperson. 5.2. Survey. Purchaser shall, at its expense, have ten (10) business days from the Effective Date to obtain an ALT A/ ACSM boundary survey of the Premises ("New Survey"). Purchaser shall have fifteen ( 15) calendar days from the receipt of the New Survey to determine if it matches the Premises described in Exhibit A. If in the written opinion of Purchaser's attorney, the New Survey does not match the Premises described in Exhibit A, Seller (at its sole cost) shall have thirty (30) calendar days from the date Seller is notified, in writing, of the particular defect(s), in which to attempt to remedy the defects to Purchaser's satisfaction. If Seller fails to or cannot remedy the defects, Purchaser may do any of the following, at its sole option: (1) waive the defects and close subject to same, or (2) terminate this Agreement. If Seller remedies the defects and Purchaser does not elect to terminate the Agreement, then Purchaser shall complete the sale of the Premises within fifteen ( 15)calendar days of written notification thereof, but no sooner than the Cl osing Date specified herein. If Purchaser terminates this Agreement pursuant to this Section, it shall receive a full refund of the Deposit. 5.3. Phase I Environmental Assessment. 4 COUNTY PURCHASE AGREEMENT (Final Version) 48150 GRAND RIVER A VENUE, NOVI, MICHIGAN 5.3.1. Purchaser shall, at its sole expense, obtain a Phase I Environmental Site Assessment ("Phase I") performed consistent with applicable ASTM standards within the Inspection Period. 5.3.2. If Purchaser is not satisfied with the results of the Phase I, for any reason, then Purchaser may terminate this Agreement and receive a full refund of the Deposit. If the Phase I identifies any adverse environmental conditions or one or more Recognized Environmental Conditions (as defined under ASTM E 1527-21) on the Premises, Purchaser may, at its sole option and cost, commission a Phase II Environmental Site Assessment ("Phase II") in response to such finding(s) in lieu of termination. Purchaser shall notify Seller within ten (10) calendar days after receipt of the Phase I if it elects to terminate this Agreement for environmental reasons or perform a Phase II. 5.3.3. If the Phase I identifies any adverse environmental conditions or one or more Recognized Environmental Conditions (as defined under ASTM El 527-21) on the Premises and Purchaser elects to perform a Phase II in response to such finding(s), then the Inspection Period shall automatically extend for another sixty (60) calendar days from the date Purchaser notified Seller of such election. Purchaser shall deliver a copy of the Phase I to Seller concurrently with such notice. If Purchaser is not satisfied with the results of the Phase II, for any reason, then Purchaser may terminate this Agreement and receive a full refund of the Deposit. 5.3.4. If Purchaser fails to terminate this Agreement on or before 11 :59pm eastern time on the last day of the Inspection Period, as may be extended pursuant to Section 5.3.3, then, except in the event of Seller's default, the Deposit shall become non-refundable to Purchaser, but shall be applicable to the Purchase Price at Closing. 5.4. Purchaser may perform any other investigations during the Inspection Period that it, in its sole discretion, shall deem appropriate. 5.5. Seller shall, no later than five (5) calendar days after the Effective Date, tum over to Purchaser copies of the following documents and information to the extent Seller has related to the Premises in its possession: environmental reports, surveys, building floor plans, easements, deed restrictions, and past title commitments. Should Seller delay in turning over the above-referenced documents/information, then the Inspection Period shall extend one day for each day such documents/information is not turned over to Purchaser. Purchaser acknowledges and agrees that all documentation and information delivered to Purchaser by Seller shall be returned promptly to Seller if the transaction herein contemplated is not consummated. Except as provided or permitted by law, all non-public information provided by Seller to Purchaser under this Section will be treated by Purchaser as confidential and shall not be disclosed to any parties, except for Purchaser's agents, 5 COUNTY PURCHASE AGREEMENT Fin al Version ) 48150 GRAND RIVER A VENUE, NOVI, MICHIGAN 6. employees, potential investors, potential lenders, accountants and attorneys unless compelled to do so under legal process. 5.6. Nothing in this Agreement will prohibit the Parties from modifying or extending the Closing Date if such changes are necessary based upon the due diligence property investigations. Such modification or extension must be in writing and signed by both Parties. For Purchaser, a modification or extension under this Section shall be approved and executed by the Oakland County Board of Commissioners Chai rperson. 5.7. Notwithstanding any other provision in this Agreement, prior to the expiration of the Inspection Period, Purchaser may terminate this Agreement, in its sole discretion, by giving written notice to Seller that it is not satisfied with the condition of the Premises, as evidenced by the due diligence investigations. If Purchaser terminates this Agreement pursuant to this Section, Purchaser shall be entitled to a full refund of the Deposit and neither Seller nor Purchaser shall have any further duties or obligations under this Agreement except those that expressly survive a termination of this Agreement. 5.8 All Due Diligence shall be conducted at Purchaser's sole cost and expense. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Premises pursuant to this Agreement to be performed in a manner that does not disturb the Premises. Further, if the Premises is damaged in any way in connection with Purchaser's exercise of its rights under this Agreement, Purchaser hereby covenants and agrees to promptly repair any damage and restore the Premises to its condition immediately prior to such activities at Purchaser's sole cost and expense. All of the obligations of Purchaser under this Section 5.8 shall survive both the consummation of the sale contemplated hereunder and any earlier termination of this Agreement. 5.9 This Agreement is contingent upon the due diligence investigations and requirements set forth in this Section. CLOSING, AND CLOSING DOCUMENTS. 6.1. If this offer is accepted by Seller and the Oakland County Board of Commissioners and if Seller can convey fee simple, marketable title and comply with all of contingencies set forth in this Agreement, then Purchaser shall complete the sale within fifteen (15) calendar days of the expiration of the Inspection Period ("Closing Date" or "Closing"). 6.2. The Closing shall be held at the offices of the Title Company. The Title Company will prepare the necessary documents for signatures. 6 COUNTY PURCHASE AGREEMENT (Fin al Version 48 I 50 GRANO RIVER A VENUE, NOVI, MICHIGAN 6.3. Seller, at least five (5) calendar days prior to the Closing Date, shall submit to Purchaser all closing documents required for this sale. 6.4. Seller shall sign and deliver at Closing, a statutory form Covenant Deed conveying fee simple, marketable title to the Premises and warranting that Seller has not sold or encumbered the Premises during Seller's period of ownership, inclusive of all minerals rights or royalties, if any, (pursuant to Michigan law) in the condition required by this Agreement, subject to the Permitted Exceptions, and a Non­ Foreign Persons Affidavit. 6.5. All financial encumbrances upon the Premises shall be paid and discharged by Seller prior to the Closing Date or shall be paid and discharged by the Seller at Closing. Upon the request of Purchaser, Seller shall provide written documentation that all financial encumbrances shall be discharged at Closing. 6.6. Seller will pay the cost of the Owner's Policy (excluding expenses for issuing the New Survey and any Endorsements), the fees of Seller's attorney, all documentary and state, county and municipal property transfer taxes relating to the instruments of conveyance contemplated herein, all Broker commissions and one-half(½) of the cost of any Title Company escrow, closing or document preparation fees hereunder. Purchaser shall pay for the cost of the New Survey, any endorsements to the Owner's Policy, the fees for recording of the Covenant Deed, all fees and costs associated with Purchaser's due diligence, the fees for Purchaser's attorney, and one-half(½) of the cost of any Title Company escrow, closing or document preparation fees hereunder. 6.7. At the Closing, Seller will sign an Owner's Affidavit on the Title Company's standard form, suffi cient to permit the Title Company to delete the standard Schedule B exceptions, subject to the Purchaser obtaining a New Survey. 6.8. At the Closing, Seller will sign a Certificate of Accuracy, regarding the Representations made by Seller in Section 12. At the Closing, Purchaser will sign a Certificate of Accuracy, regarding the Representations made by Purchaser in Section 13. 6.9. Seller and Purchaser will sign and/or prepare any other documents necessary to complete the sale and transfer of the Premises. 6.10. Seller will provide to Purchaser an accounting of all rents and fees, if any, that pertain to the Premises and were paid to Seller for periods that extend beyond the Closing Date. The rents for periods that extend beyond the Closing Date shall be prorated back to the Closing Date and such amount shall be a credit to Purchaser against the Purchase Price, as well as any other adjustments or charges as reflected by the closing statement. 7 COUNTY PURCHASE AGREEMENT (Fin al Version ) 48150 GRAND RIVER A VENUE, NOVI, MICHIGAN 7. 8. 9. 10. 6.11. The Seller currently leases the Premises to the Purchaser pursuant to a lease with a Commencement Date of June I, 2024 ("Existing Lease"), which is attached and incorporated hereto as Exhibit B. As of the Effective Date, the Parties acknowledge that the Existing Lease is in full force and effective and that neither Party is in default/breach of the Existing Lease. On the Closing Date, the Parties shall execute a Lease Termination Agreement, which is attached hereto as Exhibit C. Any prepaid rent paid by Purchaser, under the Existing Lease, attributable to any period after the Closing Date shall be credited to Purchaser as a reduction in the Purchase Price, based on a 30 day month. Any unutilized Tenant Improvement Allowance under the Existing Lease, at the Closing Date, shall be credited to Purchaser as a reduction in the Purchase Price. 6.12. Under the Existing Lease, Tenant is currently responsible for the payment of all real property taxes assessed against the Premises. Accordingly, no proration of real property taxes shall be made at Closing. Seller represents that there are no delinquent property taxes, special assessments, or IRS liens on the Premises as of the Effective Date. In the event any such delinquent taxes, assessments, or liens are discovered prior to or at Closing, Seller shall be solely responsible for the payment and satisfaction thereof. POSSESSION. Purchaser shall have possession of the Premises on the Closing Date. RIGHT OF ENTRY AND ACCESS. 8.1. During this Agreement, Purchaser and its employees, contractors, and agents shall have the right to enter and access the Premises at reasonable times for the purpose of surveying, testing, performing environmental impact studies, site planning, and other inspections or testing Purchaser deems necessary or desirable to determine if the Premises are suitable for Purchaser's use. 8.2. All inspections or testing shall be coordinated with Seller. DEFAULT OF SELLER. In the event Seller shall default in the performance of its obligations herein, Purchaser, shall , in its sole discretion, and as its sole and exclusive remedy, elect to proceed under either 9.1 or 9.2, but not both. 9.1. Purchaser may specifically enforce this Agreement and require specific performance of this Agreement by judicial decree, provided that such action must be commenced within one hundred twenty (120) days following Purchaser's discovery of Seller's default; or 9.2. Purchaser may terminate this Agreement and receive a full refund of the Deposit. DEFAULT OF PURCHASER. In the event Purchaser shall materially default in the performance of its obligations herein, Seller may declare that Purchaser has forfeited all 8 COUNTY PURCHASE AGREEMENT (Fin al Version ) 48150 GRAND RIVER A VENUE, NOVI, MICHIGAN 11. 12. rights hereunder and retain the Deposit as liquidated damages. The retention of the Deposit by Seller shall cancel this Agreement and Purchaser shall be released from any further liability under this Agreement except as to the obligations which expressly survive termination of this Agreement. RISK OF LOSS. No risk of loss shall pass to Purchaser prior to the Closing Date. Except as otherwise provided in this Agreement, Purchaser acknowledges the following: (I) 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 Purchaser to inspect the Premises to determine if they are satisfactory to Purchaser. WARRANTIES BY SELLER. Seller warrants to Purchaser and certifies the following by execution of this Agreement: 12.1. Seller has full authority to enter into and perform this Agreement in accordance with its conditions, without breaching or defaulting any obligation or commitment that Seller has to any third parties; Seller will provide Purchaser with any necessary resolutions, waivers and consents or other documents that verify Seller has the requisite authority; 12.2. Seller is the fee simple owner of the Premises and will discharge any liens or other Monetary Liens or encumbrances on or prior to the Closing Date; 12.3. Except for the Existing Lease, to 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 Purchaser's right to receive fee title absolute; 12.4. To 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 Seller's ability to convey the Premises; 12.5. Seller has no notice or knowledge of any of the following: 12.5. I. any planned or commenced public improvements that might result in special assessments or otherwise directly and materially affect the Premises; 12.5.2. any government agency or court order requiring corrections of any existing conditions; and 12.5.3. any request by an insurer or a mortgagee of the Premises requiring correction of any existing conditions; and 12.6. During the period of Seller's ownership of the Premises, Seller has not used the Premises for the purpose of disposing, refining, generating, manufacturing, producing, storing, handling, treating, transferring, processing or transporting Hazardous Materials. As used in this Agreement, the term "Hazardous Materials" 9 COUNTY PURCHASE AGREEMENT (Final Version) 48150 GRAND RIVER A VENUE, NOVI, MICHIGAN 13. 14. 15. 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, 21 l and 213 of the Natural Resources Environmental Protection Act, and all rules, regulations and policies promulgated thereto (collectively, the "Environmental Laws"). WARRANTIES BY THE PURCHASER. Purchaser warrants the following to Seller: 13.1. Purchaser is a Michigan Constitutional and Municipal Corporation; and 13.2. Purchaser has full authority and funding to enter into and perform this Agreement in accordance with its conditions. SUR VIV AL OF THE WARRANTIES. The warranties of the Parties contained in this Agreement shall survive for one (I) year after the Closing Date. " AS-IS". Except as expressly set forth in this Agreement, it is understood and agreed by Purchaser that Seller is not making and has not made, and that Purchaser is not relying upon, any warranties or representations or guarantees of any kind or character, whether express, implied or statutory, of any kind, nature, or type whatsoever from or on behalf of Seller, including without limitation, warranties, representations or guarantees with respect to the quality, character, or condition of the Premises (including the presence of any Hazardous Materials on, at, under or emanating from the Premises, or any Hazardous Use on or about the Premises), whether latent or patent, habitability, merchantability, fitness for a particular purpose, zoning, tax consequences, patent physical or environmental conditions, utilities, operating history or projections, valuation, governmental approvals, or the compliance of the Premises with governmental laws or with respect to the value, profitability or marketability of any part of the Premises, or with respect to any other matter or thing relating to or affecting the Premises. Purchaser acknowledges and agrees that upon Closing Seller shall sell and convey to Purchaser and Purchaser shall accept the Premises "AS IS, WHERE IS, WITH ALL FAULTS", except to the extent expressly provided otherwise in this Agreement. Purchaser represents and warrants to Seller that upon expiration of the Investigation Period, Purchaser will have had ample opportunity to make a proper inspection, examination and investigation of the Premises to familiarize itself with its physical condition and that Purchaser will do so to its satisfaction. Further, anything in this Agreement to the contrary notwithstanding, in no event shall Seller be liable for incidental, special, exemplary or consequential damages, including, without limitation, loss of profits or revenue, interference with business operations, loss of tenants, lenders, investors, buyers, diminution in value of the Premises , or inability to use the Premises, due to the condition of the Premises. Seller and Purchaser agree that the provisions of this Section 15 shall survive the Closing. COUNTY PURCHASE AGREEMENT (Final Version) 48150GRAND RIVER AVENUE, NOVI, MICHIGAN 16.CONDEMNATION/EMINENT DOMAIN. 16.1. 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 the Closing Date, Purchaser may, at its option, terminate this Agreement by giving written notice to Seller. If Purchaser elects to terminate this Agreement as a result of a condemnation proceeding or exercise of eminent domain, then Purchaser shall receive a full refund of the Deposit. 16.2. If Purchaser does not elect to terminate this Agreement in the event of the exercise of eminent domain or condemnation, Purchaser shall accept title to the Premises without any reduction of the purchase price and Seller shall assign to 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: Seller: NOVI INVESTMENT PARTNERS LLC 232 Summit A venue, Suite 103 Purchaser: Brookline, MA 02446 Attention: Kenneth Lewis County of Oakland Attention: Chairperson, Oakland County Board of Com missioners 1200 North Telegraph Road Pontiac, Michigan 48341 Property Management Specialist County of Oakland Department of Facilities Management One Public Works Dr. Waterford, Michigan 48328 248-858-5380 Oakland County Corporation Counsel Attn: Director 1200 North Telegraph Road Pontiac, Michigan 48341 1 7. 1. Any Party may change its address for notice by providing notice as required by this Section. Any notice by either Party shall be sufficient if signed on behalf of said Party by any elected or appointed official thereof. 18.TIME OF THE ESSENCE. Time is of the essence for this Agreement. 11 COUNTY PURCHASE AGREEMENT (Final Version) 48150 GRAND RIVER AVENUE, NOVI, MICHIGAN 19. 20. 21. 22. 23. 24. 25. 26. COMPLIANCE WITH LAWS. The Parties shall comply with all federal, state, and local laws, statutes, ordinances, and regulations, applicable to their activities under this Agreement. NO IMPLIED W AIYER. Absent a written waiver, no act, failure to act, or delay to act by a Party to pursue or enforce any right or remedy under this Agreement shall constitute a waiver of those rights 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. 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. 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. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments, rescissions, waivers, or releases to this Agreement must be in writing and signed by both Parties. 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. COUNTERPARTS. This Agreement may be executed in one or more counterpart copies, all of which together shall constitute and be deemed an original and shall constitute one and the same instrument binding on the Parties. ENTIRE AGREEMENT. This document represents the entire agreement and understanding between the Parties. This Agreement supersedes all other prior oral or 12 COUNTY PURCHASE AGREEMENT (Final Version) 48150 GRAND RIVER A VENUE, NOVI, MICHIGAN 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. PURCHASER: County of Oakland By: David T. Woodward, Chairperson, Oakland County Board of Commissioners The Agreement was acknowledged before me in Oakland County, Michig an on this ____ day of _____ ,202_by ____________ _ __________ , Notary Public Oakland County, Michigan Acting in Oa kland County, Michigan. My Commission expires: ____ _ 13 COUNTY PURCHASE AGREEMENT (Fin al Version ) 481 SO GRAND RIVER A VENUE, NOVI, MICHIGAN SELLER: Novi Investment Partners, LLC A Massachusetts limited liability company By: Corey Hill Partners, LLC lffi� By: Kenneth G. Lewis I ts: Manager The Agreement was acknowledged before me in Norfolk County, Massachusetts on this � � day of f\f)A.\\ , 2026 by Kenneth G. Lewis, Manager of Corey Hill Partners LLC.Notary Public Acting in Norfolk County, Commonwealth of Massachusetts My Commission expires: t\\l.S\l,.\\ \:\,, 'a-� . � LISETTE SANCHEZ® Notary Public Com:onwea/t� of Massachusetts Y C:omm1ufon ExpiresAugust 14, 2031 14 COUNTY PURCHASE AGREEMENT (Final Version)48150 GRAND RIVER A VENUE, NOVI, MICHIGAN EXHIBIT A-LEGAL DESCRIPTION The Land referred to herein below is situated in the City of Novi, County of Oakland, State of Michigan, and is described as follows: A parcel of land in the Northeast 1/4 of Section i7, Town 1 North, Range 8 East, City of Novi, Oakland County, Michigan, being more particularly described as follows: Commencing at the North 1/4 corner of Section 17 and proceeding along the North and South 1/4 line of said Section 17; thence South 02 degrees 46 minutes 41 seconds East 382.13 feet to the Point of Beginning; thence South 73 degrees 26 minutes 47 seconds East 692.00 feet; thence South 16 degrees 33 minutes 03 seconds West 325.00 feet to a point on the Northerly right of way line of Grand River Aven ue (100 feet wide); thence along said Northerly right of way line North 73 degrees 26 minutes 47 seoonds West 578.00 feet to a point on the North and South 1/4 line of said Section 17; thence along the North and South 1/4 line of said Section 17, North 02 degrees 46 minutes 41 seconds West 344.42 feet to the Point of Beginning. Commonly known as: 48150 Grand River Ave, Novi, MI 48374 Tax Item No. 22-17-226-003