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HomeMy WebLinkAboutResolutions - 2008.01.17 - 9450REPORT (IiiSC. 107291) January 17, 2007 BY: Planning and Building Committee, Sue Ann Douglas, Chairperson IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION — APPROVAL AND ACCEPTANCE OF PURCHASE AGREEMENT FOR THE ACQUISITION OF APPROXIMATELY 17.29 ACRES OF LAND IN THE TOWNSHIP OF ROSE FOR EXPANSION OF ROSE OAKS COUNTY PARK To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Planning and Building Committee, having reviewed the above-titled resolution on December 4, 2007, reports with a recommendation that the resolution be adopted. Chairperson, on behalf of the Planning and Building Committee, I move acceptance of the foregoing report. PLANNING AND BUILDING COMMITTEE PLANNING & BUILDING COMMITTEE VOTE: Motion carried on a roll call vote with Gingell absent. REPORT (MISC. 107291) January 17, 2007 BY: Planning and Building Committee, Sue Ann Douglas, Chairperson IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION — APPROVAL AND ACCEPTANCE OF PURCHASE AGREEMENT FOR THE ACQUISITION OF APPROXIMATELY 17.29 ACRES OF LAND IN THE TOWNSHIP OF ROSE FOR EXPANSION OF ROSE OAKS COUNTY PARK To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: The Planning and Building Committee, having reviewed the above-titled resolution on December 4, 2007. reports with a recommendation that the resolution be adopted. Chairperson, on behalf of the Planning and Building Committee, I move acceptance of the foregoing report. PLANNING AND BUILDING COMMITTEE PLANNING & BUILDING COMMITTEE VOTE: Motion carried on a roll call vote with Gingell absent. MISCELLANEOUS RESOLUTION #07291 December 13, 2007 BY: General Government Committee. Christine Long, Chairperson IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION — APPROVAL AND ACCEPTANCE OF PURCHASE AGREEMENT FOR THE ACQUISITION OF APPROXIMATELY 17.29- ACRES OF LAND IN THE TOWNSHIP OF ROSE FOR EXPANSION OF ROSE OAKS COUNTY PARK To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS, pursuant to the authorization of the Oakland County Planning and Building Committee, the Oakland County Parks and Recreation Commission and the Department of Facilities Management, with the assistance of Oakland County Corporation Counsel, have negotiated the terms and conditions of the attached Purchase Agreement with the Holly Area School District for the purchase of approximately 17.29 acres of land in Rose Township: and WHEREAS, said Purchase Agreement was recommended for approval by the Oakland County Parks and Recreation Commission on November 7, 2007; and WHEREAS, the Oakland County Parks and Recreation Commission has budgeted sufficient funds from its land acquisition fund to complete the purchase of said property; and WHEREAS, pursuant to the terms and conditions of said Purchase Agreement the County of Oakland shall pay Holly Area School District the sum of $185,000 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, the Departments of Facilities Management and Corporation Counsel have reviewed and/or prepared all necessary documents related to the attached Purchase Agreement and recommend its approval. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves and accepts the terms and conditions of the attached Purchase Agreement between the County of Oakland, as purchaser, and the Holly Area School District, seller for a cash sale purchase. BE IT FURTHER RESOLVED that the County of Oakland Board of Commissioners hereby directs its Chairperson or his designee to execute the attached Purchase Agreement and all other related documents between the County of Oakland and the Holly Area School District, which may be required to complete the purchase of said property. Chairperson, on behalf of the General Government Committee, i move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE • , GENERAL GOVERNMENT COMMITTEE VOTE: Motion carried on a roll call vote with Suarez absent. $1,591 NA Approval and Acceptance Of Purchase Agreement — Holly Area School District Property Parcel No. 06-09-251-001 and 06-09-201-006 Rose Oaks County Park On May 16, 2006 pursuant to the rules and procedures of the Oakland County Board of Commissioners the Planning and Building Committee authorized staff to begin negotiations for the purchase of two parcels of land totaling approximately 17.29-acres for expansion of Rose Oaks County Park. The Departments of Parks and Recreation and Facilities Management with the assistance of County Corporation Counsel have negotiated the terms and conditions of the attached purchase agreement to acquire the above referenced parcels. Description of property: Two generally rectangular shaped parcels consisting of 12.42-ac. and 4.87-ac. The topography of the property is rolling with open areas and heavily wooded areas. The property is improved with an older activity building and restroom building. Both are considered to be in fair condition. The property directly abuts the north property line of Rose Oaks County Park. Estimated acquisitions costs: Oakland County expenses: Purchase Price: $185,000 (Earnest money deposit: $10,000). Phase I Environmental Assessment: 2.500 Phase II Environmental Assessment: 4,000 (if necessary) Title Insurance & Closing 1,000 Survey 2,500 Estimated Total Cost: $195,000 Seller expenses: Property transfer tax: Property Tax Proration: Appraised value: $180,000 to $225.000. Funding: Oakland County Parks and Recreation Commission Land Acquisition Fund. The purchase is conditioned upon receipt of a negative Environmental Assessment report and subject to final approval by the Oakland County Board of Commissioners. Seller/owner of record: Holly Area School District. It is the recommendation of the Oakland County Parks and Recreation Commission and the Department of Facilities Management that the Oakland County Board of Commissioners accepts and approves the attached purchase agreement. The Holly Area School District Board approved the sale of the property on September 25. 2006. mdh Easement Access at Street PURCHASE AGREEMENT THIS AGREEMENT made and entered into this day of , 2007, by and between the Holly Area School District, a Michigan general powers school district organized and operating under the provisions of the Revised School Code, MCLA 380.1, et seq., whose address is 111 College Street, Holly, MI 48442 (hereinafter "Seller") and the COUNTY OF OAKLAND, a Michigan Municipal and Constitutional Corporation, whose address is 1200 N. Telegraph Road, Pontiac, Michigan 48341 (hereinafter "Purchaser"), for the purchase of all right(s), title and interest in the real property, described below, located in the Township of Rose, County of Oakland, State of Michigan (hereinafter the "Premises"); said Premises described as: Parcel No. 06-09-251-001 Part of the West 1/2 of the Northeast 1/4 of Section 9, T4N, R7E, Rose Township, Oakland County, Michigan, described as follows: Beginning at the center of Section 9, thence along the N-S 'Aline of said Section 9 North 01°06'30" East 863.46-feet; thence East 596.13 feet, thence along the Westerly right of way line of the Chesapeake and Ohio Railroad South 03°00'40" East 864.18 feet; thence along the E-W 1/4 line of said Section 9 West 658.23 feet to the point of beginning. Containing 12.42 acres. Subject to a 30 foot wide easement for ingress and egress, said easement being the East 30 feet of the North 216.33 feet of said premises. Said easement being for the use and benefit of the premises adjoining the above described parcel on the North. Also, conveying a non-exclusive 12 foot wide easement for ingress and egress from the public road (Buckhom Lake Road) to the premises above described. The North line of said 12 foot wide easement being described as follows: Beginning at a point on the Easterly right of way line of Chesapeake and Ohio Railroad which bears East 658.23 feet and North 03°00'40" West, 677.91 feet and North 87°33'20" East, 100.00 feet from said center of Section 9; thence North 87°33'20" East, 623.69 feet to the Centerline of Buckhom Lake Road being the Easterly terminus. Said terminus point being North 707.85 feet from the Southeast corner of the West 1/2 of the NE Vt of said Section 9, Parcel No. 06-09-201-006 Part of the West 1/2 of the Northeast 1/4 of Section 9, T4N, R7E, Rose Township, Oakland County, Michigan, described as follows: Beginning at a point on the North-South Vs line of said Section 9, which bears S 01'06'30" West 1,430.44-feet; thence S 89°49'40" East 570.23 feet, along the Westerly right of way line of the Chesapeake and Ohio Railroad 37.23 feet on a curve to the left, Radius 2,894.93-ft., Central angle 00°44'13" Chord bearing S 02°38'33 - East 37.23 feet and South 03°00'40" East 326.18-ft.; thence West 596.13-ft.: thence along the North-South 'A line of said Section 9 N 01°0630" East 364.70 feet to the point of beginning. Subject to the rights of the public and any governmental unit in any part thereof taken, used or deeded for street, road or highway purposes. Containing 4.87 acres. 1 1. PURCHASE PRICE/CONSIDERATION Subject to the adjustments and prorations provided for in this Agreement, the purchase price of the Premises shall be One Eighty-five Thousand and 00/100 Dollars ($185,000.00) payable as follows: Earnest Money Deposit. Purchaser will tender to Seller upon Seller's acceptance of this Agreement a draft in the amount of Ten Thousand Dollars ($10,000.00) which Seller acknowledges as good and sufficient Consideration for accepting this Purchase Agreement. Said deposit shall be held by the Philip F. Greco Title Insurance Company, 185 Elizabeth Lake Road, Pontiac, Michigan ("Title Company"). The deposit shall be applied toward the purchase price at the time of closing or be disbursed to the Seller or the Purchaser in accordance with the terms of this Agreement. 1.2 Payment of Balance of Purchase Price. This is a cash sale. At the time of closing, after applying the earnest money deposit and any interest thereon to the purchase price, the balance of the purchase price minus any costs adjusted at closing will be tendered to Seller by Purchaser or wired by Purchaser to Seller's bank, at Seller's option. 1.3 Acceptance. The Oakland County Board of Commissioners shall have thirty (30) days from the date of Seller's acceptance of this Agreement, to accept this Agreement on behalf of the County of Oakland. If the Oakland County Board of Commissioners does not accept this Agreement, then it shall be null and void, and the deposit and interest shall be returned to the Purchaser. 1.4 Due Diligence Contingency. This Purchase Agreement is contingent upon the Due Diligence requirements set forth in Section 5, and its sub-paragraphs, of this Agreement. 2. TITLE CONVEYED 2.1 Title to the Premises shall be conveyed at the Closing from Seller by Warranty Deed showing no exceptions, except those exceptions to title identified in the Title Commitment delivered to Purchaser under Section three (3), and as provided in Section 12.1. 2.2 Upon execution of this Purchase Agreement by Seller, Seller agrees not to lease, assign, or grant a security interest or any other interest or lien that would encumber the Premises after closing, and Seller warrants that any assignment, security interest or other lien that would encumber the Premises after closing shall be satisfied out of the consideration transferred at the time of closing. 1.1 3. TfILE INSURANCE & SURVEY Seller will procure from the Title Company a commitment for an ALTA owner's form of title insurance policy, a copy of which will be delivered to Purchaser, which policy will be marked up as of Closing and be effective and certified through the date of recording of the title documents, in an amount not less than the purchase price, certified to a date later than the acceptance hereof, and guaranteeing fee simple absolute title in an insurable and marketable condition. Seller agrees to execute a standard form Owner's Affidavit at closing to assist in Purchaser's efforts to obtain coverage without standard exceptions. Seller shall have no obligation to provide a boundary or other survey of the property. In addition to the representations and warranties contained in said Owner's Affidavit, Seller agrees to execute an affidavit indicating the following: (i) Seller is not on notice, whether actual or anticipated notice, of any pending claims against the Seller that would affect the sale of the property. (ii) There are no court orders prohibiting the sale of the property. 4. TITLE OBJECTIONS 4.1. Purchaser shall have twenty (20) days after receipt of the Title Policy to object to Seller, in writing, to the condition of the title, based upon the written opinion of the Purchaser's attorney that the title is not marketable. Upon written notice by Purchaser to Seller, Seller shall have thirty (30) days from the date Seller is notified of the particular defect(s) claimed, to either (1) remedy the defects, or (2) obtain at its own cost and expense a substitute commitment for title insurance, insuring in a manner satisfactory to Purchaser, the Purchaser's title against such defects claimed. If the Seller fails to remedy the defects or obtain a substitute commitment for title insurance within said period, Purchaser may at its sole option (1) waive said title defects and close subject to same; or, (2) defer the Closing until such time as the defect(s) can be remedied, if such defects can be remedied in a reasonable time; or, (3) terminate this Purchase Agreement. 5. DUE DILIGENCE INVESTIGATIONS The Purchaser will have 90 days after approval and acceptance of this offer by the Oakland County Board of Commissioners (hereinafter "Board"), to conduct the due diligence property investigations in paragraphs 5.1 through 5.3. During the 90 day period the Purchaser and its agents shall have access to the property in order to conduct the investigations listed below. If during the 90 or 180 (hereinafter specified) day periods the Purchaser, in its sole discretion, gives written notice to Seller that it is not satisfied with the condition of the Premises as evidenced by the due diligence investigations, then Purchaser shall be entitled to the return of its earnest money deposit and 3 any accrued interest thereon. Purchaser agrees not to cause any damage or make any unreasonable changes to the Premises. Purchaser shall be responsible for any property damage to the Premises and for bodily or personal injury or death arising out of or in any way related to the inspections. To the extent permitted by law, Purchaser shall protect, defend, indemnify, save and hold harmless Seller against any and all claims, liens, demands, fines, suits, actions, proceedings, ordinance, decrees, judgments, damage or liability (including reasonable attorney fees and expenses incurred by Seller with respect thereto) of any kind or nature (collectively, "Claims") arising out of or in any way related to the inspection, examination and investigation of the Premises by Purchaser and Purchaser's representatives. The provisions of this Section 5 shall survive the closing or termination of this Agreement. 5.1 ALTA/ACSM Boundary Survey. Purchaser shall obtain, at its own cost, a boundary survey of the property which complies with ALTA/ASCM standards. Upon receipt of the survey, the Purchaser shall provide a copy to the Seller. The survey shall be certified to both Seller and Purchaser. Purchaser shall have twenty (20) days from and after receipt of the survey to determine if the survey matches the property as described in the legal description. If in the written opinion of the Purchaser's attorney the survey does not match the property as described in the legal description, then upon written notice by Purchaser to Seller, Seller shall have thirty (30) days from the date Seller is notified of the particular defect(s) claimed, to remedy the defects. If the Seller fails to or cannot remedy the defects. Purchaser may at its sole option (1) waive said defects and close subject to same; or, (2) defer the Closing until such time as the defect(s) can be remedied; or, (3) terminate this Purchase Agreement. 5.2 Phase I Environmental Assessment. Purchaser shall have a Phase I Environmental Assessment ("Phase I") performed consistent with applicable ASTM standards, the cost of which shall be paid by the Purchaser. The Phase I Report shall be certified and the Purchaser shall obtain the consent of the entity performing the Phase I for the Seller to rely upon the findings and conclusions contained in the Phase I. If the Phase I Report discloses no environmental concerns, then the Parties will proceed to Closing pursuant to Section 6. If the Phase I reveals any contamination that would cause the property to be a Facility under Part 201 of the Michigan Natural Resources Environmental Protection Act, (MCL 324.20101et. seq.), hereinafter Part 201, then either party may: (i) terminate this Agreement and the Purchaser shall receive back its deposit and any accrued interest; or (ii) the parties may commission a Phase II Environmental Assessment. Each party shall notify the other within 15 days after receipt of the Phase I if it elects to terminate this Agreement for environmental reasons. If the Phase II discloses that the Premises is a Facility, and Purchaser elects to perform a Baseline Environmental Assessment (BEA) and the Seller consents in writing to same. then Purchaser shall have an additional 180 days from the time it elects to perform a BEA to submit the BEA together with a Due Care Plan to the 4 Michigan Department of Environmental Qi 'al ity (hereinafter MDEQ) for a liability determination pursuant to Sections 20126 and 20129a of the Natural Resources and Environmental Protection Act, If the Purchaser receives an exemption of liability from the MDEQ and MDEQ accepts the Purchaser's proposed use of the Premises, then (if the Seller determines that it is not subject to any claim or other liability) the parties will proceed to closing in accordance with paragraph 6. If Purchaser does not receive an exemption of liability from the MDEQ, or if MDEQ requires response activities to be performed, then Seller may: (i) terminate this Agreement and return to the Purchaser its deposit and any accrued interest; or (ii) subject to Seller's approval (if the Seller determines that it is not subject to any claim or other liability), proceed to closing pursuant to Section 6. Nothing in this Agreement will prohibit the Parties from modifying or extending the date for Closing if such changes are necessary based upon environmental issues. Such modification or extension must be agreed to in a written addendum to this Agreement signed by both parties. 5.3 Any other investigations that the Purchaser, in its sole discretion, shall deem appropriate. 6. CLOSING, AND CLOSING DOCUMENTS. 6.1 If this offer is accepted by the Seller, and if Seller can convey title as agreed and can comply with all of contingencies of sale described herein, the Purchaser agrees to complete the sale on or before February 1, 2007. 6.2 The Closing shall be held at the offices of the Title Company or any other mutually convenient location agreed upon by the parties. Purchaser, or the Title Company if Purchaser so elects, will prepare the necessary documents for signatures. 6.3 Purchaser shall notify Seller in writing, twenty (20) days in advance of the Closing date, and shall prepare and submit to Seller within ten (10) days of closing all Closing documents required by Purchaser. 6.4 At Closing Seller will sign and deliver a statutory form of a Warranty Deed conveying fee simple absolute title to the Premises, pursuant to Michigan law in the condition required by and subject to the exceptions contained in this Agreement, and a Non-Foreign Persons Affidavit, which documents will have also been reviewed and approved by Purchaser. Purchaser will pay for the recording of the Deed including any notary fees and Seller will pay the property transfer tax (revenue stamps), if any, due. 5 6.5 At Closing the Seller will sign an Affidavit of No Liens on the Title Company's standard form, sufficient to permit the Title Company to delete the standard Schedule B exceptions. 6.6 At Closing the Seller will sign a Certificate of Accuracy, regarding the Representations made by Seller in Section 13. 6.7 The Seller and Purchaser will sign and/or prepare other documents necessary to complete the sale and transfer of the Premises. 6.8 Seller will provide to Purchaser an accounting of all rents and fees (if any) that pertain to the Premises and were paid to Seller for periods that extend beyond the date of Closing. Those rents that are for periods that extend beyond the date of Closing shall be prorated back to the date of Closing and Seller shall tender to Purchaser a cashiers cheek in the amount of those prorated rents, as well as for any other adjustments or charges as reflected by the Closing Statement. 6.9 Current property taxes (if any) shall be prorated on the due date basis of the taxing authority, on the basis of a three-hundred sixty-five (365) day year; Seller being responsible for taxes up to and including the date of closing. 7, POSSESSION. Purchaser shall take possession of the Premises at Closing. 8. RIGHT OF ENTRY AND ACCES. While this Agreement is in effect, Purchaser and its employees and agents shall have the right to enter and access the Premises at reasonable times, with reasonable notice to the Seller, for the purpose of surveying, testing, environmental impact studies, site planning, and other such work as Purchaser deems necessary or desirable to determine the Premises' suitability for the conduct of Purchaser's business. Purchaser shall contact Steven Lenar, the Seller's Assistant Superintendent, Administrative Services, at (248) 328-3100 and obtain approval prior to entering and accessing Premises. However, in the event that this sale does not take place, then Purchaser, at its own expense, shall restore the property to substantially the same condition as exists on the date of this Agreement, to the extent such restoration is necessary due to Purchaser's actions. 9. DEFAULT OF SELLER. In the event Seller shall default in the performance of its obligations herein, the Purchaser, in addition to other remedies provided by law, may in its sole discretion, elect to: 9.1 Specifically enforce this Agreement and require specific performance of this contract by judicial decree; or 9.2 Demand a refund of the entire earnest money deposit and interest. Return of the deposit shall terminate this Agreement, unless Purchaser has elected to enforce this Agreement as provided above. 10. DEFAULT OF PURCHASER. In the event the Purchaser shall materially default in the performance of its obligations herein, Seller may, in its sole discretion, elect to: 10.1 Specifically enforce this Agreement and require specific performance of this contract by judicial decree; or 10.2 Declare that the Purchaser has forfeited all rights hereunder and retain the earnest money deposit as liquidated damages. The retention of the earnest money deposit by Seller shall cancel this Agreement and be a full and final satisfaction of all claims that the Seller may bring against Purchaser, unless the Seller has elected to enforce this Agreement as provided above. 11. RISK OF LOSS No risk of loss shall pass to Purchaser prior to Closing. Except as otherwise provided in Section 13, Purchaser acknowledges that Seller (a) has made no representations or warranties whatever with respect to the property (with the exception of title), whether the property complies with any laws, and (b) the inspection rights set forth below are sufficient to enable Purchaser to inspect the property to determine that it is satisfactory to Purchaser. Notwithstanding any other provisions contained in this Agreement, Purchaser is acquiring the property in its "AS IS" condition, with all faults. Except for the status of title as provided pursuant to the Warranty Deed required pursuant to Section 12.1 below, the Seller disclaims any and all warranties, express or implied, with regards to the Premises. 12. DOCUMENTS TO BE FURNISHED BY SELLER, 12.1 Seller agrees to provide Purchaser with a signed Warranty Deed at Closing, which Warranty Deed shall contain the following restrictions: (a) building and zoning laws, ordinances and regulations; 7 recorded and existing building and use restrictions, or other restrictions relating to the use or improvement of the Property; (c) recorded and existing restrictions, if any (d) recorded and existing utility or roadway easements and rights -of-way; and, (e) all other rights, restrictions, reservations, easements and other matters of record disclosed in the commitment for title insurance mentioned in Section 3, above. 13. WARRANTIES BY THE SELLER. The Seller warrants to the Purchaser and shall certify to the Purchaser upon the execution of this Agreement as follows: 13.1 The Seller has full authority to enter into and perform this Agreement in accordance with its conditions, without breaching or defaulting on any obligation or commitment that the Seller has to any third parties and will provide Purchaser with any necessary resolutions, waivers and consents, or other documents that verify Seller has the requisite authority, which documents can be attached hereto as Exhibit A. 13.2 The Seller is the fee simple owner of the Premises and will discharge any liens prior to closing. 13.3 To Seller's actual knowledge, the legal description set forth in this Agreement is an accurate description of the Premises and does not include any adjacent or contiguous land owned by the Seller. 13.4 To Sellers actual knowledge there are no leases, rights of first refusal, contracts, or other agreements of any kind with respect to the Premises which would impair the Purchasers right to receive fee title absolute. 13.5 To Sellers actual knowledge there are no lawsuits, actions, or proceedings pending, or, to the best of the Seller's knowledge, threatened by any party, including governmental authorities or agencies, against or involving the Premises which would affect the Seller's ability to convey title to the Premises. 13.6. The Seller has no actual knowledge of: (1) any planned or commenced public improvements that might result in special assessments or otherwise directly and materially affect the Premises; (2) any government agency or court order requiring corrections of any existing conditions; (b) 8 (3) any request by an insurer or a mortgagee of the Premises requiring correction of any existing conditions. 13.7 To Seller's actual knowledge, it has not used the Premises for the purpose of disposing of, refining, generating, manufacturing, producing, storing, handling, treating, transferring, processing or transporting Hazardous Materials. 13.8 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"). The terms to the "actual knowledge of Seller" or like phrases means the actual present and conscious awareness or knowledge, without any duty of investigation or inquiry, of Steven Lenar, the Seller's Assistant Superintendent, Administrative Services, but not otherwise and no other persons or entities. There shall be no personal liability on the part of Mr. Lenar with regards to any of the representations or warranties made by Seller in this Agreement. 14. WARRANTIES BY THE PURCHASER. The Purchaser warrants to the Seller as follows; The Purchaser is a Michigan Municipal and Constitutional Corporation. (2) The Purchaser has full authority and funding to enter into and perform this Agreement in accordance with its conditions, and will provide Seller with pertinent resolutions which can be attached as Exhibit B. 15. SURVIVAL OF THE WARRANTIES. The warranties of the Parties contained in this Purchase Agreement shall survive for six (6) months after Closing. (1 ) 9 16. LIABILITY Seller shall be liable for and defend any and all alleged losses, claims, suits, causes of action, litigation, or other demands for damages of any kind, pertaining to the Premises prior to Closing, except those losses, claims, suits, causes of action, litigation, or other demands for damages, arising out of or in any way related to the acts of Purchaser, its employees, consultants or agent(s) while performing any surveys or due diligence inspections of the Premises prior to the Closing. 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. 17. BINDING EFFECT. 17.1 The covenants herein shall be binding upon and inure to the benefit of the administrators and governing body of the parties, as well as any successor administrators or successor governing bodies of the parties. 17.2 This agreement is not binding until executed by both parties. 18. CONDEMNATION. In the event of the institution or proposal of institution of condemnation proceedings prior to Closing, Purchaser shall have the option, in its sole discretion, to terminate this Agreement and receive back the earnest money deposit and any accrued interest, or proceed to Closing. If Purchaser proceeds to Closing, Seller shall assign to Purchaser any and all of Seller's rights to any award or future award pertaining to the Premises, or shall pay to Purchaser any actual payment or award made to Seller as a result of the institution or proposal to institute condemnation. 19. 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: Steven Lenar Assistant Superintendent, Administrative Services Holly Area School District 111 College Street Holly, Michigan 48442 10 With a copy to: Gordon W. Van Wieren, Jr., Esq. Thrun Law Firm, P.C. 2900 West Road, Suite 400 East Lansing, Michigan 48823 Purchaser: Michael Hughson County of Oakland Facilities Management 1 Public Works Dr. Waterford, Michigan 48328 Any party may, by notice given as aforesaid, change its address for any notice. Any notice by either party shall be sufficient if signed on behalf of said party by any elected or appointed official thereof. 20. TIME OF THE ESSENCE. Time is of the essence for this Agreement. 21. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan that are applied to contracts made and to be performed in this State. Venue for any disputes shall be the Oakland County Circuit Court, the Fiftieth District Court, or the United States District Court for the Eastern District of Michigan, unless this paragraph violates any provision of the Michigan Court Rules, or the United States Code. 22. USE OF WORDS. The pronouns and relative words used in this Agreement shall be read interchangeably in masculine, feminine or neuter, singular or plural, as the context requires. 23. SEVERABILITY. If a term, condition, or provision of this Agreement is found, by a court of competent jurisdiction, to be invalid, unenforceable, or to violate or contravene federal or state law, then the term, condition, or provision shall be deemed severed from this Agreement; all other terms, conditions and provisions shall remain in full force and effect. 24. WAIVER. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in one or more instances, shall be deemed or construed as a further continuing waiver of a term, provision or condition of this Agreement 25. BINDING EFFECT. The terms and conditions of this Agreement shall be binding and shall inure to the benefit of the Parties and their respective heirs, representatives, successors and assigns. 11 26. ENTIRE AGREEMENT. This document contains the entire agreement of the parties and supersedes all prior agreements, oral or written, between them. It may not be modified, changed or altered unless reduced to writing and signed by each of the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below. WITNESSED BY: PURCHASER: County of Oakland Michael D. Hughson By: Bill Bullard, Jr., Chairperson Date: Oakland County Board of Commissioners Seller's Acceptance The above offer is accepted by Seller, who agrees to be bound by all of the terms and conditions contained therein. WITNESSED BY: SELLER: Holly Area School District, a Michigan general powers school district By: Date: wAwdsystem\wddocs\cliedoc120331126\00003395.doc 12 Rose Oaks County Park Camp Has-O-Rec Property Holly Area Schools Location: Buckhorn Lake Rd. adjacent to NE corner of Rose Oaks County Park. Owner(s): Holly Area Schools. Parcel No. 06-09-251-001 and 06-09-201-006. Parcel size: 12.42-ac. 4.87-ac. = 17.29-ac. Buildings: Activity bldg and rest rooms. Fair condition Access: Via easement over parcel to the east. State Equalized Value (X 2) Exempt. Estimated value: $180,000 to $225,000. Zoning: RPS. Recreational Public/Semi Public district and Agricultural. Both parcels are master planned as Conservation/Recreation use. Mhl 1/19/07 Photos 4/4/2006 Activity Bldg. in poor condition Rear view of activity bldg. Interior View ,//, , ; Looking North View Acquistion Target Parcel A - 4.87 acres Parcel B- 13.98 acres co 790 Feet Rose Township Holly Schools Aquisition Target 790 395 Logand C :Land Acquisition Target =County Park Boundary Open Water 1.11 Swamp or Marsh OM MN Rose Township Property Acquisition Oakland County Oakland County Parks and Recreation staff is recommending the acquistion of the Holly Schools property adjacent to Rose Oaks County Park. This acquisition would add 18 acres of additional natural areas, two maintenance structures, utility connections and access to a potential inter-county trail linkage (along the powerline corridor). Resolution #07291 December 13, 2007 The Chairperson referred the resolution to the Planning and Building Committee and the Finance Committee. There were no objections. FISCAL NOTE (MISC #07291) January 17, 2008 BY: Finance Committee, Mike Rogers, Chairperson IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION - APPROVAL AND ACCEPTANCE OF PURCHASE AGREEMENT FOR THE ACQUISITION OF APPROXIMATELY 17.29 ACRES OF LAND IN THE TOWNSHIP OF ROSE FOR EXPANSION OF ROSE OAKS COUNTY PARK TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced Miscellaneous Resolution and finds: The Fiscal Services Division has reviewed the above referenced miscellaneous resolution and finds: 1) The Oakland County Parks and Recreation Commission is seeking approval and acceptance of a purchase agreement for 17.29 acres of land from the Holly Area School District to expand the Rose Oaks County Park. 2) The purchase agreement was recommended for approval by the Oakland County Parks and Recreation Commission on November 7, 2007 in the amount of $185,000. 3) No County funds are required for this acquisition 4) Sufficient funds have been budgeted in the Parks and Recreation Fund. No budget adjustments are required. FINANCE COMMITTEE FINANCE COMMITTEE Motion carried unanimously on a roll call vote with Greimel absent. r ounty Clerk Ruth lotinsprt/County Clerk /i -1 Resolution #07291 January 17, 2008 Moved by Rogers supported by Gershenson the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Burns, Coleman, Coulter, Crawford, Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel, Jacobsen, KowaII, Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Woodward, Zack, Bullard. (23) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). (./ I HEREBY APPROVE THE FOREGOING RESOLUTION ACTING PURSUANT TO 1973 PA 139 STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on January 17, 2008, 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 County of Oakland at Pontiac, Michigan this 17th day of January, 2008.