HomeMy WebLinkAboutResolutions - 2008.09.04 - 9655REPORT (MISC. #08165) September 4, 2008
BY: Planning and Building Committee, Sue Ann Douglas, Chairperson
IN RE: MR #08165 — OAKLAND COUNTY PARKS AND RECREATION
COMMISSION/DEPARTMENT OF FACILITIES MANAGEMENT — APPROVAL
AND ACCEPTANCE OF PURCHASE AGREEMENT — PARCEL NO. 13-13-
152-004 (PART), VACANT ALLIANCE DRIVE FOR EXPANSION OF
WATERFORD 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 August 26, 2008, 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
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PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Gingell and Gershenson absent.
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MISCELLANEOUS RESOLUTION #08165 August 21, 2008
BY: GENERAL GOVERNMENT COMMITTEE, CHRISTINE LONG, CHAIRPERSON
IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION/DEPARTMENT OF
FACILITIES MANAGEMENT — APPROVAL AND ACCEPTANCE OF PURCHASE
AGREEMENT - PARCEL NO. 13-13-152-004 (PART), VACANT ALLIANCE DRIVE FOR
EXPANSION OF WATERFORD 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 Mr. and Mrs.
Homer Tolliver, for the purchase of 6.14 acres of vacant land located at the easterly terminus of
Alliance Drive, Waterford Township; and
WHEREAS, pursuant to the terms and conditions of said Purchase Agreement the
County of Oakland shall pay Homer and Cynthia Tolliver, husband and wife, the sum of
$270,000 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 obtaining parcel split .approval
from the Township of Waterford; and
WHEREAS, sufficient funding for said purchase is available in the Oakland County
Parks and Recreation Land Acquisition Fund; 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 Homer and . Cynthia
Tolliver, husband and wife, sellers, via a cash sale purchase.
Chairperson, on behalf of the General Government Committee, I move adoption of the
foregoing resolution.
GENERAL GOVERNMENT COMMITTEE
GENERAL GOVERNMENT GOVERNMENT COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Jacobsen and Suarez absent.
PURCHASE AGREEMENT
THIS AGREEMENT made and entered into this day of
2008, by and between Homer V. Tolliver and Cindy Tolliver, PO Box 179, Ortonville, MI
48462 (hereinafter "Seller") and the COUNTY OF OAKLAND, a Michigan Municipal and
Constitutional Corporation, 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 Waterford, County of Oakland, State of Michigan (hereinafter
the "Premises"); said Premises described as:
Parcel No. 13-13-152-004 (Part).
Part of the West 1/2 of Section 13, T3N, R9E, Waterford Township, Oakland County, Michigan:
Beginning at a point distant S 86°16'00" E 748.60-ft. and N 03°44'55" E 596.63-ft. and S
86°29'05" E 194.5I-ft. and S 41°10'00" E 635.20-ft. from the West 1/4 comer to the point of
beginning; thence S 41°10'00" E 785.32-ft.; thence N 48°50'00" E 335.39-ft.; thence along :
Railroad Right of Way N 40°26'10" W 786.46-ft.; thence S 48°4825" W345.42-ft. to the Point
beginning. Containing 6.14-ac. more or less.
Together with a non-exclusive easement for ingress and egress over part of the West 1/2 of
Section 13, T3N, R9E, Waterford Township, Oakland County, Michigan, more particularly
described as follows: Beginning at a point located S 03°20' 00" W 518.00-ft. along the West line
of Section 13; thence S 86°16'00" E 925.41-ft.; thence N 03°44'50" E 518.00-ft.; thence N
86°16'00" W 180.81-ft.; thence N 03°44'35" E 536.63-ft. from the West 1/4 of Section 13, said
point being the intersection of West line of Waterford Industrial Property (as described in Deed
recorded in Liber 402 of Deeds, Page 39, Oakland County Records) and the South line of
Alliance Street; thence S 86°29'05" E 169.70-ft.; thence S 41°1000" E 1879.48-ft.; thence N
48°50'00" E 60.00-ft.; thence N 41°10'00" W 1920.52-ft., thence N 86°29'05" W 194.51-ft;
thence S 03°44'55" W 60.00-ft. to the point of beginning, being a continuation of Alliance
Street, formerly Williamson Street as shown on Supervisor's Nat No. 20, as recorded in Liber 54
of Plats, Page 48, Oakland County Records.
Legal Description is preliminary and is subject to a final survey.
1. PURCHASE PRICE/CONSIDERATION
Subject to the adjustments and prorations provided for in this Agreement, the purchae
price of the Premises shall be $270,000.00 Dollars, payable as follows:
Earnest Money Deposit. Purchaser will tender to Seller upon Sellers 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 Philip R. Seaver
Title Company, Inc. (the "Title Company") in an interest bearing account. The
deposit and the interest accrued shall be applied toward the purchase price at the
1.1
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time of closing or be disbursed to the Seller or the Purchaser in accordance with
the terms of this Agreement.
L2 Payment of Balance of Purchase Price. This is a cash sale. At the
time of closing, after applying the earnest money deposit 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 Commission. The Seller, under a separate agreement shall be
responsible for and pay any broker or finder fee in connection with
this transaction.
1.4 Acceptance. The Oakland County Board of Commissioners shall have sixty (60)
days from the date of Seller's acceptance of this Agreement, to accept this
Agreement on behalf of the 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.
1.5 Due Diligence Contingency. This Purchase Agreement is contingent upon
Due Diligence requirements set forth in Paragraph 5 of this Agreement, and its
sub-paragraphs.
1.6 Purchase Contingency. The purchase of the premises is contingent upon the
Purchaser, at Purchaser's expense, receiving a parcel split approval from
Waterford Township to divide Seller's property into two parcels one fitting the
description of the Premises as described on page one of this Agreement.
1.7 Seller's Contingency. In addition to all other conditions set forth in this
agreement, this agreement is specifically contingent upon seller obtaining a clear
title to the premises at or before closing and receives approval from Waterford
Township to split the parcel from the other land.
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).
2.2 Upon execution of this Purchase Agreement by Seller, Seller agrees not to lease,
assign, or grant a security interest or other 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. Purchaser acknowledges that a
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portion of the subject property is currently leased to an entity known as Recovery
Services, Inc., and that such lease expires on or about October 15, 2008. Seller
will be responsible for removal of said tenant if it attempts to hold over after'
October 15, 2008. Closing is not expected to occur prior to October 15, 2008, but
in the event the parties determine to close prior to said date Purchaser's interest
will be subject to said lease until the lease is terminated. Paragraph 5 below is
also subject to this condition.
2.3 Sellers do not have the right to convey divisions under §108 of the land division
act, and such rights are not included in this agreement.
2.4 Seller will convey to Purchaser any and all mineral rights Seller may have in the
Premises.
3. TITLE INSURANCE
Seller will procure 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. In
addition to the representations and warranties contained in said Owner's Affidavit, Seller
agrees to execute an affidavit indicating the following:
Seller is not on notice, whether actual or anticipated, 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 OBJECTION.S
4.1. Purchaser shall have twenty (20) days after receipt of the Title Policy to object to
the condition of the title, based upon the written opinion of the Purchaser's
attorney that the title is not marketable. Upon written notice by Purchaser to Seller
that in the opinion of Purchaser's Attorney the title is defective, 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 mariner 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; (2) defer the Closing until such time as the defect(s) can be
(1)
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remedied, if such defects can be remedied in a reasonable time not to exceed, 60
days; 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 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 any accrued
interest thereon and this Agreement shall be considered null and void.
5.1 The Seller will procure and pay for an ALTA/ACSM boundary Survey of the
property. The Purchaser will pay any additional costs associated with the splitting of the
parcel. In addition, 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; (2) defer the Closing until such time as the defect(s) can be remedied not to exceed
60 days; or, (3) terminate this Purchase Agreement.
5.2 Phase I Environmental Assessment. Purchaser will have a Phase I Environmental
Assessment ("Phase 1") performed consistent with applicable ASTM standards. If
the Phase 1 Report discloses no environmental concerns, then the Parties will'
proceed to Closing pursuant to Section 6.
If the Phase 1 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 at the sole
option of Purchaser, Purchaser may: (i) terminate this Agreement and receive"
back its deposit and any accrued interest; or (ii) it may commission a Phase II
Environmental Assessment. Purchaser shall notify Seller within 15 days after
receipt of the Phase I if it elects to terminate this Agreement for enviromnental
reasons.
If the Phase II discloses that the Premises is a Facility, seller shall have the right to
terminate this agreement and retain all information regarding the phase I and Il
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studies and refund Purchaser's entire deposit. If Seller does not terminate this
agreement, and Purchaser elects to perform a Baseline Environmental Assessment
(BEA), then Purchaser shall have an additional 180 days from the time it eleets to
perform a BEA to submit the BEA together with a Due Care Plan to the Michigan
Department of Environmental Quality (hereinafter MDEQ) for a liability
determination pursuant to Sections 20126 and 20129a of the Natural Resources
and Environmental Protection Act.
If the Purchaser receives an exemption of liability from the MDEQ and MDEQ
accepts the Purchaser's proposed use of the Premises, then the parties will proceed
to closing in accordance with paragraph 6.
If Purchaser does not receive an exemption of liability from the MDEQ, or if
MDEQ requires response activities to be performed, then at the sole option ot .
Purchaser, Purchaser may: (i) terminate this Agreement and receive back its
deposit and any accrued interest; or (ii) 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 The Purchaser may perform or commission any other investigations that the
Purchaser, in its sole discretion, deems appropriate within the express time limits.
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 120 days after the date of signature of
Purchaser, or 60 days after all Environmental concerns have been resolved to the
satisfaction of Purchaser, but in no event later than December 31, 2008.
6.2 The Closing shall be held at the offices of Philip R. Seaver Title Company, Inc.,
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, or have prepared, and submit to Seller within five
(5) days of Closing, all Closing documents required by Purchaser.
6.4 Seller will sign and deliver at Closing, a statutory form of a Warranty Deed
conveying fee simple absolute title to the Premises (pursuant to Michigan law) in
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the condition required by this Agreement, and a Non-Foreign Persons Affidavit.
These documents will have also been reviewed and approved by Purchaser. Seller
will pay for the recording of the Deed, any notary fees, the property transfer tax
(revenue stamps), and any fees required to remove or satisfy outstanding
mortgages or other liens.
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 Sellers will sign a Certificate of Accuracy as to their informatiOn,
knowledge and belief.
6.7 The Seller and Purchaser will sign and/or prepare any 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 check in the amount of those prorated rents, as well as Or
any other adjustments or charges as reflected by the Closing Statement.
6.9 Current property taxes shall be prorated on the due date basis of the taxing
authority, on the basis of a three-hundred sixty-five (365) day year; Seller being
responsible for taxes up to and including the date of closing.
7. POSSESSION.
Purchaser shall have possession of the Premises at the end of Closing subject to Section
2.2.
8. RIGHT OF ENTRY AND ACCESS
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. 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 existed on the date of this Agreement, to the extent
such restoration is necessary due to Purchaser's actions. This paragraph is subject to the
lease described in section 2.2 above.
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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 proceed under either 9.1 or 9.2, but not both:
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 plus accrued
interest. Return of the deposit shall terminate this Agreement,
unless Purchaser has elected to enforce this Agreement as provided
in 9.1.
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 proceed under either 10.1 or 10.2, but
not both:
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 and interest as liquidated
damages. The retention of the earnest money deposit and interest
by Seller shall cancel this Agreement and be in full and final
satisfaction of any and all claims that the Seller may bring against
Purchaser under this Agreement, unless the Seller has elected to
enforce this Agreement as provided in 10.1.
11. RISK OF LOSS
No risk of loss shall pass to Purchaser prior to Closing. Except as otherwise provided in
Section 12, 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 in this Purchase Agreement are
sufficient to enable Purchaser to inspect the property to determine that it is satisfactory to
Purchaser.
12. WARRANTIES BY THE SELLER.
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The Seller warrants to the Purchaser and shall certify to the Purchaser upon the execution
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of this Agreement as follows:
12.1 The Seller has full authority to enter into and perform this
Agreement in accordance with its conditions, without breaching or
defaulting on any obligation or commitment that the Seller has to
any third parties and will provide 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.
12.2 The Seller is the fee simple owner of the Premises and will discharge any lies
prior to or at Closing. Except as noted in section 1.7 above.
12.3 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, or any third party.
12.4 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. Except as disclosed herein.
12.5 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 Seller or premises which would
affect the Seller's ability to convey the subject property.
12.6. The Seller has no notice or knowledge of:
any planned or commenced public improvements that
mightsesult in special assessments or otherwise directly
and materially affect the Premises;
(2) any government agency or court order requiring corrections
of any existing conditions;
any request by an insurer or a mortgagee of the
Premises requiring correction of any existing
conditions.
12.7 Seiler has not used the Premises for the purpose of disposing of, refining,
generating, manufacturing, producing, storing, handling, treating, transferring,!
processing or transporting Hazardous Materials.
(1)
(3)
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12.8 As used in this Agreement, the term "Hazardous Materials" shall mean any
hazardous or toxic substances, wastes or materials, or flammable explosives,.
including, without limitation, those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
the Hazardous Materials Transportation Act, as amended, the Resource '
Conservation and Recovery Act, Parts 20, 211 and 213 of the Natural Resources
Environmental Protection Act, and all rules, regulations and policies promulgated
thereto (collectively, the "Environmental Laws").
13. WARRANTIES BY THE PURCHASER.
The Purchaser warrants to the Seller as follows:
(1) 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
the pertinent resolution which will be attached as Exhibit B.
14. SURVIVAL OF CERTAIN PARAGRAPHS.
The warranties of the Parties contained in this Purchase Agreement shall survive for twO
(2) years after Closing.
15. 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 term of
seller's ownership prior to Closing (except those losses, claims, suits, causes of action,
litigation, or other demands for damages, arising out of the acts of Purchaser or
Purchaser's agent(s) while performing any surveys or due diligence inspections of the,
Premises prior to the Closing), and 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 said
term prior to the Closing, except as noted above in this paragraph.
16. BINDING EFFECT.
16.1 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.
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16.2 This Agreement is not binding until executed by both parties.
17. CONDEMNATION.
In the event of the institution or proposal of institution of condemnation proceeding S 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.
18. NOTICE.
Any notice, request, demand, consent, approval or other communication given hereunder
shall be in writing and shall be sent by registered or certified mail, return receipt '
requested, addressed to the other party at its address as set forth below:
Seller: Homer V. Tolliver and Cindy Tolliver
PO Box 179
Ortonville, Michigan 48462
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 owner or
elected or appointed official thereof.
19. TIME OF THE ESSENCE.
Time is of the essence for this Agreement.
20. 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 Cade.
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21. 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. 1
22. 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, state, or local 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 unless the portion of the Agreement renders the remainder of the Agreement a
nullity.
23. 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
24. 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.
25. ENTIRE AGREEMENT. This document contains the entire agreement of the partie 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:
26. THIRD PARTY BENEFICIARIES. Except as provided for the benefit of the parties', this
Agreement does not and is not intended to create any obligations, duty, promise,
contractual right or benefit, right to be indemnified, right to be subrogated to the parties
rights in this Agreement, and/or any other right in favor of any other person or entity.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated
below.
WITNESSED BY:
Michael D. Hughson
Date: , 2008.
PURCHASER:
County of Oakland a Michigan Municipal
And Constitutional Corporation '
By: Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
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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:
Homer V. Tolliver
Date: , 2008.
Cindy Tolliver
_
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RESOLUTION
SUPPORT FOR THE APPROVAL AND ACCEPTANCE OF THE PURCHASE AGREEMENT -
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PARCEL NO. 13-13-152-004 (PART), VACANT ALLIANCE DRIVE FOR EXPANSION OF
WATERFORD OAKS COUNTY PARK
WHEREAS, pursuant to the authorization of the Oakland County Planning and Building
Committee and the Oakland County Parks and Recreation Commission, the Department of
Facilities Management with the assistance of Oakland County Corporation Counsel have
negotiated the terms and conditions of the attached Purchase Agreement with Mr. and Mrs.
Homer Tolliver for the purchase of 6.14-ac. of vacant land located at the easterly terminus of
Alliance Drive, Waterford Township, and
WHEREAS, pursuant to the terms and conditions of said Purchase Agreement the
County of Oakland shall pay Homer and Cynthia Tolliver the sum of $270,000 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 obtaining parcel split approval from the Township of
Waterford, and
WHEREAS, sufficient funding for said purchase is available in the Oakland County
Parks and Recreation Land Acquisition Fund, and
WHEREAS, the Departments of Facilities Management and Corporation Counsl have
reviewed and/or prepared all necessary documents related to the attached Purchase
Agreement and recommend its approval.
NOW THEREFORE BE IT RESOLVED that the Oakland County Parks and
Recreation Commission supports the approval and acceptance of the terms and conditIons of
the attached Purchase Agreement attached Purchase Agreement between the County of
Oakland as purchaser and Homer and Cynthia Tolliver, husband and wife, sellers via a cash
sale purchase. •
BE IT FURTHER RESOLVED that the Oakland County Parks and Recreation
Commission has included the EXPENSES for the said project in the budget for FISCAL YEAR
2008; thereby eliminating the need for a BUDGET AMENDMENT.
Moved by: Hugh D. Crawford
Supported by: J. David VanderVeen
Date: June 4. 2008 -
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.Page 1 of 2
. ;
Karen Kohn
From: Stencil, Dan [stencild@oakgov.corn]
Sent: Wednesday, July 30, 2008 5:16 PM
To: 'Kohn, Karen'
Subject: RE: Tolliver Purchase Agreements
Yes and attach his email.
Original Message
From: Kohn, Karen [mailto:kohnk@oakgov.corn]
Sent: Friday, July 25, 2008 8:05 PM
• To: 'Stencil, Dan'
Subject: FW: Tolliver Purchase Agreements
Dan:
See Mike Hughson's request below. Shall I change the name on OUR resolution that was already passed
by our commission, too?
K2
Original Message
From: Hughson, Mike [mailto:hughsonm@oakgov.corn]
Sent: Thursday, July 24, 2008 8:11 AM
To: 'Hall, Jody'; 'Stencil, Dan'; 'Karen Kohn'
Subject: RE: Tolliver Purchase Agreements
Yes. Please change name on the Dalton Resolution and backup material and replace w/Homer and
Cynthia Tolliver to match to other Purch Agrmt. Please send me a copy of each as submitted to
committee.
Thx
Mike
Original Message
From: Hall, Jody [mailto:halljs@oakgov.corn]
Sent: Tuesday, July 22, 2008 10:20 AM
To: 'Hughson, Mike'; 'Stencil, Dan'; 'Karen Kohn'
Subject: FW: Tolliver Purchase Agreements
Good Morning All—
I just received them amended purchase agreements for the Waterford Oaks property from the
To!livers' attorney. Please note that there were changes to the following sections—which Mike
and I can go over with the Commission tomorrow: 1.1, 2.3, 4.1, 5.1, 5.2, 6.1, 6.2, 6.5, 6,.6, 7, 12.5,
and 15. Most of the changes were clerical—like time frames and who the title company will be.
Jody
Jody S.Hall, Assistant Corporation Counsel
Department of Corporation Counsel
1200 N. Telegraph Road, Bldg. 14 East
Courthouse West Wing Extension, 3fd Floor
Pontiac, MI 48341
Phone Number: (248) 858-0555
8/4/2008
'4 Page 2 of 2 , r• . • - e. . • . , ,
Fax Number: (248) 858-1003
E-mail: halijsaoakgov.com
PRIVILEGED AND CONFIDENTIAL — ATTORNEY CLIENT COMMUNICATION'.
This e-mail is intended only for those persons to whom it is specifically addressed. It is confidential and is
protected by the attorney-client privilege and work product doctrine. This privilege belongs to the County of
Oakland, and individual addressees are not authorized to waive or modify this privilege in anyway.
Individuals are advised that any dissemination, reproduction or unauthorized review of this information by
persons other than those listed above may constitute a waiver of this privilege and is therefore prohibited. If
you have received this message in error, please notify the sender immediately. If you have any questions,
please contact the Department of Corporation Counsel at (248) 858-0550. Thank you for your cooperation.
Original Message
From: Constance Scott [mailto:cscott@karlstromcooney.com]
Sent: Tuesday, July 22, 2008 9:42 AM
To: halljs@oakgov,com
Subject: Tolliver Purchase Agreements
Dear Ms. Hall:
Attached please find the revised unsigned Purchase Agreements regarding the two
parcels of land. Please let me know if you have any problems opening the attachments.
Sincerely,
Connie Scott, Legal Assistant to Stuart B. Cooney.
8/4/2008
AC a ; w
Resolution #08165 Augut 21, 2008
The Chairperson referred the resolution to the Planning and Building Committee and the Finance
Committee. There were no objections.
FISCAL NOTE (M.R. #08165) September 4, 2008
BY: Finance Committee, Mike Rogers, Chairperson
IN RE: OAKLAND COUNTY PARKS AND RECREATION COMMISSION/DEPARTMENT OF '
FACILITIES MANAGEMENT - APPROVAL AND ACCEPTANCE OF PURCHASE AGREEMENT 4-
PARCEL NO. 13 -13 -152 -004 (PART), VACANT ALLIANCE DRIVE FOR EXPANSION Oi
WATERFORD 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:
1) The Oakland County Parks and Recreation Commission is seeking
approval and acceptance of a purchase agreement between the
County of Oakland and Mr. and Mrs. Homer Tolliver for the I
purchase of 6.14 acres of vacant land located at the easterly
terminus of Alliance Drive, Waterford Township.
2) The negotiated price is $270,000. The land purchase will expand
the current acreage of Waterford Oaks County Park.
3) The purchase agreement was recommended for approval by the
Oakland County Parks and Recreation Commission on June 4, 2008.
4) No County funds are required for this acquisition 1
5) Sufficient funds have been budgeted in the Parks and Recreation
Fund. No budget adjustments are recommended.
FINANCE COMMITTEE
FINANCE COMMITTEE: Motion carried unanimously on a roll call vote with
Coulter and Crawford absent.
tf' • ' 1w4
I HEREBY APPROVE THi FOREGOING RESOLUTION
Resolution #08165 September 4, 2008
Moved by Long supported by Middleton the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Burns, Coleman, Coulter, Douglas, Gershenson, Gingell, Gosselin, Gregory,' Greimel,
Hatchett, Jacobsen, KowaII, Long, Middleton, Nash, Potts, Rogers, Scott, Spector, Woodward,
Zack, Bullard. (22)
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).
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
September 4, 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 4th day of September, 2008,
gat
Ruth Johnson, County elerk