HomeMy WebLinkAboutResolutions - 2009.05.21 - 9862PLANNING AND B NG COMMJTTEE
MISCELLANEOUS RESOLUTION 009111 May 7, 2009
BY: Planning an Building Committee, J onn icott. Chairperson
IN RE: PARKS AND RECREATION COMMISSION AND DEPARTMENT OF FACILITIES
MANAGEMENT — APPROVAL AND ACCEPTANCE OF PURCHASE AGREEMENT -
PARCEL NO, 11-03-400-014, VACANT MILFORD ROAD FOR EXPANSION OF HIGHLAND
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 Paul E.
Hodges, Ill Living Trust, for the purchase of approximately 13.13-acres of vacant land located
on Milford Road. Highland Township; and
WHEREAS. pursuant to the terms and conditions of said Purchase Agreement the
County of Oakland shall pay the Paul E. Hodges, Ill Living Trust the sum of $157,200 via a cash
sale for the purchase of said property, conditioned upon the County performing its required due
diligence investigation of the subject property; and
WHEREAS, sufficient funding for said purchase is available in the Oakland County
Parks and Recreation Land Acquisition Fund; and
WHEREAS. 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 Paul E. Hodges, III
Living Trust, seller, via a cash sale purchase.
BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners hereby
directs its Chairperson or his designee to execute the attached Purchase Agreement and all other
related documents, which may be required to complete the purchase of said property.
Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the
foregoing resolution.
PLANNING & BUILDING COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
Approval and Acceptance of Purchase Agreement
Paul Y.. Hodges, III Living Trust Property
Parcel No. 11-03-400-014
Highland Oaks County Park
On February 24, 2009 pursuant to the rules and procedures of the Oakland County Board of Commissioners
the Oakland County Board of Commissioners Planning and Building Committee authorized staff to begin
negotiations for the purchase of 13.13-acres of vacant land located on Milford Road, Highland Township for
expansion of Highland 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
parcel no. 11-03-400-014.
Property Description: 13.13-ac. Partially open and somewhat rolling topography, pond at
northwest corner (rear).
Buildings: 'None.
Zoning: A-2, Agricultural. 10-ac. minimum site.
Appraised value: $157,200,
Purchase Price: $157,200. Cash sale. Earnest money Deposit: $25,000.
Estimated Oakland County acquisition expenses:
Purchase Price: $157,200
Phase I Environmental Assessment: 1,600
Phase 11 Environmental Assessment: 3,000 (if necessary)
Title Insurance & Closing 750
Alta Survey 8,500 (includes 3 parcels and wetland delineation)
Estimated Total Cost: $171,050
Seller expense Property tax proration
Property transfer tax.: $1,352
Funding: Oakland County Parks and Recreation Commission Land Acquisition Fund.
The purchase is conditioned upon performance of required due diligence including receipt of a negative
Environmental Assessment report and subject to final approval by the Oakland County Board of
Commissioners.
Seller/owner of record: Paul E. Hodges, Ill Living Trust, Birmingham, Michigan.
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.
mdh
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter "Agreement -) made and entered into this
day of , 2009, by and between The Paul E. Hodges III
Living Trust, dated January 9, 1997, 370 E. Maple, Birmingham, MI (hereinafter "Seller") and the
COUNTY OF OAKLAND, a Constitutional Corporation, 1200 N. Telegraph Road, Pontiac,
Michigan 48341 (hereinafter "Purchaser"), for the purchase of the vacant land specifically described
in Exhibit A ("Premises") including all rights, title, interests, and mineral rights or mineral royalty
interest in the Premises, which is located in the Charter Township of Highland, County of Oakland,
State of Michigan, with the following Parcel ID Number: 11-03-400-014.
1. PURCHASE PRICE/CONSIDERATION.
Subject to the adjustments and prorations provided for in this Agreement, the
purchase price of the Premises shall be One Hundred and Fifty-Seven Thousand and
Two Hundred Dollars and no cents ($157,200.00) payable as follows:
1.2 Earnest Money Deposit. Upon execution of this Agreement by both Parties.
Purchaser will tender to the Seller a draft in the amount of Twenty Five Thousand
Dollars ($25,000.00) which the Seller acknowledges as an earnest money deposit
("deposit") and as good and sufficient consideration for accepting this Agreement.
Said deposit shall be held by a title company selected by the Purchaser, (the "Title
Company") in an interest bearing account. The deposit and the interest accrued shall
be applied toward the purchase price at the time of closing or be disbursed to the
Seller or the Purchaser in accordance with the terms of this Agreement.
1.3 Payment of Balance of Purchase Price. This is a cash sale. At the time of closing.
after applying the deposit plus any accrued interest to the purchase price, the balance
of the purchase price minus any costs adjusted at closing will be tendered to the
Seller by the Purchaser or wired by the Purchaser to the Seller's bank (or to title
company), at the Seller's option.
1.4 The Seller, under a separate agreement shall be responsible for and pay any broker or
finder fee in connection with this transaction. Purchaser represent and warrants to
Seller that it has no knowledge and has not engaged any real estate broker or any
other person or entity whom would be entitled to a commission as a result of the sale
and purchase of the Premises contemplated by this Agreement.
1.5 The Oakland County Board of Commissioners shall have sixty (60) days from the
date of Seller's acceptance of this Agreement, to accept this Agreement on behalf of
the Purchaser. If the Oakland County Board of Commissioners does not accept this
1.1
DRAFT-033109
Agreement, then it shall be null and void and the deposit and interest shall be
returned to the Purchaser,
2. TITLE CONVEYED,
2.1 Form of Conveyance. At closing, the Seller shall grant and convey legal title to the
Premises to the Purchaser pursuant to a warranty deed, subject only to: (1) the lien of
taxes on the Premises not yet due and payable; and (2) the easements and covenants,
conditions and restrictions of record as shown on the title commitment accepted by
the Purchaser.
2_2 Upon execution of this Agreement, the Seller shall not to lease, assign, or grant a
security interest or other lien that would encumber the Premises after closing. The
Seller warrants that any assignment, security interest or other lien that would
encumber the Premises after closing shall be satisfied out of the consideration
transferred at the time of closing.
3, TITLE INSURANCE.
3.1 The Purchaser will procure a commitment for an ALTA owner's form of title
insurance policy, a copy of which will be delivered to the Seller.
3.2 The title insurance policy will be marked up as of closing and be effective and
certified through the date of recording of the title documents, in an amount not less
than the purchase price, certified to a date later than the acceptance hereof, and
guaranteeing fee simple absolute title in an insurable and marketable condition.
3.3 The Seller agrees to execute a standard form Owner's Affidavit at closing to assist in
the Purchaser's efforts to obtain coverage without standard exceptions. In addition to
the representations and warranties contained in said Owner's Affidavit, the Seller
agrees to execute an affidavit indicating the following: (1) the Seller is not on notice,
whether actual or anticipated notice, of any pending claims against the Seller that
would affect the sale of the Premises. (2) there are no court orders prohibiting the
sale of the Premises.
4. TITLE OBJECTIONS.
4.1, The Purchaser shall have twenty (20) days after receipt of the title insurance policy to
object to the condition of the title, based upon the written opinion of the Purchaser's
attorney that the title is not marketable. Upon written notice to the Seller that, in the
opinion of the Purchaser's attorney, the title is defective, the Seller shall have thirty
(30) days from the date the Seller is notified of the particular defect(s) claimed, to do
either of the following: (1) remedy the defects or (2) obtain at the Seller's cost and
expense a substitute commitment for title insurance, insuring in a manner satisfactory
DRAFT-033109 2
to the Purchaser, the Purchaser's title against the claimed defects. If the Seller fails to
remedy the defects or obtain a substitute commitment for title insurance within said
period, the Purchaser may do any of the following at its sole option: (1) waive the
claimed title defects and close subject to same, (2) defer the closing until such time as
the claimed defect(s) can be remedied, if such defects can be remedied in a
reasonable time, or (3) terminate this Agreement,
5. IF, DU GE IT) \f,WELIGAT
5.1 The Purchaser will have ninety (90) days after approval and acceptance of this offer
by the Oakland County Board of Commissioners (hereinafter "Board"), to conduct
the due diligence property investigations as set forth in this Section, unless this
section specifically provides otherwiserInspection Period").
5.2 Survey. The Purchaser shall, at its expense, obtain an ALTA/ACSM boundary
survey of the Premises, The Purchaser shall have until the expiration of the
Inspection Period to determine if the survey matches the Premises as described in
Exhibit A. If in the written opinion of the Purchaser's attorney prior to the expiration
of the Inspection Period, the survey does not match the Premises as described in
Exhibit A, then upon written notice received by Seller prior to the expiration of the
Inspection Period, the Seller shall have thirty (30) days from the date the Seller is
notified of the particular clangs), to remedy the defects, If the Seller fails to or
cannot remedy the defects, the Purchaser may do any of the following, at its sole
option: (1) waive the defects and close subject to same, (2) defer the closing until
such time as the defect(s) can be remedied, or (3) terminate this Agreement.
5.3 Phase I Environmental Assessment.
5.3,1 The Purchaser shall at its expense obtain a Phase I Environmental
Assessment ("Phase 1") performed consistent with applicable ASTM
standards. If the Phase 1 discloses no environmental concerns, then the
Parties will proceed to closing pursuant to Section 6. If Purchaser fails to
notify Seller of any objection as a result of the Phase 1 prior to the expiration
of the Inspection Period, this contingency shall terminate and be of no further
force and effect.
5.3.2 lf, prior to the expiration of the Inspection Period, the Phase 1 reveals any
contamination that would cause the Premises to be a Facility under Part 201
of the Michigan Natural Resources Environmental Protection Act (MCL
324.20101et. seq.) (hereinafter Part 201), then the Purchaser may do any of
the following, provided it provides such notice prior to the expiration of the
Inspection Period, at its sole option: (1) terminate this Agreement and receive
back its deposit and any accrued interest or (2) commission a Phase II
DRAFT-033109 3
Environmental Assessment ("Phase II"). The Purchaser shall notify the Seller
prior to the expiration of the Inspection Period if it elects to terminate this
Agreement for environmental reasons or perform a Phase II.
5.3.3 If the Phase II discloses that the Premises is a Facility the Purchaser, at its
option, may elect to perform a Baseline Environmental Assessment (BEA).
The Purchaser shall have an additional one hundred and eighty (180) days
from the expiration of the Inspection Period ("Extended Inspection Period")
to submit the BEA together with a Due Care Plan to the Michigan
Department of Environmental Quality (hereinafter MDEQ) for a liability
determination pursuant to Sections 20126 and 20129a of the Natural
Resources and Environmental Protection Act
5.3.4 If the Purchaser receives an exemption of liability from the MDEQ and
MDEQ accepts the Purchaser's proposed use of the Premises, then the Parties
will proceed to closing in accordance with Section 6. It shall be conclusively
presumed that Purchaser elects to proceed with the purchase of the Premises
in the event that it fails to notify Seller of the results of the BEA prior to the
expiration of the Extended Inspection Period.
5.3.5 If prior to the expiration of the Extended Inspection Period, the Purchaser
notifies Seller that it did not receive an exemption of liability from the
MDEQ, or if MDEQ requires response activities to be performed, then the
Purchaser may do any of the following, at its sole option: (1) terminate this
Agreement and receive back its deposit and any accrued interest or (2)
proceed to closing pursuant to Section 6.
5.4 The Purchaser may perform any other investigations during the inspection period that
it, in its sole discretion, shall deem appropriate.
5.5 Nothing in this Agreement will prohibit the Parties from modifying or extending the
date for closing if such changes are necessary based upon the due diligence property
investigations. Such modification or extension must be agreed to in a written
addendum to this Agreement signed by both Parties.
5.6 If, prior to the expiration of the Inspection Period (or the Extended Inspection Period,
as the case may be), the Purchaser, in its sole discretion, gives written notice to the
Seller that it is not satisfied with the condition of the Premises, as evidenced by the
due diligence investigations, then the Purchaser shall be entitled to the return of its
deposit and any accrued interest thereon and may terminate this Agreement.
5.7 This Agreement is contingent upon the due diligence requirements set forth in this
Section. Such due diligence requirements are deemed waived in the event that
DRAFT-033109 4
Purchaser fails to terminate this Agreement prior to the expiration of the Inspection
Period (or the Extended Inspection Period, as the case may be),
6. CLOSING. AND CLOSING DOCUMENTS.
6.1 If this offer is accepted by the Seller and the Oakland County Board of
Commissioners pursuant to Section 2.5 and if the Seller can convey title and comply
with all of contingencies set forth in this Agreement, then the Purchaser agrees to
complete the sale on or before August 28, 2009,
6.2 The closing shall be held at the offices of a Title Company of the Purchaser's
choosing or any other mutually convenient location agreed upon by the Parties. The
Purchaser or the Title Company, will prepare the necessary documents for signatures,
if the Purchaser so elects.
6.3 The Purchaser, at least five (5) days prior to closing, shall submit to the Seller all
closing documents required by the Purchaser.
6.4 The Seller will sign and deliver at closing, a statutory form Warranty Deed conveying
fee simple absolute title to the Premises inclusive of all minerals rights or royalties, if
any, (pursuant to Michigan law) in the condition required by this Agreement and a
Non-Foreign Persons Affidavit. The Seller at least live (5) days prior to closing shall
submit these documents to the Purchaser for review and approval.
6.5 The Seller will pay any costs or fees required to remove or satisfy outstanding
mortgages or other liens on the Premises.
6.6 The Seller will pay for the recording of the Warranty Deed, any notary tees, and the
property transfer tax (revenue stamps).
6.7 At the closing, the Seller will sign an Affidavit of No Liens on the Title Company's
standard form, sufficient to permit the Title Company to delete the standard Schedule
B exceptions.
6.8 At the closing, the Seller will sign a Certificate of Accuracy, regarding the
Representations made by the Seller in Section 12,
6.9 The Seller and the Purchaser will sign and/or prepare any other documents necessary
to complete the sale and transfer of the Premises.
6.10 Current property taxes shall be prorated on the due date basis of the taxing authority,
on the basis of a three-hundred sixty-five (365) day year; the Seller being responsible
for taxes up to and including the date of closing.
DRAFT-1133109 5
7. POSSESSION.
The Purchaser shall have possession of the Premises at the end of the closing,
8. RIGHT OF ENTRY AND ACCESS.
While this Agreement is in effect, the Purchaser and its employees and agents shall have the
right to enter and access the Premises at reasonable times, with reasonable notice to the
Seller, for the purpose of surveying, testing, environmental impact studies, site planning, and
other such work as the Purchaser deems necessary or desirable to determine the Premises'
suitability for the conduct of the Purchaser's business, However, in the event that this sale
does not take place, then the Purchaser, at its own expense, shall restore the Premises to
substantially the same condition that existed on the date this Agreement was executed, to the
extent such restoration is necessary due to the Purchaser's actions.
9. DEFAULT OF SELLER. In the event the Seller shall default in the performance of its
obligations herein, the Purchaser, in addition to other remedies provided by law, may in its
sole discretion, elect to proceed under either 9.1 or 9,2, but not both
9.1 The Purchaser may specifically enforce this Agreement and require specific
performance of this Agreement by judicial decree; or
9.2 The Purchaser may demand a refund of the entire deposit plus accrued interest and
terminate this Agreement.
10, DEFAULT OF PURCHASER. In the event the Purchaser shall default in the performance of
its obligations herein, the Seller may, in its sole discretion, elect to proceed under either 10.1
or 10,2, but not both
10.1 The Seller specifically enforce this Agreement and require specific performance of
this Agreement by judicial decree; or
10.2 The Seller may declare that the Purchaser has forfeited all rights hereunder and retain
the deposit and interest as liquidated damages. The retention of the deposit and
interest by the Seller shall cancel this Agreement arid be in full and final satisfaction
of any and all claims that the Seller may bring against the Purchaser.
11. RISK OF LOSS. No risk of loss shall pass to the Purchaser prior to closing. Except as
otherwise provided in this Agreement. the Purchaser acknowledges the following: (1) the
Seller has made no representations or warranties with respect to the Premises; (2) the inspection
rights set forth in this Agreement are sufficient to enable the Purchaser to inspect the Premises
to determine if they are satisfactory to the Purchaser.
DRAFT-033109 6
12. WARRANTIES BY THE SELLER. The Seller warrants to the Purchaser and shall certify to
the Purchaser upon the execution of this Agreement the following:
The Seller has full authority to enter into and perform this Agreement in accordance
with its conditions, without breaching or defaulting on any obligation or commitment
that the Seller has to any third parties and will provide the Purchaser with any
necessary resolutions, waivers and consents or other documents that verify the Seller
has the requisite authority, which documents can be attached hereto as Exhibit 13.
12.2 The Seller is the fee simple owner of the Premises and will discharge any liens prior
to closing.
12.3 To the Seller's knowledge, the legal description set forth in Exhibit A is an accurate
description of the Premises and does not include any adjacent or contiguous land
owned by the Seller or any third party.
12.4 To the Seller's knowledge, there are no leases, rights of first refusal, contracts, or
other agreements of any kind with respect to the Premises, which would impair the
Purchaser's right to receive fee title absolute.
12.5 To the Seller' s knowledge, there are no lawsuits, actions, or proceedings pending or
threatened by any party, including governmental authorities or agencies, against or
involving the Premises which would affect the Seller's ability to convey the Premises.
12.6 The Seller has no notice or knowledge of any of the following:
12.6.1 any planned or commenced public improvements that might result in special
assessments or otherwise directly and materially affect the Premises;
12.6.2 any government agency or court order requiring corrections of any existing
conditions;
12.6.3 any request by an insurer or a mortgagee of the Premises requiring correction
of any existing conditions.
12.7 The Seller has not used the Premises for the purpose of disposing, refining,
generating, manufacturing, producing, storing, handling, treating, transferring,
processing or transporting Hazardous Materials.
12.8 As used in this Agreement, the term "Hazardous Materials" shall mean any
hazardous or toxic substances, wastes or materials, or flammable explosives,
including, without limitation, those described in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, the Hazardous
1/.1
DRAFT-033109 7
Materials Transportation Act, as amended, the Resource Conservation and Recovery
Act. Parts 20, 211 and 213 of the Natural Resources Environmental Protection Act,
and all rules, regulations and policies promulgated thereto (collectively, the
"Environmental Laws").
13. WARRANTIES BY THE PURCHASER. The Purchaser warrants the following to the Seller:
13,1 The Purchaser is a Michigan Constitutional Corporation.
13.2 The Purchaser has full authority and funding to enter into and perform this
Agreement in accordance with its conditions and will provide the Seller with
the pertinent resolution which will he attached as Exhibit C.
14. SURVIVAL OF THE WARRANTIES. The warranties of the Parties contained in this
Agreement shall survive for two (2) years after closing.
15. LIABILITY. The Seller shall be liable for and defend any and all alleged losses, claims,
suits, causes of action, litigation, or other demands for damages of any kind, pertaining to the
Premises prior to closing, except those losses, claims, suits, causes of action, litigation, or
other demands for damages, arising solely out of the acts of the Purchaser or the Purchaser's
agent(s) while performing any surveys or due diligence inspections of the Premises prior to
the closing. The Seller shall be responsible for paying any and all judgments, damages
awarded, costs and expenses (including attorney fees and court costs) and any other liabilities
that result from any such alleged losses, claims, suits, causes of action, litigation, or other
demands for damages of any kind pertaining to the Premises prior to the closing, except as
noted above in this Section.
16. CONDEMNATION/EMINENT DOMAIN, In the event that all or any portion of the
Premises shall be taken by the exercise of eminent domain or condemnation proceedings
prior to closing, the Purchaser may, at its option, terminate this Agreement by giving written
notice to the Seller. If the Purchaser elects to terminate this Agreement as a result of a
condemnation proceeding or exercise of eminent domain, then the deposit paid by the
Purchaser and any accrued interest shall be returned to the Purchaser. In the event of such a
termination, this Agreement shall be null and void and the parties shall have no further rights
or obligations under this Agreement. If the Purchaser does not elect to terminate this
Agreement in the event of the exercise of eminent domain or condemnation, the Purchaser
shall accept title to the Premises without any reduction of the purchase price and the Seller
shall assign to the Purchaser at closing all of Seller's right, title, and interest in and to any
resulting condemnation award,
17. NOTICE, Any notice, request, demand, consent, approval or other communication given
hereunder shall be in writing and shall be sent by registered or certified mail, return receipt
requested, addressed to the other Party at its address as set forth below:
DRAFT-033109 8
Seller: Peter W. Joelson
J/R Law
Joelson Rosenberg, PLC
30665 Northwestern Highway,
Suite 200
Farmington Hills, MI 48334
Purchaser: Michael Hughson
County of Oakland Department of Facilities Management
1 Public Works Dr.
Waterford, Michigan 48328
248-858-5380
Any Party may change its address for notice by providing notice as required by this Section.
Any notice by either Party shall be sufficient if signed on behalf of said Party by any elected
or appointed official thereof.
18. TIME OF THE ESSENCE. Time is of the essence for this Agreement.
19. COMPLIANCE WITH LAWS. The Parties shall comply with all federal, state, and local
laws, statutes, ordinances, any regulations, applicable to their activities under this
Agreement.
20. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to
pursue or enforce any right or remedy under this Agreement shall constitute a waiver of those
rights with regard to any existing or subsequent breach of this Agreement. No waiver of any
term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or
more instances, shall be deemed or construed as a continuing waiver of any term, condition,
or provision of this Agreement. No waiver by either Party shall subsequently affect its right
to require strict performance of this Agreement.
21. SEVERABILITY. If a court of competent jurisdiction finds a term, condition, or provision
of this Agreement to be illegal or invalid, then the term, condition, or provision shall be
deemed severed from this Agreement. All other terms, conditions, and provisions of this
Agreement shall remain in full force and effect.
CAPTIONS. The section and subsection numbers, captions, and any index to such sections
and subsections contained in this Agreement are intended for the convenience of the reader
and are not intended to have any substantive meaning and shall not be interpreted to limit or
modify any substantive provisions of this Agreement. Any use of the singular or plural
number, any reference to the male, female, or neuter genders, and any possessive or
nonpossessive use in this Agreement shall be deemed the appropriate plurality, gender or
DRAFT-033109 9
possession as the context requires.
• 23. AGREEMENT MODIFICATIONS OR AMENDMENTS. Any modifications, amendments,
rescissions, waivers, or releases to this Agreement must be in writing and agreed to by both
Parties.
24. GOVERNING LAWS/CONSENT TO JURISDICTION AND VENUE. This Agreement
shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as
otherwise required by law or court rule, any action brought to enforce, interpret, or decide
any claim arising under or related to this Agreement shall be brought in the Sixth Judicial
Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or
the United States District Court for the Eastern District of Michigan, Southern Division, as
dictated by the applicable jurisdiction of the court. Except as otherwise required by law or
court rule, venue is proper in the courts set forth above. The choice of forum set forth above
shall not be deemed to preclude the enforcement of any judgment obtained in such forum or
taking action under this Agreement to enforce such judgment in any appropriate jurisdiction.
25. ENTIRE AGREEMENT. This document represents the entire agreement and understanding
between the Parties. This Agreement supersedes all other prior oral or written
understandings, communications, agreements or contracts between the Parties. The language
of this Agreement shall be construed as a whole according to its fair meaning and not
construed strictly for or against any Party.
26. PROPERTY SOLD "AS IS".
26.1. Except as is otherwise expressly provided in this Agreement, Seiler hereby
specifically disclaims any warranty (oral or written) concerning (i) the nature and
condition of the Premises and the suitability thereof for any and all activities and uses
that Purchaser may elect to conduct thereon, (ii) the manner, construction, condition
and state of repair or lack of repair of any improvements located thereon, (iii) the
nature and extent of any right-of-way, lien, encumbrance, license, reservation,
condition or otherwise, (iv) the compliance of the Property or its operation with any
laws, rules, ordinances, or regulations of any government or other body, it being
specifically understood that Purchaser shall have full opportunity, during the
Inspection Period or Additional Inspection Period, to determine for itself the
condition of the Premises; and (v) any other matter whatsoever except as expressly
set forth in this Agreement. Except as is otherwise expressly provided in this
Agreement, the sale of the Premises as provided for herein is made on a strictly "AS
IS" "WHERE IS" basis as of the closing date.
26.2. PURCI IASER SPECIFICALLY ACKNOWLEDGES THAT PURC I IASER IS NOT
RELYING ON (AND SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY
REPRESENTATIONS OR WARRANTIES MADE BY OR ON BEHALF OF
DRAFT-033 109 10
SELLER OF ANY KIND OR NATURE WHATSOEVER, EXCEPT AS IS
OTHERWISE EXPRESSLY PROVIDED EN THIS AGREEMENT.
26.3. Seller and Purchaser acknowledge and agree that the provisions contained in this
Section 26 were a material factor in Seller's acceptance of the purchase price and that
Seller was unwilling to sell the Premises to Purchaser unless Seller was released as
expressly set forth above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below.
WITNESSED BY: PURCHASER:
County of Oakland a Michigan Municipal
And Constitutional Corporation
Michael D. Hughson By: Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
Date: , 2009.
DRAFT-933109 11
MIE• mf•
Seller's Acceptance
WITNESSED BY: SELLER(S):
The foregoing instrument was acknowledged before me in Oakland County, Michigan on this
day of , 2009 by
, Notary Public
Oakland County, Michigan acting in
Oakland County, Michigan.
My Commission expires:
DRAFT-033109 12
EXHIBIT A
Parcel No, 11-03-400-014
Vacant Milford Road
Highland Township, Michigan
Land situated in the Township of Highland, in County of Oakland, State of Michigan is described
as follows:
A parcel of land in the East one-half of fractional Section 3, Town 3 North, Range 7 East,
Highland Township, Oakland County, Michigan, described as: Beginning at a point distant North
01 degrees 30 minutes 36 seconds East 1062.00 feet along the East line of Section 3, from the
Southeast corner of said Section; thence North 89 degrees 12 minutes 34 seconds West 1303.00
feet; thence North 46 degrees 20 minutes 04 seconds West 614.44 feet; thence South 84 degrees
29 minutes 56 seconds East 439.57 feet; thence South 89 degrees 12 minutes 34 seconds East
1320.00 feet to a point on the East line of said Section; thence along the East line of said Section
South 01 degrees 30 minutes 36 seconds West 382.00 feet to the point of beginning.
Mh3/10/09
DRAFT-033109 13
Highland Oaks County Park
Paul Hodges Property
Location: Vacant land near the intersection of Milford Road and White Lake
Road. Highland Township at southeast corner of Highland Oaks
County Park.
Owner(s): Paul E. Hodges, Ili Living Trust,
Parcel No. 11-03-300-014.
Parcel size: 13.13-ac,
Property Description: Partially open and somewhat rolling, pond at northwest corner (see
attached .exhibit).
Buildings: None.
Zoning: A-2, Agricultural. 10-ac. minimum site.
State Equalized Value $105,850.
Appraised value: $157,200,
Purchase Price: $157,200. Earnest money Deposit: $25,000. Cash sale.
Mh4/9109
Highland Oaks County .ark
. .
441414144
1,0:1410"00 WI/ ~WM" --:.
,114.
v•40.*Ntifil 113
Hodges Property
Owner: Paul E. liodges HI 200
C:Ii-lighland Oaks
Hodges Property 400
Feet
800
Resolution #09111 May 7. 2009
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (MISC. #09111) May 21, 2009
BY: Finance Committee, Tom Middleton, Chairperson
IN RE: PARKS AND RECREATION COMMISSION AND DEPARTMENT OF FACILITIES MANAGEMENT —
APPROVAL AND ACCEPTANCE OF PURCHASE AGREEMENT - PARCEL NO, 11-03-400-1:114, VACANT
MILFORD ROAD FOR EXPANSION OF HIGHLAND 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 Paul E. Hodges, Ill Living Trust for the purchase
of property parcel no. 11-03-400-014 at vacant Milford Road, Highland, Michigan.
2. The negotiated price is in the amount of $157,200. The land purchase will expand the current acreage of
Highland Oaks County Park.
3 The purchase agreement was recommended for approval by the Oakland County Parks and Recreation
Commission on April 15, 2009.
4. No Oakland County General Fund/General Purpose funding is required for this acquisition.
S. Sufficient funding is available in the Oakland County Parks and Recreation Commission's Fiscal Year
2009 Capital Improvement Program Budget. No budget amendment is recommended.
FINANCE COMMITTEE
/€43)LP.4"*- I
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote with Gingell absent.
Resolution #09111 May 21, 2009
Moved by Gosselin supported by Schwartz the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Burns, Capelo, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Jackson,
Jacobsen, Long, Middleton, Nash, Potter, Potts, Runestad, Schwartz, Scott. Taub, Zack,
Bullard. (21)
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 APPROVETFTEfOPEGOING RESOLUTION
ACTING PURSUANT TO 1973 PA 139
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, Clerk of tne 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,
2009, 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 21st day of May, 2009.
Gat
Ruth Johnson, County Clerk