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HomeMy WebLinkAbout2014 -2015 Buy and Sell Property Agreement 310 North Seymour Avenue (Oliver Tower) as �- } LtJ lu F— �-• BUY AND SELL AGREEMENT FOR PROPERTY THIS AGREEMENT,made this of 2015,by and between George F. Eyde Family, LLC (hereinafter referred to as "Purchaser"), and the City of Lansing, a Michigan Municipal Corporation, whose address is 124 W. Michigan Avenue, Lansing, Michigan 48933 (the"City") and its Lansing Housing Commission, whose address is 419 Cherry Street, Lansing, Michigan 48933 (the"LHC") (City and LHC hereinafter collectively referred to as "Seller"), wherein, in consideration of the provisions and mutual obligations of the parties hereto each of them does hereby covenant and agree with the other as follows: 1. PROPERTY. The Purchaser hereby agrees to buy from the Seller, and Seller agrees to sell to Purchaser the following property located in City of Lansing, County of Ingham, and State of Michigan, commonly known as Oliver Towers, 310 N. Seymour Avenue, Lansing, Michigan, ("Property") and more particularly described as follows: 310 North Seymour Avenue: Lots 4 through 9, also the South 12 feet of Lots 3 and 10, Block 84 of Original Plat, City of Lansing, according to the plat thereof recorded in Liber 2 of plats, page 36, Ingham County Records. Tax Item No. 33-01-01-16-177-022 The purchase and sale is made free and clear of all liens,mortgages, and security interests. The purchase and sale shall be made subject to the covenants contained herein, building and use restrictions, zoning ordinances, utility easements of record, if any, and any easements to reserve the rights of the utility company for any existing utility serving the Property, including the Lansing Board of Water and Light, all of which must be determined by Purchaser during the due diligence period specified in Section 21 below to be acceptable to Purchaser, in Purchaser's sole discretion, or Purchaser shall not be required to close. Seller will provide a survey, engineering drawing, or legal description of any proposed easement in a form acceptable to Purchaser. The terms of purchase and sale are as specified in this Agreement. The purchase and sale of the Property shall include any and all improvements located on the Property as of the date of complete execution of this Agreement. 2. PURCHASE PRICE. The purchase price for the Property is One Million Fifty Thousand and 00/100 Dollars ($1,050,000.00) (the "Purchase Price"), to be paid to the LHC, subject to performance by Seller of the closing obligations specified in Section 14 below. 3. TERMS OF PAYMENT. Terms of payment shall be cash or wire transfer upon delivery of a Warranty Deed. Seller understands that consummation of the sale or transfer of the Property shall not relieve the Seller of any liability that Seller may have under the mortgage(s) or prior contract(s) to which the Property is subject,unless otherwise agreed to by the lender or required by law or regulation. 4. SURVEY. Purchaser may provide at its own expense, an ALTA/ACSM Land Title Survey, showing all improvements, encroaclunents, easements, rights-of-way, and the locations of all utility lines. Said Survey shall be certified to Purchaser and the title insurance company providing the title conunitment pursuant to Paragraph 7 below. The results of said survey must be determined by Purchaser during the due diligence period specified in Section 21 below to be acceptable to Purchaser, in Purchaser's sole discretion, or Purchaser shall not be required to close. 5. CLOSING ADJUSTMENTS. The following adjustments shall be made between the parties as of the close of business on the closing date: Utility usage charges shall be prorated at closing so that LHC is responsible for all utility charges for utilities consumed at Oliver Towers up to and including the date of closing. 6. SPECIAL ASSESSMENTS/TAXES. a. Special assessments which are or become a lien on the Property on or before date of closing on this Agreement shall be paid by LHC. All special assessments which will become a lien on the Property after the date of closing on this Agreement shall be paid by Purchaser; provided, however, that LHC warrants and represents to Purchaser that LHC is not aware of any such existing or anticipated special assessments. LHC represents and warrants to Purchaser that LHC has received no notice of any pending or possible special assessment being imposed on the Property. b. The Property is currently exempt from property taxation. The Property will be returned to the tax rolls upon conveyance to Purchaser. 7. TITLE INSURANCE. At LHC's expense, Seller shall provide Purchaser with a standard ALTA owner's policy of title insurance, without standard exceptions (if a "without" standard exceptions policy is issued by the title insurance company without additional cost to Seller), in the amount of the purchase price effective as of the date of closing. Otherwise, the title insurance policy shall be acceptable with standard exception if Purchaser does not elect to pay the additional cost. A commitment to issue such policy insuring marketable title vested in Purchaser, including a tax status report, and copies of all exceptions to title disclosed therein will be obtained by Seller for Purchaser's inspection within fifteen (15) days after Seller's final acceptance of this Agreement. Said policy shall provide gap coverage to Purchaser. Said commitment and policy shall be issued by a title company selected by Seller and acceptable to Purchaser. LHC shall pay the premiums for said Policy at closing. The status of Seller's title must be marketable and any easements, reservations, or exceptions that will continue after closing must be acceptable to Purchaser, or Purchaser shall not be required to close. If Purchaser, within twenty (20) days of the receipt of the title insurance commitment, makes a valid written objection to Seller as to marketability of Seller's title (the "Title Objection"), Seller shall have thirty (30) days to cure the Title Objection. In the event Seller is unable or unwilling to cure the Title Objection defect, then such defect may be waived by the Purchaser. If Seller is unable to cure the Title Objection within 30 days and requests an extension of time to attempt to cure the Title Objection, Purchaser may extend in writing the cure period for such 2 period as it, in its discretion, deems reasonable to permit Seller to complete the cure of Title Objection. In the event Seller is unable or unwilling to cure the Title Objection within the extension time period, then such defect may be waived or cured by Purchaser in its sole discretion. If Purchaser is unwilling to waive or cure the Title Objection, then Purchaser or Seller may declare this Agreement terminated, in which event, the parties hereto shall have no further obligation or liability to each other. If, during the due diligence period provided for in Section 21, Seller discovers a title exception, marketable title defect, unrecorded document, legal right of another, or Title Objection (collectively, "Title Defect") that Seller determines in its sole discretion will expose Seller to (i) a claim of breach of obligation or duty of Seller to a third party, or (ii) a claim for damages; and Seller is unable or unwilling to cure the Title Defect, and notifies in writing to Purchaser within ten (10) business days of the discovery thereof, then Purchaser or Seller may declare this Agreement terminated by written notice to the other party. In the event of termination, this Agreement shall in its entirety be deemed and will be null and void and no longer in effect and the parties hereto shall have no further obligation or liability each to the other. 8. CONVEYANCE. Upon all the contingencies, terms and conditions of this Agreement being met and the transaction being closed, Seller shall convey the Property to Purchaser by Warranty Deed as specified in Section 3 above. 9. WARRANTIES OF SELLER. Except as otherwise provided or acknowledged in this Agreement, Seller will represent and warrant to Purchaser at closing, which representations and warranties survive closing, as follows: a. Marketable title to the Property shall be transferred to Purchaser on the closing date, free from liens, encumbrances, claims of others, unless otherwise specified herein or in the Warranty Deed given and accepted at closing. b. Performance of the obligations of Seller under this Agreement will not violate any contract, indenture, statute, ordinance, judicial or administrative order or judgment applicable to Seller or the Property. C. There is no litigation or proceeding pending, or to the Seller's knowledge threatened, against or involving the Seller or Property, and the Seller does not know of any ground for any such litigation or proceeding, which could have a material adverse impact on Purchaser or Purchaser's title to the Property. d. LHC shall continue its current insurance of the improvements on the Property and maintain the Property in its current condition during the interim period between the acceptance of this Agreement and the closing date. C. Seller is not aware of any latent defects on the Property not disclosed. 10. WARRANTIES OF PURCHASER. Except as otherwise provided or acknowledged in this Agreement, Purchaser will represent and warrant to Seller at closing, which representations and warranties survive closing, as follows: 3 a. The performance of the obligations of Purchaser under this Agreement will not violate any contract, indenture, statue, ordinance, judicial or administrative order or judgment applicable to Purchaser. b. There is no litigation or proceeding pending, or to Purchaser's knowledge threatened, against or involving Purchaser, and Purchaser does not know of any ground for any such litigation or proceeding, which could have an adverse impact on Seller or Seller's interest under this Agreement. C. Except as otherwise provided or acknowledged in this Agreement or any documents executed at closing, after Purchaser completes Purchaser's due diligence in accordance with Section 21 of this Agreement, Purchaser acknowledges that if Purchaser proceeds to closing Purchaser is purchasing the Property, and any and all buildings and improvements located on the Property that are included in the sale, "as is" in its current physical condition and "where is" as to location. 11. DAMAGE TO PROPERTY/EMINENT DOMAIN. If between the date of this Agreement and the closing date, all or any part of the Property is damaged by hazard or natural elements or other causes beyond Seller's control which cannot be repaired prior to the closing date, or any part of the Property is taken or threatened to be taken pursuant to any power of eminent domain prior to closing, Seller shall immediately notify Purchaser of such occurrence. Seller shall provide Purchaser with such notice and copies of all applicable insurance coverages in effect for the Property. Purchaser may elect to terminate this Agreement by written notice to the Seller within thirty (30) days after receipt of notice of the damage (and insurance coverages) or notice of taking from Seller. If Purchaser exercises the right to terminate this Agreement under this Section 11, any earnest money deposit shall be returned to Purchaser and this Agreement shall be null and void. If Purchaser does not elect to terminate this Agreement, there shall be no reduction of the purchase price and at closing Seller shall assign, if permitted by the insurance contract, to Purchaser whatever rights Seller may have with respect to any insurance proceeds or eminent domain award. 12. CLOSING. Sale shall be closed at the offices of the title company providing the title commitment referenced in Section 7 above within fifteen (15) business days after Purchaser notifies Seller that Purchaser is ready to close and all the conditions precedent in this Agreement have been completed, met or waived, but in any event not later than sixty (60) days following the conclusion of the Purchaser's "Due Diligence Period" (Section 21) , unless otherwise agreed to in writing by Purchaser and Seller. In the event the closing does not take place on or before sixty (60) days following the date of Due Diligence Period concluding, this Agreement shall be cancelled and terminated and the parties shall have no further obligation or liability to each other. The parties shall each be responsible for one-half of the title company closing fee for preparation of the closing statement, a/k/a settlement statement and acting as closing agent to close this transaction. Seller shall be responsible for all costs necessary to place title in the condition required by this Agreement, including but not limited to obtaining discharges and releases of all mortgages, security interests, assignment of rents, leases, tax liens, and other consensual liens. Purchaser shall pay for recording of the Warranty Deed for the Property and bond documents, if any and appropriate. 13. POSSESSION. Seller shall grant to Purchaser full possession and use of the Property at 4 closing. There shall be no tenants or occupants in the Property at closing. 14. SELLER'S CLOSING OBLIGATIONS. At closing, Seller shall deliver the following to Purchaser or the title company, as indicated: a. A warranty deed, as specified in Section 8 of this Agreement; b. Copies of Seller's organizational and authority documents sufficient to establish to Purchaser and the title company, Seller's authority to enter into and to consummate this transaction. C. Any other documents required by this Agreement to be delivered by Seller. 15. PURCHASER'S CLOSING OBLIGATIONS. At closing, Purchaser shall deliver the following: a. To LHC, the purchase price specified in Section 2 above, less any deposits, in the form of U.S. currency, certified check(s), certified money order(s), or cashier's check(s) as adjusted by the apportionments and assignments in accordance with this Agreement; b. Copies of Purchaser's organizational and authority documents, sufficient to establish to Seller and the title company Purchaser's authority to enter into and consummate this transaction. C. Any other documents required by this Agreement to be delivered by Purchaser. 16. NOTICES. Any notice required or permitted by this Agreement shall be sufficient if in writing and either delivered personally or by regular mail addressed to the parties at their addresses specified below, and any notices given by mail shall be deemed to have been given as of the next business day following the date of posting. a. In case of Seller, addressed to or delivered personally to: Lansing Housing Commission Patricia Baines-Lake, Executive Director 401 Cherry Street Lansing, MI 48933-1234 and with a copies mailed or delivered to: Robert Johnson Director, Department of Planning and Neighborhood Development 316 N. Capitol Lansing, MI 48933 and Office of Lansing City Attorney 5th Floor, 124 W. Michigan Avenue 5 City Hall Lansing, MI 48933 In case of Purchaser, addressed to or delivered personally to: George F. Eyde Family, LLC 4660 S. Hagadorn Road Suite 660 East Lansing, MI 48823 and with a copy mailed or delivered to: Mark K. Clouse 4660 S. Hagadorn Road Suite 660 East Lansing, MI 48823 b. Either party may change its address for notices, from time to time, by designating the new address in writing and forwarding it to the other party as provided in this Section. 17. ADDITIONAL ACTS. Purchaser and Seller agree to execute and deliver such additional documents and to perform such additional acts as may become reasonably necessary to effectuate the transfers contemplated by this Agreement. 18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties with respect to the sale of the Property. All contemporaneous or prior negotiations and agreements related to the Property or subject to matters of this Agreement have been merged into this Agreement. This Agreement may be modified or amended only by written instrument signed by the parties to this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. 19. PURCHASER'S DEPOSIT. Twenty Five Thousand Dollars and 00/100 Dollars ($25,000.00). Deposit shall be held by a mutually agreed upon Escrow Agent assigned with securing,holding and applying the "Purchaser's Deposit" in accordance with the fully executed Escrow Agreement. 20. ADVICE OF COUNSEL. Any evidence of title and supporting documents are to be examined on behalf of Purchaser by Mark K. Clouse. This transaction shall be reviewed on behalf of City by Janene McIntyre, of the City Attorney's Office, 5th Floor, City Hall, 124 W. Michigan Avenue, Lansing, Michigan 48933. 21. DUE DILIGENCE PERIOD. Unless waived by Purchaser in writing, Purchaser's obligation to close is contingent upon Purchaser obtaining any and all inspections, audits, investigations, and tests of the Property acceptable to Purchaser, at Purchaser's expense, by contractors and/or inspectors of Purchaser's choice no later than ninety (90) days after Purchaser's receipt of Lansing City Council's acceptance hereof (see Section 33). Said inspections, audits, investigations, and tests may include any matters of interest to Purchaser reasonably related to 6 the Property and its use, including, but not limited to, envirommental inspections, audits, and testing, asbestos assessments, mold tests, lease reviews, appraisals, road access, air rights, drainage, soil borings, structural analysis, mechanical inspections, surveys, water tests, utility cost and availability studies, feasibility studies, traffic studies, and zoning reviews (collectively "Purchaser's Investigations"). Upon Seller's acceptance, Purchaser shall have the right to enter upon the Property during reasonable business hours, upon reasonable advance notice to Seller, for purposes of such inspections, audits, investigations, and tests; provided, however, that such inspections, audits, investigations, and testing shall not unreasonably interfere with the possessory rights of Seller or Seller's lessees, and shall not cause material physical damage to the Property. Purchaser's Investigations shall not block, impede the use of, or excavate any part of the property without 72 hours prior written consent of Seller, which shall not be unreasonably withheld. Purchaser shall be responsible, without expense to Seller, for the prompt correction or restoration of the Property to its previous condition whenever Purchaser's Investigations involved the excavation or removal of soil or materials. If Purchaser is not satisfied with the results of the inspection, audits, investigations or tests, in Purchaser's sole discretion, Purchaser shall notify Seller in writing of Purchaser's desire to terminate this Agreement, or may grant to Seller thirty(30) days from the date of such notice in which to cure any stated defects or problems found during such inspections, audits, investigations, and/or tests, to Purchaser's satisfaction. If Purchaser grants Seller the opportunity to cure, and Seller is unwilling or fails to cure such defects or problems within said period,upon receipt of written notice delivered by either party to the other, this Buy and Sell Agreement may be terminated by the party giving notice and this Agreement shall be declared null and void , and Purchaser's earnest money will be returned to Purchaser. Regardless of whether Purchaser does or does not conduct any or all of the possible Purchaser's Investigations or has not provided written objection to Seller regarding Purchaser's Investigations or other matters that provide for Purchaser's acceptance during the due diligence period, if Purchaser does not terminate as herein provided, Purchaser acknowledges that Purchaser will be purchasing the Property "as is" in its current condition and "where is" as to its location, except as otherwise specified in this Agreement. 22. DISCLOSURE. Seller shall provide or make available to Purchaser, within ten (10) days after final acceptance of this Agreement, complete copies of all existing environmental reports, -- asbestos surveys, audits, building inspection reports, structural analysis, engineering reports, surveys, construction drawings, architectural plans and specifications, utility plans and specifications, and investigations for or affecting the Property which are in Seller's possession or control and that Seller is able to locate. 23. STATEMENT OF LACI{OF NECESSITY. Pursuant to Lansing City Charter 8-403 and the real property disposition ordinances promulgated there under, the real property to be disposed of in this Agreement or any other agreements referenced or required herein is not necessary for public purposes, as set forth in this Agreement. 24. ENVIRONMENTAL REPORTS. Seller will provide any environmental reports in its possession or control, and which it is able to locate, to Purchaser, prior to Closing. If Purchaser does not cancel this Agreement and closes on the Property, Purchaser shall have unconditionally released Seller from and against any and all liability Seller may have to 7 Purchaser, both known and urrknown, present and future, for "environmental damage," degradation, response, remediation and clean up costs to the Property arising out of Environmental Laws or the presence of hazardous substances on, under, or about the Property at the date of closing. 25. PERMITS AND APPROVALS. During the inspection period Purchaser may, at Purchaser's sole expense, seek to procure zoning approvals, variances, special use permits, building permits, and all other permits and approvals which would give Purchaser the right to use, modify or occupy the Property for Purchaser's intended uses of the Property. Seller agrees to execute any necessary applications and other documents, and otherwise cooperate in such approval and permit process, promptly upon Purchaser's request, at Purchaser's expense. City is not required to approve a request for building or other permit, variance, SLU, or change in zoning. 26. SELLER'S OBLIGATIONS PRIOR TO CLOSING. During the pendency of this Agreement, Seller shall not without Purchaser's prior written consent grant or enter into any lease, option, purchase agreement, land contract, easement, restrictive covenant, or other agreement relating to the Property or further encumber the Property, except that Seller may continue to enter into month-to-month parking leases for the Property. 27. REAL ESTATE COMMISSION. Each party represents to the other that it has not entered into a contract or other arrangement that will result in a real estate commission being due on the sale or closing of this transaction. Each party shall indemnify and hold the other party harmless from any liability of any kind or nature for any commissions due any real estate agent or broker acting on behalf of the indemnifying party, and should the indemnified party be made a party to any suit filed for the collection of the same, the indemnifying party shall pay all attorneys' fees incurred by the indemnified party in connection therewith. 28. FOREIGN PERSON AFFIDAVIT. LHC shall deliver or cause to be delivered to Purchaser at the closing of this sale, an affidavit executed by LHC under penalty of perjury, stating LHC's United States Taxpayer Identification Number and that LHC is not a foreign person, in accordance with Internal Revenue Code Section 1445(b)(2). 29. BINDING UPON PARTIES. Subject to the requirements of Paragraph 33, this Agreement shall be binding upon the parties hereto and their respective heirs, administrators, personal representatives, successors and assigns. Notwithstanding this Section, no assignment of this Agreement or any rights or obligations hereunder shall be valid without the prior written consent of the other party, which each in their respective unreviewable discretion may withhold. 30. COOPERATION. The parties hereto agree to cooperate with each other in every reasonable way in carrying out the transaction contemplated hereby, in obtaining and delivering all required closing documents, and agree to use their best efforts to expeditiously accomplish same. 31. WAIVER. Parties agree to waive deadlines within this Agreement as necessary in order to meet the closing date established in Section 12, where reasonable. In order to facilitate the 8 closing date, the Parties will cooperate in the exchange of information regarding title, surveys, environmental, and due diligence notwithstanding any other deadlines in this agreement. Closing constitutes waiver of all precedent deadlines. 32. ZONING. Purchaser accepts the Property with its current zoning, as is. 33. CONTINGENCIES. This Agreement is binding on Purchaser as evidenced by its signature on this Agreement, at the time Purchaser delivers the Agreement to the City for placement on file with the City Clerk. This sale is contingent on all of the following approvals being obtained prior to closing. If not obtained by December 30, 2014, this Agreement shall be null and void and of no farther effect, unless extended in writing by mutual consent of the parties prior to that date. 1. Approval of the Lansing Housing Commission; 2. Receipt of all required approvals, waivers, or lien releases from the Department of Housing and Urban Development("HUD"); 3. Approval by the Lansing City Council in accordance with the City Charter; 34. PAYMENT IN LIEU OF TAXES (SALE TO TAX EXEMPT ENTITY BY PURCHASER OR PURCHASER'S SUCCESSOR OR ASSIGNEE). The Property will be exempt from taxation (including special assessments) at the time of closing. Purchaser understands that the parcel shall be placed on the appropriate tax rolls on the 31st day of December, immediately following the sale of said parcel. The Purchaser shall be responsible for the payment of all taxes, special assessments and other fees which occur subsequent to the date of closing. It is acknowledged that future tax revenue from the private development and ownership of the Property is a material part of the consideration to the City for this Agreement and the sale of the Property. The Purchaser agrees not to transfer or close on the sale of all or part of the Property to an entity that will result in the Property becoming tax exempt. The Developer agrees that the Property will be placed on the tax rolls and remain on the tax rolls for a period of not less than twenty(20) years commencing with the date of issuance of a Certificate of Occupancy for the building located thereon at closing. In the event the Property is removed from the tax rolls after the commencement of the twenty (20) year taxing period for the Property, but prior to the expiration of such period, then the Purchaser will reimburse the City for an amount equal to the taxable value of the improved Property in the year before it is no longer taxed (the original "Base Value") times sixty two and 49/100 (62.49) mills, which shall equal the "Annual Amount" for each year remaining up to and including the final year of the twenty (20)-year period. The amount payable to the City will be either paid on an annual basis or in one lump sum. If the Purchaser elects to make annual payments, the Base Value shall be increased each year over the prior year's Base Value by the rate promulgated annually by the State Tax Commission to cap taxable value. If the Purchaser elects to make a lump sum payment, the lump sum payment shall be calculated by increasing the Annual Amount by three percent (3.0%) for each year remaining and discounting back at five percent (5.0%), equaling the "Net Present Value." The lump sum is due and payable on or before the Purchaser closes on the transfer or sale of the Property to the State of Michigan or other agency or entity that results in the Property becoming tax exempt or unless the Purchaser elects to make annual payments. The annual 9 payments shall be due and payable on or before June 15th, commencing in the year the Property is no longer taxed and continuing on June 15th of each year for the remaining time. If Purchaser elects to make annual payments, the Purchaser will secure this obligation by providing a Letter of Credit in favor of the City from a financial institution approved by the City (the "Tax Letter of Credit"). The Base Value shall be increased each year over the prior year's Base Value by the rate promulgated annually by the State Tax Commission to cap taxable value. The Tax Letter of Credit will be renewed annually and will be an amount equal to the Net Present Value as calculated above. Such amount will be reduced each year after the annual payment is made by the Purchaser. In the event payment is not made as provided for in this Agreement or the City is not provided evidence of the Tax Letter of Credit renewal at least five (5) business days before it is scheduled to expire, then the City will have the right to present the Tax Letter of Credit for payment of the remaining lump sum amount due. This obligation shall run with the Property, and a memorandum of the covenants, obligations, and agreements set forth in this Section 33 and in evidence hereof ("Memorandum") shall be executed at closing and recorded with the register of deeds. Notwithstanding the above, upon mutual agreement, the City and Purchaser may amend the conditions for sale or transfer to a tax exempt entity. Further, notwithstanding the above, if the Property is taken off the tax rolls through eminent domain, condemnation, or other governmental taking, Purchaser shall not be obligated to reimburse City for the taxable value, 35. REVERSION. If Purchaser does not Commence Construction, including rehabilitation of the existing structure, within three hundred sixty (360) Days from the Date of Closing, the City shall have the right to reclaim, purchase and/or acquire the Property from the Purchaser for an amount equal to the Purchase Price (Section 2) less the amount of the "Purchaser's Deposit" (Section 19), cost of "Title Insurance" paid by Seller (Section 7), and all legal fees and recording fees paid, to have title vested back in the name of the City. The City shall notify the Purchaser within One Hundred Twenty (120) days of the Purchaser's failure to timely Commence Construction of its intent to exercise its right of reversion herein. For purposes of this Section 35, Commencement of Construction shall mean all of the following have occurred: a) Building Plans have been submitted to, and approved by, the City of Lansing for the construction/redevelopment of Property; and b) All mechanical, plumbing and electrical permits have been acquired by the Purchaser, and or their agent, consistent with the Building Plans referenced in subsection (a), above; and c) Site Plan Approval from the City of Lansing has been issued to the Purchaser, and or its agent/representative; and d) Building Permit has been issued to the Purchaser, and or its agent/representative, for the Property; and e) Interior Demolition, which shall not qualify as "commencement of construction" for the purpose of this section, has been completed. If the Purchaser does not Complete Construction within five (5) years of Commencement of Construction the Purchaser shall pay to the Seller the sum of One Hundred Thousand and 10 00/100 Dollars ($100,000.00) within thirty(30) days. For purposes of this Section 35, Completion of Construction shall mean the Purchaser has obtained either a temporary or permanent certificate of occupancy for the entire building located on the Property. 36. MIXED USE DEVELOPMENT. The Purchaser shall develop the existing building(s) on the property for mixed use. The Purchaser agrees not to use any portion of the Property for a liquor store, check cashing, or adult book or video sales. 37. TIME IS OF THE ESSENCE. Time is of the essence in performing this Agreement. 38. RIGHTS IN THIRD PARTIES. Nothing in this Agreement shall be construed to constitute or create rights, expectations or benefits in any person, firm, or other entity against the parties hereto (as third party beneficiaries or otherwise) or to create obligations or responsibilities of the parties thereto to such third parties or to permit anyone other than the parties thereto and their respective successors and assigns to rely upon the covenants, conditions, and agreements herein contained. 39. COUNTERPARTS. This Agreement may be executed in counterparts and all so executed shall constitute one agreement binding on all the parties hereto, notwithstanding that all the parties hereto are not signatories to a single original or to the same counterparts. 40. EXTENSIONS. Either party may, upon written request of the other party, grant written extensions of due dates found in this Agreement. Dated: 2014 PURCHASER: GEORGE F. EYDE FAMILY, LLC BY: GEORGE F. EYDE MANAGER, LLC BY: George F. Eyde Its: CEO Dated 12014 SELLER: CITY OF LANSING 11 BY: Virg Bernero Its: Mayor BY: Chris Swope Its: Clerk LANSING HOUSING COMMISSION BY: Patricia Baines-Lake Its: Executive Director Approved as to fonn: I certify that funds are available in Account No. By: By: Donald J. Kulhanek P49183 Randy Endsley Its: Chief Deputy City Attorney Its: City Controller S:\Attorney_Staft\DEVELOPMENT\Oliver Towers\eyde buy sell 2014\BOP AND SELL AGREEMENT FOR PROPERTY CITY DRAFT 2 DJK 10,08,14,doox 12