HomeMy WebLinkAboutFire Station Agreement (2) RECEIVED
REAL ESTATE PURCHASE AGREEMENT
BETWEEN 2tJ4 APR -3 PM 4-- 29
THE CITY OF LANSING AND {
Daniel J. Luke and Anne H. Carti&''ASIN+� C11 r CLC4. `
For
629 N. Jenison,Lansing,MI
This agreement("Agreement")is made and entered into as of
("Effective Date"),between the City of Lansing, 124 W. Michigan Ave., tans gm MI
48933, a Michigan municipal corporation("Seller"), and Daniel J. Luke and Anne H.
Carrigan ("Buyer")upon the terms and conditions stated below.
1. Sale of Real Property. Seller owns and agrees to sell and convey to Buyer, and
Buyer agrees to purchase from Seller, real estate commonly known as (Fire Station
#7, 629 N. Jenison, Lansing, MI, more particularly described on as follows
("Property"):
LOTS 119 &20 BLOCK 9 ESPANORE AD
2. Price and Payment. Buyer agrees to pay Seller for the Property the sum of
$100,000 Thousand and 00/100 Dollars ($100,000.00), which shall be paid, subject to
closing prorations and adjustments,* 80% Conventional mortgage on the closing
date.
*Purchase contingent upon buyer receiving Construction ..loan .from MSU Federal
Credit Union, 80% loan to value.
*Also contingent upon appraisal satisfactory to buyer.
3. Title. On the closing date, Seller shall execute and deliver to Buyer a Quit Claim
Deed ("Deed") conveying the Property in fee simple, subject to conditions,
restrictions, and reservations of record on file in the Office of the Register of Deeds
of ingham.
4. Closing Costs. Buyer shall be obligated to pay the cost of recording the Deed.
Buyer will be responsible for any closing agent costs in conjunction with conducting
the closing. Except as otherwise set forth in this Agreement, each party shall pay its
own attorneys' fees. All other costs and expenses incident to the purchase and the
closing shall be paid by the party incurring them.
5. Title Insurance and Survey. At Seller's cost, Seller shall furnish Buyer with a
title insurance commitment, without standard exceptions, insuring Seller's title to the
Property issued through Capital Fund Title Services, LLC, 1118' S. Washington
Avenue, Lansing, MI 48910 ("Title Company"). The title insurance commitment #
6239.50 must show good, marketable and insurable fee simple title to the Property in
Seller and in accordance with the terms and conditions of this Agreement. The title
insurance commitment shall be furnished to Buyer not later than fifteen (15) days
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after the Effective Date. Within thirty (30) days after receipt of both the title
commitment and the Survey (as defined in the following paragraph), Buyer shall
notify Seller in writing of any objections to the defects and exceptions shown on the
title insurance commitment. Seller shall notify Buyer in writing within fifteen (15)
days after receipt of such objections as to whether Seller will cure such objections
prior to closing. If Seller does not agree to cure all objections of Buyer prior to
closing, the Buyer may elect to terminate this Agreement on written notice or elect to
accept the Property with such defects and exceptions. The title commitment is not
deemed received until Buyer receives the commitment, legible copies of all
documents referenced in the commitment affecting the Property, and all updates to
the commitment and such documents.
Seller shall, at its cost, deliver, or cause to be delivered, to Buyer an stake survey
depicting the Property and any buildings, easements and other matters concerning the
Property (the "Survey"). The Survey shall be furnished to Buyer not later than thirty
(30) days after the Effective Date. Within thirty(30) days after receipt of both the title
commitment and the Survey, Buyer shall notify Seller in writing of any objections to
any matter shown. Seller shall notify Buyer in writing within fifteen (15) days after
receipt of such objections as to whether Seller will cure such objections prior to
closing. If Seller does not agree to cure all objections of Buyer prior to closing, the
Buyer may elect to terminate this Agreement on written notice or elect to accept the
Property with such defects and exceptions shown on the Survey.
On the closing date, the Buyer will cause the Title Company to issue to Buyer, at
Seller's expense, a title policy. The title policy shall insure title to the Property owned
by Seller in the amount of the Purchase Price.
6. Buyer's Inspection Opportunity. Buyer's obligation to purchase is conditioned
on Buyer's satisfaction with the Property in its sole and absolute discretion. Buyer
may perform or have performed any tests, inspections, investigations, and surveys
that Buyer cares to conduct (which, except as otherwise set forth in this Agreement,
are all to be performed at Buyer's sole expense) during a 60-day inspection period
following the Effective Date. Notwithstanding the foregoing, Seller shall order and
pay for any and all costs in connection with the performance of a Phase I (and Phase
II , if applicable) Environmental Assessment of the Property, with such assessments
to be completed within thirty (30) days from the Effective Date.
*Seller will use its best efforts to provide Buyer and its agents and designees with
reasonable access to the Property for such tests, inspections, investigations, and
surveys. Buyer will not conduct any unreasonably invasive testing without Seller's
prior written consent. Buyer holds Seller harinless from any damages resulting from
Buyer's tests, inspections, investigations, and surveys. At any time during the 60-day
inspection period, Buyer (for any reason) may give written notice to Seller that this
Agreement is null and void. If such notice is not given within the 60-day inspection
period, the inspection condition is removed and Buyer shall be obligated to close
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(subject to satisfaction of all other conditions of Seller to close) the transaction. The
inspection period may be extended by the mutual written consent of the parties.
*Seller will provide Buyer's agent with key, or access to a punch box on building
during inspection period.
7. Possession. Seller shall deliver possession of the Property to Buyer at the closing
date set forth in Section 8.
8. Closing Date. The closing date shall be the date on which the parties shall agree,
but shall be not later than thirty (30) days after the satisfaction or waiver of all
conditions to close, including the following:
a. Section 5, Title Insurance and Survey.
b. Section 6, Buyer's Inspection Opportunity.
C. Section 8,mutual agreement on date of closing.
d. Section 9, mutual agreement on place of closing. (if applicable)
e. Section 15, Conditions Precedent to Buyer's Obligations
f. Section 29, review and approval by Lansing City Council in compliance
with state and local law.
9. Place of Closing. The closing shall take place at the offices of the Title Company,
or at such other place as may be mutually agreed on by Seller and Buyer.
10.-Risk of Loss. Risk of loss or damage to the Property shall rest with Seller until
the time of delivery of possession. In the event, prior to delivery of possession to
Buyer, the Property is damaged by fire, explosion, casualty, or other cause, or in the
event that condemnation proceedings are commenced against the Property or any part
thereof, Buyer shall have the option of either (A) completing the transaction
contemplated in this Agreement, in which event all insurance or condemnation
proceeds or claims shall be assigned to Buyer provided that in no event shall Buyer
be entitled to receive payment or assignment of insurance or condemnation proceeds
in an amount greater than the Purchase Price, or (B) terminating this Agreement by
written notice to Seller within ten (10) calendar days from the date Buyer receives
notice of the damage or condemnation, in which event, notwithstanding any provision
in this Agreement to the contrary, this Agreement shall be terminated and have no
further force or effect, and neither party shall have any rights or obligations under this
Agreement. If Buyer fails to timely deliver to Seller written notice of termination of
this Agreement as described in Section 10(B), then Buyer shall be deemed to have
elected to proceed in accordance with(A) above.
11. Special Assessments. Seller shall deliver to Buyer on the closing date a title
insurance commitment showing that there are no special assessments of record as of
the closing date.
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12. Taxes. There are no taxes due on the Property at the time of closing and therefore
no proration of taxes is provided herein. Buyer will be responsible for any subsequent
taxes.
13. Real Estate Commission. Seller shall be obligated to pay a real estate
commission to CBREIMartin for real estate services provided in connection with this
transaction. No other real estate commission shall be paid by Seller in connection
with this transaction.
14. Seller's Representations and Warranties. To induce Buyer to enter into this
Agreement, .Seller makes the representations, warranties, and covenants contained
below, each of which is material to and is relied on by Buyer. Seller represents,
warrants, and covenants as follows:
A. Authority to Sell. Seller has or will have the right, power, and authority to
enter into this Agreement and to sell the Property to Buyer in accordance with this
Agreement's terms and conditions. Authority to sell is conditioned on approval
of Lansing City Council as set forth in Section 29.
B. Title. Seller has good, marketable and insurable fee simple title to the Property
free and clear of liens, security interests, or other encumbrances and restrictions of
record other than those shown on the Survey and title commitment. There are no
claims of any other parties under any other leases, occupancy agreements,
options, or rights of first refusal with respect to the Property.
C. Violations. There are no known threatened or pending special assessments,
condemnation, zoning, moratoriums, outstanding notices of any uncorrected
violations or any other proceedings, administrative or otherwise, or litigation with
respect to the Property.
D. Lease. Seller shall not, after the Effective Date, mortgage, convey, lease or
encumber the Property without Buyer's prior written consent, which consent may
be withheld in Buyer's sole and absolute discretion.
E. Reaffirmation. Each and every warranty, representation, and covenant set
forth in this Agreement shall be true as of the Effective Date and as of the closing
and shall continue thereafter in full force and effect and not expire.
F. Insurance. Seller shall keep the Property fully insured against risk of loss by
fire,windstorm,or otherwise until the delivery of possession to Buyer.
G. Latent Defects. The Property is free from latent defects and concealed
dangers.
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15. Conditions Precedent to Buyer's Obligations. The obligation of Buyer to
consummate the transactions contemplated by this Agreement is subject to the
fulfillment prior to and at the closing date of each of the following conditions:
A. Representations and Warranties. The representations and warranties of
Seller contained in this Agreement shall be true and correct in all material
respects at and as of the closing date as though such representations and
warranties were made at and as of such time;
B. Performance. Seller shall have in all material respects performed and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to and at the closing date;
C. Unsatisfactory Conditions. Buyer shall not have terminated this Agreement in
accordance with the terms of this Agreement.
D. Environmental Review. Buyer's obligation to close this transaction is
expressly conditioned upon Buyer's receipt of the Phase I Environmental Report.
Buyer shall have sixty (60) days from the date of the execution of this Agreement
by both parties or Thirty (30) days from receipt of the updated Phase I
Environmental Report to conduct at Buyer's sole expense, such additional
environmental studies of the Property (the "Environmental Review Period"). If,
within the Environmental Review Period, the Buyer determines that it is not
satisfied with the condition of the Property, Buyer may cancel this Agreement in
writing, with no further liability or obligation by either party with regard to this
Agreement.
16. "As Is" Transaction.
A. Buyer acknowledges that it will have been afforded a reasonable opportunity
to conduct due diligence activities with respect to the Property. Buyer further
acknowledges that notwithstanding any prior or contemporaneous oral or written
representations, statements, documents, or understandings, this Agreement
constitutes the entire understanding of the parties with respect to the subject
matter and supersedes any such prior or contemporaneous oral or written
representations, statements, documents, or understandings. Buyer further
acknowledges that Seller does not make any representations or warranties of any
kind whatsoever, either expressed or implied, except as expressly contained in
this Agreement with respect to the property or any related matters, and that the
Property is being transferred to Buyer in "as is — where is condition, with all
faults." In particular, except as otherwise set forth in this Agreement, Seller
makes no representations or warranties with respect to the use, physical condition,
occupation or management of the Property, compliance with applicable statutes,
laws, codes, ordinances, regulations, or requirements relating to leasing, zoning,
subdivision, planillng, building, fire, safety, health, or environmental matters,
compliance with covenants, conditions and restrictions (whether or not of record),
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other local, municipal, regional, state or federal requirements, or other statutes,
laws, codes, ordinances, regulations, or requirements.
B. Seller makes no representations or warranties as to the environmental
condition of the Property. Buyer shall rely on its own investigation of the
Property, and any environmental report(s) or assessment(s) obtained by the Buyer
in making any decisions regarding the suitability of the Property.
On closing, except as otherwise provided in this Agreement, Buyer will be deemed to
have accepted the Property in "as is—where is condition, with all faults," including the
location and extent of boundaries, encroachments, the condition of all improvements, and
the environmental condition of the Property.
17.Remedies.
A. In the event of default by Buyer or Seller to perform its obligations under this
Agreement when due, which remains uncured for fifteen (15) calendar days after
notice to the defaulting parry of such default, the non-defaulting party may, at its
option and as its sole and exclusive remedy, (i) terminate this Agreement by
written notice to the defaulting party, or (ii) exercise the right to specific
performance. Notwithstanding anything to the contrary contained in this
Agreement, the parties agree that in no event will any party be responsible for
consequential damages, exemplary damages, punitive .damages, special/indirect
damages or damages based on a multiple or lost profits.
B. Notwithstanding the foregoing, if the sale contemplated by this Agreement
shall fail to close for failure of any condition set forth in Section 15 C above, or
due to Seller's inability to deliver an owner's policy of title insurance in
accordance with Section 5 of this Agreement, Buyer shall be entitled to terminate
this Agreement as its sole remedy, and thereafter neither parry shall have any
other right or remedy against the other party.
18. Severability. If any noneconomic mutual term or provision of this Agreement or
the application to any person or circumstances shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected, and each term and provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.
19. Further Assurances. Each undersigned party will, whenever it shall be
reasonably requested to do so by the other, promptly sign, acknowledge, and deliver,
or cause to be signed, acknowledged, or delivered, any and all such further
conveyances, confirmations, instruments, or further assurances and consents as may
be necessary or proper to effectuate the covenants and agreements provided in this
Agreement. Each of the undersigned parties shall cooperate in good faith with the
other and shall do any and all other acts and sign, acknowledge, and deliver any and
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all documents so requested to satisfy the conditions set forth and to c out the
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intent and purposes of this Agreement.
20. Interpretations. Any uncertainty or ambiguity shall not be interpreted against
either party because such party prepared any portion of this Agreement but shall be
interpreted according to the application of rules of interpretation of contracts
generally.
21. Construction. Whenever the singular is used, including acknowledgments, it
shall be.construed to include the plural or the singular., and the use of any.gender shall
be construed to include and be applicable to all genders as the context shall warrant.
22. Time of the Essence. Time is of the essence of this Agreement.
23. Entire Agreement. This Agreement contains the entire agreement of the parties.
This Agreement cannot be modified or _altered unless reduced to writing and
consented to by all the undersigned parties.
24. Assignment. This Agreement is not assignable by either party without the
written consent of the other party. No such assignment shall release the assigning.
party from its obligations under this Agreement without the express written consent
of the other party, which consent may be withheld by such other parry in its absolute
discretion.
25. Notices. All notices given pursuant to this Agreement by either party to the other
shall be in writing and delivered by overnight mail or delivery service or via facsimile
to the address below, or at such other address or addresses as either party may
designate by notice given to the other party. All such notices shall be deemed
effective on the day of facsimile transmission or the next day for overnight delivery
service or mail. All notices shall be addressed to the parties as follows:
To Buyer Agent Concetta D'Agostino
RE/MAX Real Estate Professionals
6607 W. St. Joseph
Lansing,MI 48817
With a copy to Daniel Luke
3322 Stoneleigh Dr.
Lansing, MI 48910
To Seller' Agent:
CBREIMartin
Commercial Real Estate Services
1111 E. Michigan Avenue
East Lansing, MI 48223
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With a copy to: Robert Johnson
Director of Planning and Neighborhood
316 N. Capitol Ave.
Lansing, MI 48933
26. Facsimile and Counterparts. This Agreement and all documents to be executed
in connection with this Agreement may be signed and delivered via facsimile or
electronic mail and in two counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same document.
27. Governing Law. All aspects of this Agreement shall be governed by the laws of
the State of Michigan.
28. Provisions Not Merged With Deed. None of the provisions of the Agreement
are intended to or shall be merged by reason of any deed transferring title to the
Property from the Seller to the Buyer or any successor in interest, and any such deed
shall not be deemed to affect or impair the covenants of the Agreement.
29. CITY COUNCIL APPROVAL. This Agreement is binding on Purchaser evidenced by its
signature to this Agreement, at the time Purchaser is delivering this Agreement to the City. Seller
has the right to accept or reject this Agreement in compliance with Lansing City Charter
requirements,including final approval by Lansing City Council. .
30. STATEMENT OF LACK 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.
*Stove in kitchen and fire call box pole to remain with property.
*Subject to satisfactory review of buyer's attorney
*CBRE/Martin to pay RE/MAX Real Estate Professionals 50%of seller paid commission
or 3% of sales price,whichever is greater, at closing for services performed by buyer's
agent.
[The remainder of this page is intentionally blank.]
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Seller and Buyer have executed this Agreement as of the date set opposite their
respective signature.
SELLER:
CITY OF LANSING
Dated: `yt By: /s
Mayor
Its:
BUYER:
Daniel J. Luke and Anne H. Carrigan
Dated: 17 :f1 By: /s/ � ..r -
Its:
Approved as to form: I certify funds are available
In account no.:
City Attorney Controller'
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r
-i CBRE IMF
COUNTER OFFER
629 N.Jenison.Lansing.Michigan
(Property)
This agreement to be part of and incorporated into the Buy and Sell Agreement between DANIEL J. LUKE AND
ANNE H.CARRIGAN as BUYER and CITY OF LANSING as SELLER dated January 17, 2014, regarding the above
icaptioned property.
I
Date: Feb 10 2014, A.M./P.M.
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THE ABOVE REFERENCED BUY AND SELL AGREEMENT IS AMENDED AS FOLLOWS:
SELLERS COUNTER OFFER
1. Paragraph 2. Price and Payment.
a. Purchase Price to be One Hundred Fifteen Thousand and 00/100 Dollars($1 15,000.00).
b. BUYER shall apply for and be approved for said Loan within Inspection Opportunity.
C. Appraisal shall be completed during the Inspection Opportunity.
2. Paragraph 6. Buyer's Inspection Opportunity. Access to the Property shall be granted through S'ELLER's
Agent.
3. Paragraph 30. Statement of Lack of Necessity. A separate commission agreement defining the acceptable
terms will be signed between REIMAX Real Estate Professionals and CBREIMartin.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
BUYER'S acceptance of any counter offer made by SELLER will be binding on the SELLER only when and if the
SELLER signs below acknowledging receipt by SELLER of a copy of the BUYER'S acceptance of SELLER'S counter
offer. If SELLER receives multiple offers or multiple acceptances of counter offers prior to written acknowledgment
by SELLER of an accepted counter offer, SELLER will be entitled to choose conclusively the transaction by which
SELLER will be bound.
This Counter Offer will be'void if not accepted by BUYER by fZ4 2014, c5 A.tvi&
RECEIPT IS LEDGED BY SELLER OF A COPY OF THIS COUNTER OFFE EEMENT.
WIT SS SELLER
WITNESS SELLER
SELLER'S ADDRESS
Date -57 2014, A.M./P.M.
SELLER'S Couj er Offer above is
t! ACCEPTED as written;OR
C REJECTED
WITNESS �D'' � ` Ga �I .. �, i/ BUYER
WITNESS / � I BUYER
Date 2014, A.M./P.M.
RECEIPT IS ACKNOWLEDGED BY SELLER of a copy of the BUYERS acceptance of SELLER'S Couriter Offer.
ITNESS
WITNESS SELLER
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