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HomeMy WebLinkAboutGrand Woods Park Purchase Agreement S 1 �G Chris Swope Lansing City Clerk rcH I O April 22, 2016 City Council President and Members of the Lansing City Council 10th Floor City Hall Lansing, MI 48933 Dear President and Council Members: Pursuant to Article 8, Chapter 4, Section 8-403.3 of the Lansing City Charter, on April 14, 2016 the Mayor's Office placed on file in my office a Buy and Sell Agreement for Property between the City of Lansing and the Charter Township of Delta, Michigan. Under the Charter, a public hearing may be held on this matter on or after May 14, 2016 (30 days after received). This document is available for review at the office of the City Clerk or at http://www.lansingmi.gov/clerk under the heading of Documents Placed on File. Sincerely, Chris Swope, CIVIC Lansing City Clerk Lansing City Clerk's Office Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695 517-483-4131 • TDD 517-483-4479. 517-377-0068 FAX www.lansingmi.gov/clerk • clerk@lansingmi.gov GRAND WOODS PARK PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is entered into this day of , 2016 ("Commencement Date"), by the City of Lansing, a Michigan municipal corporation, whose address is 124 W. Michigan Avenue, Lansing, Michigan 48933 (the "Seller"), and Charter Township of Delta, a Michigan charter township organized and operating under the Michigan Charter Township Act, MCL 42.1, et seq., as amended, whose address is 7710 W. Saginaw Highway, Lansing, Michigan 48917 (the "Purchaser"), for the transfer by Seller to Purchaser real property commonly known as "Grand Woods Park" owned by Seller located within the Charter Township of Delta, Eaton County, Michigan, which real property is described in the legal description which is attached as Exhibit "A." The parties agree that the final legal description shall be that which is contained in the title commitment. I. Property Transferred. Purchaser shall purchase and receive, and Seller shall sell, all of the land situated in the Charter Township of Delta, Eaton County, Michigan, described in Exhibit A, including all easements and all other interests and rights of Seller that are appurtenant to the real estate, including, but not limited to, all rights, title, and interest, if any, of Seller in and to any land lying in the street, road, or avenue in front of, within, adjacent to, or adjoining such land("Property"). II. Purchase Price. The Property shall be purchased for the amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00). At closing, Purchaser shall pay the purchase price pursuant to a Land Contract, the form of which is attached as Exhibit `B." The specific terms and conditions of the Land Contract include the following: A. The purchase price shall be paid annually in five (5) installments, with the deposit amount of One Thousand and 00/100 Dollars ($1,000.00) being credited to the first installment for a payment of One Hundred Nineteen Thousand and 00/100 Dollars ($119,000.00) and the remaining four (4) installments each being One Hundred Twenty Thousand and 00/100 Dollars ($120,000.00). The first installment is due , 2016, and the remaining installments due each for the next four(4) years. B. Installment Payment Schedule: i. $119,000 on or before , 2016 ii. $120,000 on or before , 2017 iii. $120,000 on or before , 2018 iv. $120,000 on or before , 2019 v. $120,000 on or before , 2020 C. No interest shall accrue on the unpaid balance. D. Purchaser may pay all or any part of the purchase price within five (5) years without any prepayment penalty. At closing, Seller and Purchaser shall execute a Memorandum of Land Contract which evidences the Land Contract, a copy of which Memorandum of Land Contract is attached and made a part hereof as Exhibit "D". III. Closing. The closing of the sale described herein shall take place at Transnation Title Agency of Michigan Central Division, LLC, 1675 Watertower Place, East Lansing, Michigan (the "Title Company"), which shall occur within ten (10) days following the date that all documents are prepared and approved and all contingencies contained in this Agreement are satisfied or waived. Notwithstanding the foregoing, the closing shall occur on or before April 30, 2016. IV. Evidence of Title. Seller shall, at its expense, as soon as practical and in any event within fifteen (15) days from the effective date of this Agreement, obtain a commitment for an owner's policy of title insurance from the Title Company in the amount of the purchase price (with standard exceptions removed if the Title Company is willing to do so at no additional cost to the Seller at closing), showing Seller's title to be in the condition called for under this Agreement, except for mortgages and judgments that can and will be satisfied out of the proceeds of sale. Any assessments or liens related to the drains located on the Property are the responsibility of Purchaser. Within fifteen (15) days of receipt of the commitment for title insurance, Purchaser shall notify Seller of any exceptions which are not acceptable to Purchaser (together hereinafter called "Title Defects") disclosed in such commitment. If Seller fails to have the Title Defects deleted from the commitment or discharged within sixty (60) days after receipt of notice from Purchaser, the Purchaser may, within twenty (20) days of the expiration of such period, in addition to all other rights and remedies hereunder: (a) elect to take title to the Property as it then is, and credit an amount equal to the actual cost incurred by Purchaser to cure or discharge such Title Defects against the Purchase Price; or (b) extend for up to ninety (90) days the period for Seller to cure such Title Defects, and if such Title Defects are not deleted during the extended period, Purchaser may then exercise its rights under subparagraph(a) above. V. Escrow of Quit Claim Deed. At closing, Seller shall deliver to the Title Company a fully executed Quit Claim Deed to be held in escrow to be conveyed to be conveyed to Purchaser upon the final payment, see Section ILB of this Agreement, being received by Seller. The form of the Quit Claim Deed and Deed Escrow Agreement are attached as Exhibits "C" and "E," respectively. The Quit Claim Deed shall, upon performance by Purchaser pursuant to Section II.13, convey title to the Property to Purchaser, free and clear of all liens, encumbrances and conflicting claims of ownership, except those encumbrances, restrictions and exceptions disclosed in the title commitment to which Purchaser has not objected. VI. Taxes, Assessments, and Utilities. All property taxes and assessments (including drain taxes and assessments), if any, that have been billed for the Property in the years prior to closing shall be paid by Purchaser at, or prior, to closing. 2 VII. Real Estate Transfer Tax and Affidavit. Purchaser shall pay any and all required Michigan real estate transfer taxes, if any, on this transaction. Purchaser shall pay the cost of preparing and filing any and all real estate transfer affidavits. VIII. Toxic or Hazardous Materials. To the best of Seller's knowledge, no toxic or hazardous substances have been generated, treated, stored, disposed of, or otherwise deposited in or located on the Property, including, without limitation, asbestos, and the group of organic compounds known as polychlorinated biphenyls. Nor has any activity been undertaken on the Property which would cause the Property to become a hazardous waste treatment, storage, or disposal facility. Further, to the best of Seller's knowledge, no underground storage tanks or underground deposits are located on the Property. Purchaser shall certify that it has not deposited any hazardous material, installed any underground storage tanks or caused any underground deposits to occur on the Property. IX. Conditions Precedent to Purchaser's Performance. In addition to any other conditions contained in this Agreement, the obligation of Purchaser to consummate the transaction contemplated by this Agreement is subject to the fulfillment of the following conditions on or prior to the closing date: A. Each of the representations or warranties of Seller shall be true and correct as though made again as of the closing date and no representations or warranties shall have been violated or breached prior to closing; B. Seller and Purchaser shall perform and comply with all agreements and conditions required to be performed or complied with as of the date of closing; C. There shall be no material adverse change in the Property, excepting normal wear and tear; and D. No action or proceeding to restrain, prohibit, or invalidate the transactions contemplated shall be pending or threatened, nor shall any order restraining or prohibiting the transactions contemplated have been issued by any public authority, governmental agency or court, nor shall any attachments, garnishments, levies, liens, or other litigation have been filed or be in effect regarding the transactions contemplated by this Agreement. In the event Seller shall fail to perform any of the stated obligations, Purchaser shall be entitled to: (i) terminate this Agreement by written notice delivered to Seller on or prior to the closing date, obtain a refund of the Deposit Amount and Installment Payments reimbursed by Seller after Seller has sixty days (60) to cure any default, unless a longer period has otherwise been provided herein, and pursue all remedies available under applicable law; (ii) obtain specific performance of the terms and conditions of this Agreement; or (iii) waive Seller's default and proceed to consummate the transaction with Seller as contemplated, in which case, an amount equal to the costs incurred by the Purchaser to cure any default of the Seller that can be cured with the payment of money shall be credited against the purchase price, if agreed to by Seller. 3 In the event Purchaser does not elect to terminate this Agreement as permitted and the conditions precedent to Purchaser's obligation to purchase the Property have been satisfied or waived by Purchaser, and thereafter Purchaser fails to purchase the Property on the closing date in accordance with the terms of this Agreement, Seller shall be entitled to terminate this Agreement and have delivered to the Seller, as liquidated damages, the Deposit Amount received by Seller pursuant to Section II.B, a return of the Quit Claim Deed and may elect to pursue all other remedies provided by law. Seller and Purchaser agree that in the event of a default by Purchaser under this Agreement, Seller's damages would be the Deposit Amount and Installment Payments and any other remedies provided by law. X. Property Divisions. The Quit Claim Deed to be held in escrow until the contract balance is paid, which is required pursuant to Paragraph V, above, shall state that Seller grants to Purchaser the right to make all permitted divisions under Section 108 of the Land Division Act, Act No. 288 of the Public Acts of 1967, as amended After final payment is made. XI. Execution of Other Necessary Documents. Purchaser and Seller agree to execute any and all documents necessary or required to complete the transaction contemplated as may be reasonably requested by the other party. XII. Costs of Closing. Seller shall pay for: fees for preparing the Quit Claim Deed; title insurance in the amount of the purchase price; any attorney's opinion and/or services on behalf of the Seller; and any documents necessary to put Seller's title in the condition required by this Agreement. Purchaser shall pay the cost of fees for recording the Quit Claim Deed; preparation and filing of the Real Property Transfer Affidavit; and any attorney's opinion and/or services on behalf of Purchaser. In addition, Purchaser shall pay the closing fee, if any, which may be imposed by the Title Company. XIII. Survival. Seller and Purchaser's obligations and warranties contained in this Agreement shall survive closing. XIV. Deposit. At the time Seller signs this Agreement, Purchaser shall deposit the sum of One Thousand and 00/100 Dollars ($1,000.00) with the Title Company that provides the title commitment as required by Paragraph IV, above ("Deposit Amount"), which amount shall be credited to the purchase price at closing. In the event that any of the conditions precedent stated in this Agreement are not satisfied and the sale of the Property contemplated described does not occur, the Title Company shall as soon as possible return the Deposit Amount to Purchaser and Purchaser shall be able to pursue any other remedies provided by law. Should all conditions precedent for closing be satisfied and should Purchaser default on its obligation to purchase the Property, the title company shall forward the Deposit Amount to the Seller as liquidated damages and Seller shall be able to pursue any other remedies provided by law. XV. Representations and Warranties of Seller. Seller represents and warrants to Purchaser as of the date of signing, and as of the Closing Date, the following, with the understanding that each of the following representations and warranties are material and have been relied upon by Purchaser in connection with this Agreement: 4 A. Seller has no knowledge of any existing, pending, or threatened litigation or legal or other court, administrative, or extra judicial proceedings in connection with their ownership and operation of, or affecting the Property. B. Seller has not and will not from and after the date of execution: (i) enter into any lease or otherwise encumber the Property, except as elsewhere may be provided herein; (ii) enter into any agreements which would be binding on Purchaser after its acquisition of the Property or which would affect Purchaser's title to or right to possession of the Property; or (iii) perform, fail to do, or permit to be done any act or deed which would in any manner impair or diminish the value of the Property or Seller's right or ability to convey, following satisfactory performance by Purchaser pursuant to Section II.B, the Property to Purchaser pursuant to this Agreement. C. Seller has and will have on the Closing date the power and authority to sell, including placing the Quit Claim deed in escrow with the Escrow Agent, the Property to Purchaser and perform its obligations in accordance with the terms and conditions of this Agreement; and each person who executes this Agreement (and all other instruments and documents in connection) has or will have due power and authority to so act. D. Seller is the lawful owner of the Property and has the ability to deliver insurable and marketable title to the Property free and clear of all liens and encumbrances other than the Permitted Exceptions. E. Neither this Agreement nor anything to be done by Seller pursuant to and including, without limitation, the conveyance of all of Seller's right, title and interest in and to the Property as contemplated, violates or will violate any contract, agreement or instrument to which Seller is a party or bound or which affects the Property. F. Seller has no knowledge of any existing facts or conditions which may result in the issuance of, any violations of any zoning, safety, environmental, health or other codes, laws, ordinances or regulations with respect to the Property or appurtenances. G. Neither the execution, delivery, performance or compliance with this Agreement and all other documents contemplated, nor the conveyance of all of the Seller's right, title, and interest in and to the Property described will (i) violate or conflict with the Seller's governing documents, (ii) result in any breach or violation of, or be in conflict with, or constitute a default under any mortgage, indenture, contract, agreement, lease, instrument, judgment, decree, order, or award binding on Seller or to which Seller is a party, or affecting or binding on the Property, or (iii) violate or conflict with any governmental statute, law, ordinance, rule, regulation, order, judgment or directive. The provisions of this Paragraph XV and all representations and warranties contained shall be true as of the closing date and shall survive the closing of the transactions contemplated and the conveyance of the Property to Purchaser. 5 XVI. Binding. This Agreement is binding on Purchaser as evidenced by its signatures to this Agreement, at the time the Seller is delivering this Agreement to the City and continuing until this Agreement has been accepted in accordance with the City Charter. THIS AGREEMENT SHALL NOT BE BINDING UPON SELLER UNTIL AND UNLESS THE LANSING CITY COUNCIL BY FINAL ACTION AND RESOLUTION APPROVES THE PURCHASE AND UNTIL AFTER THE AGREEMENT IS EXECUTED BY THE SELLER'S DULY AUTHORIZED OFFICER OR AGENT AND IS DELIVERED TO PURCHASER. THIS AGREEMENT SHALL NOT BE BINDING UPON PURCHASER IF NOT FULLY EXECUTED BY APRIL 30, 2016. XVII. Possession. At closing, upon completion of conditions stipulated in this Agreement, Seller shall deliver possession of the Property to Purchaser free from any leases or other rights of use. XVIII.Extension and Termination of Lease. There is currently a Lease Agreement between Seller and Purchaser with regards to the Property. The Lease Agreement shall be extended to, and automatically terminate, as of the date of closing. XIX. Time of Essence. Time is of the essence with respect to all dates and times set forth. XX. Notices. Notices or consents of any kind required or permitted under this Agreement shall be in writing and shall be deemed duly delivered if delivered in person or by certified mail (return receipt requested),postage prepaid to the appropriate party as follows: A. If to Seller: City of Lansing Attn: Chad Gamble 124 W. Michigan Avenue Lansing, Michigan 48933 With a copy to: City Attorney 5t'Floor City Hall 124 W. Michigan Avenue Lansing, Michigan 48933 B. If to Purchaser: Charter Township of Delta Attn: Brian Reed, Township Manager 7710 W. Saginaw Highway Lansing, Michigan 48917 6 With copies to: Charter Township of Delta Attn: Jeffrey Anderson Finance Director 7710 W. Saginaw Highway Lansing, Michigan 48917 -and- Gordon W. VanWieren, Jr., Esq. Thrun Law Firm, P.C. 2900 West Road, Suite 400 P.O. Box 2575 Lansing, Michigan 48826-2575 XI. Assignment. This Agreement shall be binding and inure to the benefit of the successors and assigns of the respective parties. XXII. Merger Clause. This Agreement contains the entire understanding between the parties and neither party has relied upon any verbal or written representations or understandings not set forth, whether made by any agent or a party hereto, the only exception being the Escrow Agreement. XXIII. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Michigan. XXIV.Headings. The headings used are for convenience only and shall not govern the interpretation of any paragraph. XXV. Amendments. This Agreement may be amended or modified only by a document in writing executed by both of the parties. XXVI. Effective Date. This Agreement shall be effective as of the date upon which the last of the parties listed below has signed this Agreement. XXVII. Acknowledgment of Representations Made by Purchaser and "As-Is" Condition. The Parties recognize and acknowledge that the Purchaser has leased the Property from the Seller since 1985, and had actual possession of and responsibility for the Property since that time. The Representations and Warranties contained herein are based on statements and assurances provided by Purchaser, including, but not limited to, those representations contained in Sections IV (Evidence of Title), VIII (Toxic or Hazardous Material). Seller is not responsible for any warranty or representation which the Purchaser has or should have knowledge of prior to Closing Date or the conveyance of title, whichever occurs later. Purchaser agrees to accept the property in an"as is" condition. XXVIII. Extensions. Deadlines contained within this Agreement may be extended by mutual advance written agreement of the Parties. 7 XXIX. Execution in Counterparts. The parties acknowledge that this Agreement may be executed in counterparts by the parties and will be effective upon the other party's receipt of the counterpart by personal delivery, facsimile, or other electronic transmission. If transmitted by facsimile or other electronic transmission, the party agrees to forthwith execute and return an original, executed copy of the Agreement to the other party. XXX. Real Estate Brokers. The parties agree and represent to one another that no real estate brokers are involved in this transaction. To the extent permitted by law, each party agrees to indemnify the other against the claims of any brokers and salespeople who allege that they represented a party or are entitled to a commission or fee as a result of the transaction. WITNESSES: SELLER: CITY OF LANSING, a Michigan municipal corporation By: Virg Bernero Its: Mayor Dated: WITNESSES: PURCHASER: CHARTER TOWNSHIP OF DELTA, a Michigan charter township By: Brian Reed Its: Township Manager Dated: Approved as to form: I certify funds available in Account No. City Attorney Controller w:\wdsystem\wddocs\cliedoc\615\1\01200762.doex 8 EXHIBIT "A" LEGAL DESCRIPTION GRAND WOODS PARK The parties agree that the final legal description shall be that which is contained in the title commitment. Parcels of land located in Sections 1 and 2, Township 4 N, Range 3 W, Charter Township of Delta, Eaton County, Michigan described as: Parcel No. 040-001-300-001-00 (89.20+/-Acres) Commencing 903 feet North of the South 1/4 post at the Northeast corner of River Ridge#1, 60°51' West 505 feet, West 87°44' West 363.83 feet, South 77°49'West 481.6 feet, North 82°24' West 394.67 feet, North 86013' West 1,293.86 feet, North 60'01' West 565.02 feet, North 47057' West 260.75 feet, North 74°22' West 338.15 feet to the East 1/8 line of Section 2, North to Grand River, easterly along river to the North and South 1/4 line of Section 1, South to beginning, with 66 foot right of way from the South line approximately 600 feet East on the West line of Section 1, Sections 1 and 2, T4N, R3W, Delta Township, Eaton County, Michigan. Parcel No. 040-001-400-050-00 (53.85 +/-Acres) That part of the Southeast fractional 1/4 lying Southwest of the Grand River, Section 1, T4N, R3W, Delta Township, Eaton County, Michigan. and commonly known as 4500 W. Willow Highway, Lansing (Charter Township of Delta), Michigan. EXHIBIT "B" LAND CONTRACT THIS LAND CONTRACT (the "Land Contract" or this "Land Contract") is made this day of , 2016 (the "Commencement Date"), by the City of Lansing, a Michigan municipal corporation, whose address is 124 W. Michigan Avenue, Lansing, Michigan 48933 ("Seller"), and Delta Charter Township, a Michigan charter township organized and operating under the Michigan Charter Township Act, MCL 42.1, et seq., as amended, whose address is 7710 W. Saginaw Highway, Lansing, Michigan 48917 ("Purchaser"). In consideration of the mutual covenants herein contained, witnesseth: 1. Seller hereby agrees to sell and convey to Purchaser the real property commonly known as "Grand Woods Park" located in the Charter Township of Delta, Eaton County, Michigan, legally described as follows: Parcel No. 040-001-300-001-00 (89.20 +/- Acres) Commencing 903 feet North of the South 1/4 post at the Northeast corner of River Ridge#1, 60°51' West 505 feet, West 8744' West 363.83 feet, South 77°49'West 481.6 feet, North 82°24' West 394.67 feet, North 86°13' West 1,293.86 feet, North 60'01' West 565.02 feet, North 4757' West 260.75 feet, North 74022' West 338.15 feet to the East 1/8 line of Section 2, North to Grand River, easterly along river to the North and South 1/4 line of Section 1, South to beginning, with 66 foot right of way from the South line approximately 600 feet East on the West line of Section 1, Sections 1 and 2, T4N, R3W, Delta Township, Eaton County, Michigan. Parcel No. 040-001-400-050-00 (53.85 +/-Acres) That part of the Southeast fractional 1/4 lying Southwest of the Grand River, Section 1, T4N, R3W, Delta Township, Eaton County, Michigan. The property is commonly known as 4500 W. Willow Highway, Lansing (Delta Township), Michigan (the "Property"). 2. Purchaser agrees to buy the Property and to pay Seller or its legal representatives, by check made payable to Seller, therefor at such place as Seller may designate from time to time in writing, a total of Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the "Purchase Price") as follows: with the deposit amount of One Thousand and 00/100 Dollars ($1,000.00) being credited to the first installment for a payment of One Hundred Nineteen Thousand and 00/100 Dollars ($119,000.00), with the first installment due on or before , 2016; and the four (4) remaining equal annual installments of One Hundred Twenty Thousand and 00/100 Dollars ($120,000.00), due on or before of each subsequent year until paid in full. No interest shall accrue on the unpaid balance. Purchaser may pay all or any part of the purchase price within five (5) years without any prepayment penalty. The entire balance of principal shall be due and payable within five (5) years from the Commitment Date of this Land Contract. 3. Purchaser shall not commit or allow any other person to commit waste or damage to the Property or to any appurtenance thereof. 4. Purchaser shall enter the Property for taxation in its name and shall pay, prior to the imposition of any interest or penalty thereon, all taxes and assessments, if any, which are or become a lien on the Property after the closing date. Purchaser shall furnish Seller with proof of payment within thirty(30) days of payment. Any special assessment may be paid in installments if permitted by the taxing authority. 5. If Purchaser fails to pay any deficiency required by Section 4 within thirty (30) days after Seller's written demand or if Purchaser defaults in making any required payment of taxes and assessments, Seller may pay same, including any interest or penalty and the amount so paid shall be due at once, shall be added to the unpaid balance of this Land Contract and shall be a lien on the Property. 6. Seller reserves the right to convey its interest in this Land Contract; the conveyance thereof shall not be cause for rescission. Seller may, at any time, place one or more mortgages on the Property which, together with any mortgages existing on the date hereof, shall secure not more than the balance owing hereon at the time such mortgages are executed; provided that no mortgages, hereafter executed, either singularly or in the aggregate, shall provide for interest rates or payments of interest and principal in excess of the interest rate and installment payments required hereby. Seller shall promptly notify Purchaser of the prior existence of or the execution of any such mortgages, the identity of the mortgagee and of the amount, interest rate, and payment terms thereof. If Seller defaults on any mortgage or if Seller is presently purchasing the Property on an antecedent contract and default under its terms, Purchaser may pay to the mortgagee or antecedent contract vendor the amount necessary to cure the default, credit the payment to the balance due hereunder and allocate it to installment payments required hereby. When the amount owed on this Land Contract is paid down to the amount secured by any mortgage or mortgages, presently existing or hereafter executed, providing for interest rates and payments of interest and principal not in excess of those provided by this Land Contract: Seller may execute and deliver a Quit Claim Deed to Purchaser subject to such mortgage or mortgages which Purchaser shall assume and agree to pay, and any mortgage assumption fees shall be paid by Seller. 7. Upon the signing of this Land Contract, Seller shall deliver to the title company, Transnation Title Agency of Michigan Central Division, LLC, East Lansing, Michigan ("Transnation Title"), a fully executed and notarized Quit Claim Deed. Said deed shall convey title to the property free and clear of all liens, encumbrances and conflicting claims of ownership, except as disclosed in the title commitment. Transnation Title shall release the Quit Claim Deed to Purchaser upon confirmation by the Seller that this Land Contract has been paid in full. 2 8. Purchaser may take possession of the Property immediately upon closing, and occupancy on the date of this Land Contract, as long as Purchaser shall perform all the covenants and agreements herein mentioned, upon its part to be performed. In addition, during the term of this Land Contract, Purchaser shall have the right to construct physical improvements and remove trees located on the Property. 9. Purchaser has leased and been in possession of the above described premises since 1985 and agrees to accept the Property in an "as is" condition and with any utilities, drains or other infrastructure "where is". 10. Purchaser shall not have the right to assign or transfer this Land Contract or any interest therein without the written consent of Seller. 11. If Purchaser defaults in any of the provisions, Seller may give the Purchaser, or the persons holding possession under Purchaser, written notice of forfeiture in the manner required by law and may declare that all money unpaid under this Land Contract will be immediately due and payable if the default is not cured in the permitted time. If the default is not cured within the time permitted by law and subject to compliance with applicable law, the Seller may take possession of the Property and all buildings and improvements; may declare the entire unpaid portion of the purchase price immediately due and payable and; Purchaser and all persons holding possession under Purchaser, shall be liable to be removed from possession of the Property with notice and in any manner provided by law. In addition, Purchaser shall pay all costs, including attorney fees, which Seller incurs as a result of Purchaser's default. 12. Nothing shall preclude Seller from pursuing any other legal or equitable remedy which they may have, in case of Purchaser's default, including the right to declare the entire balance due upon default and to foreclose or forfeit the Land Contract in accordance with law. 13. It is hereby expressly agreed that time is of the very essence of this Land Contract. It is further agreed that all notices shall be conclusively presumed to be served upon Purchaser or Seller when deposited in the United States mail, enclosed in an envelope with postage fully prepaid thereon, addressed to Purchaser or Seller at the address given in the heading of this Land Contract, or at such other address as may be specified by Purchaser or Seller, in writing, from time to time. 14. If more than one joins in the execution of this Contract as Seller or Purchaser, or either be of the feminine sex or a corporation, or partnership, the pronouns and relative words used shall be read as if written in plural, feminine or neuter, respectively. The provisions of this Land Contract are severable. 15 Any or all of the above-mentioned restrictions may be changed by mutual written consent of both of Seller and Purchaser. 16. At closing, Seller and Purchaser shall execute a Memorandum of Land Contract ("Memorandum"), which Memorandum evidences this Land Contract. Purchaser may, at its sole 3 option and cost, record the Memorandum of Land Contract with the Eaton County, Michigan, Register of Deeds. IN WITNESS WHEREOF, the parties have put their hands and seals the day and year written below. (In duplicate). SELLER: CITY OF LANSING, a Michigan municipal corporation By: Virg Bernero Its: Mayor Dated: Acknowledged before me in County, Michigan this day 2016, by Virg Bernero, Mayor, the City of Lansing, a Michigan municipal corporation. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of 4 PURCHASER: DELTA CHARTER TOWNSHIP, a Michigan charter township By: Its: Dated: Acknowledged before me in County, Michigan on 2016, by Delta Charter Township, a Michigan charter township. (signature (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of Approved as to form: I certify funds are available in Account No. City Attorney Controller PREPARED BY: Gordon W. VanWieren, Jr. THRUN LAW FIRM, P.C. 2900 West Road, Suite 400 East Lansing, Michigan 48823 (517) 374-8843 5 EXHIBIT "C" QUIT CLAIM DEED The City of Lansing, a Michigan municipal corporation, whose address is 124 W. Michigan Avenue, Lansing, Michigan 48933 ("Grantor") conveys to Charter Township of Delta, a Michigan charter township organized and operating under the Michigan Charter Township Act, MCL 42.1, et seq., as amended, whose address is 7710 W. Saginaw Highway, Lansing, Michigan 48917 ("Grantee"), for the transfer by Seller to Purchaser of real property commonly known as "Grand Woods Park" located within the Charter Township of Delta, Eaton County, Michigan, legally described as : Parcel No. 040-001-300-001-00 (89.20+/-Acres) Commencing 903 feet North of the South 1/4 post at the Northeast corner of River Ridge#1, 60°51' West 505 feet, West 8744' West 363.83 feet, South 77°49'West 481.6 feet, North 82°24' West 394.67 feet, North 86°13' West 1,293.86 feet, North 60'01' West 565.02 feet, North 4757' West 260.75 feet, North 74°22' West 338.15 feet to the East 1/8 line of Section 2, North to Grand River, easterly along river to the North and South 1/4 line of Section 1, South to beginning, with 66 foot right of way from the South line approximately 600 feet East on the West line of Section 1, Sections 1 and 2, T4N, R3W, Delta Township, Eaton County, Michigan. Parcel No. 040-001-400-050-00 (53.85 +/- Acres) That part of the Southeast fractional 1/4 lying Southwest of the Grand River, Section 1, T4N, R3W, Delta Township, Eaton County, Michigan. The property is commonly known as 4500 W. Willow Highway, Lansing (Charter Township of Delta), Michigan(the"Property"). for the consideration of Six Hundred Thousand and 00/100 Dollars ($600,000.00). This conveyance is subject to restrictions of record. Grantor grants to Grantee the right to make all permitted divisions under Section 108 of the Land Division Act, Act No. 288 of the Public Acts of 1967. The Property may be located within the vicinity of farmland or a farm operation. Generally accepted agricultural and management practices which may generate noise, dust, odors, and other associated conditions may be used and are protected by the Michigan Right to Farm Act, MCL 286.471, et seq., as amended. This transaction is exempt from real estate transfer tax pursuant to MCL 207.505(h)(i) and MCL 207.526(h)(i). GRANTOR: CITY OF LANSING, a Michigan municipal corporation Dated: , 2016 By: Virg Bernero Its: Mayor Acknowledged by me in , County, Michigan, this day of , 2016, by Virg Bernero, Mayor, the City of Lansing, a Michigan municipal corporation. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of When Recorded Return To: Send Subsequent Tax Bills To: Prepared B Without Opinion): Grantee Grantee Gordon W. VanWieren,Jr.,Esq. Thrun Law Firm,P.C. P.O. Box 2575 East Lansing,MI 48826-2575 2 EXHIBIT "D" MEMORANDUM OF LAND CONTRACT City of Lansing, a Michigan municipal corporation, whose address is 124 W. Michigan Avenue, Lansing, Michigan ("Seller") and Charter Township of Delta, a Michigan charter township organized and operating under the Michigan Charter Township Act, MCL 42.1, et seq., as amended, whose address is 7710 W. Saginaw Highway, Lansing, Michigan 48917 ("Purchaser"), hereby provide record of notice that a Land Contract has been entered into between Seller and Purchaser for real property commonly known as "Grand Woods Park" situated in the Charter Township of Michigan, Eaton County, Michigan, which property is legally described as follows: Parcel No. 040-001-300-001-00 (89.20 +/-Acres) Commencing 903 feet North of the South 1/4 post at the Northeast corner of River Ridge#1, 60°51' West 505 feet, West 8744' West 363.83 feet, South 77°49'West 481.6 feet, North 82°24' West 394.67 feet, North 86°13' West 1,293.86 feet, North 60'01' West 565.02 feet, North 4757' West 260.75 feet, North 74°22' West 338.15 feet to the East 1/8 line of Section 2, North to Grand River, easterly along river to the North and South 1/4 line of Section 1, South to beginning, with 66 foot right of way from the South line approximately 600 feet East on the West line of Section 1, Sections 1 and 2, T4N, R3W, Delta Township, Eaton County, Michigan. Parcel No. 040-001-400-050-00 (53.85 +/-Acres) That part of the Southeast fractional 1/4 lying Southwest of the Grand River, Section 1, T4N, R3W, Delta Township, Eaton County, Michigan. The property is commonly known as 4500 W. Willow Highway, Lansing (Charter Township of Delta), Michigan(the "Property"). [SIGNA TURES APPEAR ONFOLL0 WING PAGES] SELLER: CITY OF LANSING, a Michigan municipal corporation By: Virg Bernero Its: Mayor Dated: Acknowledged before me in County, Michigan this day 2016, by Virg Bernero, Mayor, the City of Lansing, a Michigan municipal corporation. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of 2 PURCHASER: DELTA CHARTER TOWNSHIP, a Michigan charter township By: Its: Dated: Acknowledged before me in County, Michigan on 2016, by Delta Charter Township, a Michigan charter township. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of Approved as to form: Lansing City Attorney PREPARED BY: Gordon W. VanWieren, Jr. THRUN LAW FIRM, P.C. 2900 West Road, Suite 400 East Lansing, Michigan 48823 (517) 374-8843 3 EXHIBIT "E" DEED ESCROW AGREEMENT Commitment No. 172024LANS Date: 2016 Seller: City of Lansing Buyer: Delta Charter Township Address: 124 W. Michigan Avenue Address: 7710 W. Saginaw Hwy. Lansing, MI 48933 Lansing, Michigan 48917 Escrow Agent: Transnation Title Agency of Michigan Central Division LLC 1675 Watertower Place, Suite 200 East Lansing, Michigan 48823 Deposited with Escrow Agent, is a Land Contract and a Quit Claim Deed executed pursuant to said Land Contract to be held by Escrow Agent for release and delivery under the following terms and conditions: A. Upon receipt of satisfactory written notice from Seller that the subject Land Contract has been PAID IN FULL, Escrow Agent shall release and deliver the Quit Claim Deed, along with a statement of the transfer tax to be paid by Purchaser. B. All deliveries contemplated by this Escrow Agreement shall be made, at the sole discretion of Escrow Agent, by personal service, by registered mail or by certified mail delivered to, or addressed, to Seller or Buyer at the address recited in the Land Contract, or at such other address as may be specified by Seller or Buyer in a satisfactory written notice received and accepted by Escrow Agent. C. If at any time while Escrow Agent holds the Quit Claim Deed, it receives a written notice stating that the Seller has retaken possession of the Premises as a result of a proper foreclosure or forfeiture action, which notice includes a copy of such Judgment and evidence of right of possession, at the expiration of twenty (21) days after receipt of such written notice, Escrow Agent shall return the Quit Claim Deed to the Seller. D. Upon the release of the above referenced Quit Claim Deed, this Escrow shall terminate and Escrow Agent shall be released from any further liability. It is expressly understood by Seller and Buyer, that Escrow Agent is acting in the capacity of a depository and is not responsible or liable for the sufficiency, correctness, genuineness or validity of the Escrow Documents or the marketability of title as of the date of this Escrow Agreement or as of the date when any of the instruments deposited with the Escrow Agent are released and delivered. E. In the event of any disagreement between the parties resulting in conflicting instructions to, or adverse claims or demands upon the Escrow Agent with respect to the release of the Escrow Documents, the Escrow Agent shall refuse to comply with any such instructions, claims or demands so long as such disagreement shall continue, and while refusing, the Escrow Agent shall not release the Escrow Documents. The Escrow Agent shall not be or become liable in any way by its failure or refusal to comply with any such conflicting instructions or adverse claims or demands, and it shall be entitled to continue to refrain from acting until such conflicting instructions or adverse claims or demands (a) shall have been adjusted by agreement in writing by all parties, or (b) it shall have been furnished a certified copy of a final judgment of a court of competent jurisdiction together with satisfactory evidence that any right of appeal has expired. F. The Escrow Agent may, in its sole discretion, resign by giving thirty (30) days written notice to the parties. The parties shall furnish to the Escrow Agent written instructions for the release of the Escrow Documents. If the Escrow Agent fails to receive such written instructions within the thirty (30) day period, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent and upon such appointment, deliver the Escrow Documents to such successor. G. The parties agree, jointly and severally, to indemnify and hold harmless from and against all costs, damages, judgments, attorney's fees, expenses, obligations, and liabilities of any kind or nature which Escrow Agent may incur or sustain in connection with the Escrow Agreement for any breach of the Land Contract by the Seller or the Purchaser. H. For the services contemplated by this agreement, Escrow Agent shall receive the sum of $ to be paid by Buyer. I. If Escrow Agent has not received instructions/directions to release the Quit Claim Deed as provided above on or before , then said Quit Claim Deed shall be returned to Seller and Escrow Agent will have no further obligations or liability. J. Additional terms and conditions: N/A K. This Agreement may only be amended by a written agreement signed by both Seller and Buyer and received and accepted by Escrow Agent. L. The provisions of this Escrow Agreement shall bind and inure to the benefit of the successors and assigns of Seller, Buyer and Escrow Agent. [Signatures Appear on Following Page] 2 ACCEPTANCE BY SELLER: City of Lansing, a Michigan municipal corporation By: Its: Dated: ACCEPTANCE BY BUYER: Delta Charter Township. a Michigan charter township By: Its: Dated: ESCROW AGENT'S ACCEPTANCE: Transnation Title Agency of Michigan Central Division LLC hereby accepts the foregoing Escrow Agreement and acknowledges receipt of the Escrow Documents on 2016. By: Its: 3