HomeMy WebLinkAboutMiller Road Center Purchase Agreement on File since Nov. 1 PURCHASE AGREEMENT
BETWEEN THE CITY OF LANSING AND i
Capital Area Soccer League.
1. Capital Area Soccer League, 2875 Northwind Drive, Suite 123, East Lansing, Michigan
48823, ("PURCHASER"), offers to buy from the City of Lansing, a Michigan municipal
corporation, having its office at the 124 W. Michigan Avenue, in the City of Lansing, State of
Michigan 48933 ("SELLER"), the following property located in the City of Lansing, County of
Ingham, the land and improvements located at 6025 Curry Ln, Lansing, Michigan 48911, legally
described as, COM 198 FT N OF SE COR LOT 2, TH N 139 FT, W 165 FT, S 40 FT, E 16.5
FT, S 99 FT, E 148.5 FT TO BEG; SUPERVISORS PLAT NO 9 T3N R2W, CITY OF
LANSING), INGHAM COUNTY, MICHIGAN. (hereinafter "PROPERTY").
2. The sale price ("Purchase Price") is One Hundred Twenty Five Thousand Dollars
($125,000), and other valuable consideration as defined, herein.
3. METHOD OF PAYMENT. The Purchase Price, less credits and adjustments, shall be
paid at in accordance with the following schedule, Twenty Five Thousand Dollars ($25,000) due
at closing in certified funds or by electronic transfer of funds. Thereafter, PURCHASER will
pay SELLER an annual payment of Ten Thousand Dollars ($10,000), for a period of 10 years.
The sale will be completed pursuant to the terms of the Land Contract (form of land contract
attached as Exhibit A.) Upon completion of all payments under the Land Contract, a bill of sale
and quit-claim deed will be provided to PURCHASER.
4. A. SPECIAL ASSESSMENTS, if any, which are or become a lien on the
PROPERTY on or before date of Closing of this Agreement will be paid by the SELLER.
B. TAXES, if any, will be treated as if they cover the CALENDAR YEAR in which
they are first billed. Taxes first billed in years prior to year of Closing will be paid by SELLER
without proration. Taxes which are first billed in the year of Closing will be prorated so that
SELLER will pay taxes from the first of the year to Closing Date and PURCHASER will pay
taxes for the balance of year, including day of Closing. If any bill for taxes is not issued as of the
date of Closing, the then current taxable value and tax rate and any administrative fee will be
substituted and prorated. THE PROPERTY IS CURRENTLY TAX EXEMPT MUNICIPAL
PROPERTY.
C. TRANSFER TAXES. SELLER shall be responsible for paying all transfer fees
and taxes on the Quit Claim Deed delivered to PURCHASER, if any. THE SALE OF THIS
PROEPRTY IS NOT SUBJECT TO TRANSFER TAXATION.
5. EXPENSES.
A. PURCHASER WILL PAY FOR: recording of deed and/or security instruments,
its attorney's opinion and/or services for PURCHASER; ALL closing fees charged by the Title
Insurance Company (the "Title Company"), survey, and all inspections it determines to pursue.
SELLER shall pay NO closing fees charged by the title company, but shall pay for its attorney's
opinion and/or services for SELLER.
B. SELLER shall cause the Title Company to furnish to PURCHASER within ten
(10) days of the Effective Date of this Agreement a commitment in the amount of the purchase
price in favor of PURCHASER for said policy, without standard exceptions and containing
zoning and comprehensive endorsements, and such other endorsements as may be required by
PURCHASER, (collectively the "Endorsements") and shall deliver to PURCHASER copies of
all items set forth therein as exceptions to or defects of title to permit PURCHASER to review
the state of title to the PROPERTY. At the closing, at PURCHASER'S expense, the Title
Company shall furnish a title insurance policy, without standard exceptions, with the
Endorsements to PURCHASER, on an ALTA owners policy form acceptable to PURCHASER
in the amount of the purchase price, insuring the PURCHASER is vested with good, fee simple,
marketable and insurable title to the PROPERTY, subject only to such items and exceptions as
PURCHASER has waived in its sole discretion. All standard exceptions to coverage shall be
deleted by the Title Company. PURCHASER shall have the right to require such additional
exclusions and such additional endorsements to the title policy as PURCHASER'S counsel may
reasonably require, at PURCHASER'S expense. The ability of the Title Company to issue the
title policy shall be a condition to PURCHASER'S obligation to close this transaction.
6. TITLE. After all payment obligations set forth in attached Land Contract are met,
SELLER will convey to PURCHASER fee simple, marketable title to the PROPERTY by quit-
claim deed, free and clear of all liens, defects and encumbrances (not waived by PURCHASER),
together with such additional assignments as may be necessary to convey the PROPERTY as
defined herein. In the event that the PURCHASER or its counsel shall have any objections to any
matter stated in the title commitment or survey, PURCHASER, shall deliver written notice to
SELLER specifying the item or items to which PURCHASER objects. SELLER agrees to use its
best efforts to affect the cure of any items to which PURCHASER objects, and agrees not to
create or suffer to be created any new defects or encumbrances against the PROPERTY during
the term of this Agreement. SELLER shall have a period of thirty (30) days following receipt of
notice of objection to the state of title or survey in which to notify PURCHASER in writing of
SELLER'S inability to affect a cure of the matter to which PURCHASER objects.
7. CLOSING DATE. "Closing Date" shall be within thirty (30) days of final approval of
Lansing City Council of this Agreement, and execution of the Purchase Agreement by the
Mayor.
Each Party shall execute and deliver all customary affidavits, corporate resolutions
authorizing the Closing and Sale of the PROPERTY and Closing documents which are necessary
or incidental to accomplish the Closing and deliver the Title Policy in the condition required by
this Purchase Agreement.
8. POSSESSION. The SELLER will deliver and the PURCHASER will accept
possession of the PROPERTY at Closing.
9. PURCHASER acknowledges it is purchasing the PROPERTY and is accepting it in its
"AS IS, WHERE IS" condition, based upon its own inspection as to the PROPERTY, without
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representation or warranty on the part of SELLER, except as specifically set forth herein.
10. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
SELLER represents and warrants to, and covenants with, PURCHASER the following as
of the Effective Date, which representations, warranties, and covenants shall remain true as of
the Closing Date, subject to changes arising in the ordinary course of business or permitted under
this Purchase Agreement, provided that PURCHASER shall be notified of the same, and shall
survive the consummation of the Purchase:
(a) SELLER is the fee title owner of the PROPERTY;
(b) There are no unrecorded or undisclosed legal or equitable interests in the
PROPERTY owned or claimed by any party other than SELLER;
(c) There is no assessment presently outstanding or unpaid for local improvements or
otherwise which has or may become a lien against the PROPERTY.
(d) SELLER has received no notice of, and has no knowledge of, any existing or
threatened condemnation, eminent domain proceeding, or any action of a similar
kind or any change, redefinition, or other modification of the zoning classification
which would affect the PROPERTY;
(e) There is a lease on the PROPERTY to which a third-party is the Lessee. The
lease will be terminated, pursuant to the terms of the lease agreement on March 7,
2019. PURCHASER is responsible for arranging for transfer of all utilities from
third-party Lessee, to PURCHASER. Any further leases on PROPERTY shall be
by and between PURCHASER and any third-party.
(f) There are no known existing violations of any law, building code, zoning
ordinance, license, or building rule or regulation affecting the PROPERTY in any
material respect;
(g) There are no contracts for any services or employment or other commitments or
obligations between the SELLER and other parties, with the exclusion being the
PURCHASER;
(h) While SELLER owned or operated the PROPERTY, the PROPERTY was not
used for the purpose of the disposal of, refining, generating, manufacturing,
producing, storing, handling, treating, transferring, releasing, processing, or
transporting any hazardous or toxic waste or substance, as such terms are defined
in the Resource Conservation and Recovery Act of 1976,42 USC 6901, et seq., as
amended, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 USC 9601, et seq., as amended, the Superfund
Amendments and Reauthorization Act, Public Law 99-499, or the Michigan
Natural Resources and Envirommental Protection Act (MCL 324.20101 et seq.),
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including, but not limited to, monoand poly-chlorinated biphenyls, asbestos-
containing materials and petroleum and petroleum products and SELLER'S
constituents; and(ii) no such materials are located on the PROPERTY;
(i) SELLER is not currently a party to any proceedings under any applicable
bankruptcy, reorganization, insolvency, or similar laws;
(i) At or prior to the Closing, SELLER shall promptly notify PURCHASER of any
material change in any condition which comes to SELLER'S attention with
respect to the PROPERTY or of any event or circumstance which makes any
representation or warranty to PURCHASER under this Agreement untrue or
misleading, or any covenant of SELLER under this Purchase Agreement
incapable or less likely of being performed;
(k) The PROPERTY is free and clear of all liens, pledges, encumbrances and security
agreements except those which are to be assumed under this Purchase Agreement
and there are no outstanding debts or liabilities which are known, have been
claimed, or of which SELLER has received any type of notice outstanding against
SELLER or the PROPERTY except those which are currently being incurred in
the ordinary course of business and which will be paid at closing;
(k) There is no litigation, administrative procedure, or administrative investigation
commenced or threatened against the PROPERTY or any party hereto, challenging
or seeking to enjoin or interfering with the consummation of the sale as set forth in
this Purchase Agreement, or seeking to impose any liabilities or obligations on the
PURCHASER which have not been specifically disclosed and assumed in writing
by the PURCHASER;
(m) That the performance of the obligations of the SELLER under this Purchase
Agreement will not violate any contract, ordinance,judicial or administrative order,
or judgment applicable to the SELLER or the PROPERTY;
(n) No work in the nature of improvements has been performed or is in process or
contemplated at the PROPERTY and no materials have been or are to be furnished
to the PROPERTY which might provide the basis for mechanics' and/or
materialmen's liens, construction liens, or other liens against all or any portion of
the PROPERTY;
(o) SELLER has no knowledge of any latent defects relating to the PROPERTY that
have not been disclosed to PURCHASER;
(p) All information furnished to PURCHASER by SELLER in connection with the
PROPERTY is complete and correct to the best of SELLER'S knowledge and
SELLER has not failed to disclose any information of which it has knowledge
which is material to the PROPERTY, the physical condition thereof or
PURCHASER'S intended use thereof,
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11. PURCHASER'S CONTINGENCIES AND OBLIGATIONS. This offer and the
obligations of PURCHASER hereunder are contingent upon PURCHASER'S receipt, review and
approval of the following, in PURCHASER'S reasonable discretion:
(a) Survey and title work.
(b) Inspection of the PROPERTY by PURCHASER by a licensed contractor and/or
inspector of PURCHASER'S choice.
(c) All easements and restrictions.
(d) Wetlands and necessary wetlands permit(if any).
(e) Representations and warranties contained herein are accurate and correct as of the
date of closing with the same force and effect as though such representations and
warranties have been made on such day.
(f) PURCHASER'S receipt, at its own cost and expense, of an engineering report or
study to its satisfaction that the PROPERTY, including, but without limitation,
that its soil condition and drainage is satisfactory.
(g) Legal description of subject PROPERTY(Exhibit A).
(h) Lansing City Council has, by ordinance or resolution, approved the sale of the
PROPERTY.
(i) Phase I and if necessary, a Phase II Environmental Assessment and a Baseline
Environmental Assessment. Results of the Environmental Assessments shall be
satisfactory to PURCHASER, except that PURCHASER agrees to hold harmless
SELLER for any items identified during any such Assessments.
It is agreed that in the event PURCHASER is not satisfied with any one or more of the
above in its reasonable discretion or the condition of the PROPERTY or its contemplated use,
and PURCHASER does not notify SELLER of the removal of the above contingencies prior to
Closing, then this Purchase Agreement shall be null and void and neither party shall have any
further liability to the other. If PURCHASER does so notify SELLER of the removal of all of the
above contingencies, this sale shall be closed as otherwise set forth herein.
12. ACCESS TO PROPERTY. PURCHASER AND ITS AGENTS AND
REPRESENTATIVES shall have the right, during normal business hours and after reasonable
advance notice, to enter upon the PROPERTY prior to scheduling closing for the purpose of
conducting such inspections, investigations, tests and studies as PURCHASER deems reasonably
necessary. PURCHASER shall not make any physical changes to the PROPERTY. If
PURCHASER violates its obligations under this Paragraph or in the event of any physical
damage to the PROPERTY resulting, directly from the exercise by PURCHASER of its rights
under this Paragraph, PURCHASER shall restore the PROPERTY to its condition prior to
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incurring such damage.
13. DEFAULT. IN THE EVENT OF ANY DEFAULT BY SELLER hereunder,
PURCHASER may, in addition to any other remedies that may be available to it at law or equity,
elect to enforce the terms of this Purchase Agreement. In the event PURCHASER seeks to
enforce the terms of this Purchase Agreement, PURCHASER shall be entitled to specific
performance. In the event of any default by the PURCHASER herein, PURCHASER and
SELLER agree that SELLER may terminate this Purchase Agreement and receive such damages
as it may be entitled to as a result of such default.
14. BROKER'S FEE. Neither party has engaged the services of a broker, hence there are no
broker's fees.
15. NOTICES. All notices, requests, demands or other communications required or permitted
to be given under this Agreement shall be in writing and deemed to have been properly given: (i)
two (2) days after the date of mailing, if mailed by certified mail, postage prepared return receipt
requested, directed to the parties at the addresses set forth below; or (ii) on the date of actual
delivery (or refusal) if personally delivered or served upon the party to be given notice
hereunder; or (iii) one (1) day after the date of delivery to an overnight courier service with all
fees prepaid, directed to the parties at the addresses set forth below; or (iv) upon receipt by the
sending party of successful transmission, if sent by facsimile or electronic transmission, to the
parties at the facsimile numbers or e-mail addresses set forth below.
To the SELLER: Brett Kaschinske
Director, Parks and Recreation Department
200 N. Foster Street
Lansing, MI 48915
Ph: 517-483-4277
brett.kaschinskeCcD-lansingmi.gov
With a copy to:
CITY ATTORNEY
124 W. Michigan Ave., 5th Floor
Lansing, MI 48933
To the PURCHASER:
Scott M. Dane, Executive Director
Capital Area Soccer League
2875 Northwind Drive, Suite 123
East Lansing, Michigan 48823
517-580-4241
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16. INTERPRETATION. This Purchase Agreement has been negotiated by the parties and
therefore shall be deemed to have been mutually drafted by them. Should any provision of this
Purchase Agreement require interpretation, the court or arbitrator interpreting or construing same
shall not apply a presumption that the terms shall be more strictly construed against one party by
reason of the rule of construction that a document is to be construed more strictly against the
party who prepared it.
17. EFFECTIVE DATE. The Effective Date of this Purchase Agreement shall be the later of
the date on which SELLER executes this Purchase Agreement. The Effective Date shall be
entered in the upper left hand corner of the first page of this Purchase Agreement, and shall be
initialed and acknowledged by both parties. This Purchase Agreement shall be binding upon the
parties hereto and their respective heirs, administrators, personal representatives, successors and
assigns; PROVIDED, HOWEVER, IT SHALL NOT BE BINDING UPON SELLER UNTIL
AND UNLESS THE LANSING CITY COUNCIL BY FINAL ACTION AND RESOLUTION
APPROVES THE SALE AND UNTIL AFTER THE OFFER IS EXECUTED BY THE
SELLER'S DULY AUTHORIZED OFFICER OR AGENT AND IS DELIVERED TO BUYER.
18. MISCELLANEOUS.
(a) Modifications; Waiver. This Purchase Agreement shall not be modified except in
writing and signed by all parties whose rights and/or obligations are to be modified.
(b) Entire Agreement. This Purchase Agreement constitutes the entire agreement and
understanding between the parties hereto relating to the sale and purchase of the
PROPERTY, and it is agreed that any change in, addition to, or amendment or
modification of the terms hereof shall be of no effect unless reduced to writing and
executed by both PURCHASER and SELLER.
(c) Mutually Drafted. This Purchase Agreement has been negotiated by the parties and
therefore shall be deemed to have been mutually drafted by them. Should any
provision of this Purchase Agreement require interpretation, the court or arbitrator
interpreting or construing same shall not apply a presumption that the terms shall be
more strictly construed against one party by reason of the rule of construction that a
document is to be construed more strictly against the party who prepared it.
(d) Applicable Law. This Purchase Agreement and the transaction contemplated
hereunder shall be construed and interpreted under the laws of State of
Michigan.
(e) Saturdays, Sundays and Holidays. Whenever in this Purchase Agreement it is
Provided that a notice must be given or an act performed or payment made on a
certain date, if such date falls on a Saturday, Sunday or holiday the date for the
notice of performance or payment shall be the next following business day.
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(f) Extensions. The parties herein may extend any deadline by mutual written
agreement.
(g) Acknowledgment of Receipt of Consideration. By execution of this Purchase
Agreement, the Seller(s) acknowledges the receipt of the sum of One Dollar($1.00)
as consideration for this Agreement.
(h) Counterparts: This Purchase Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
combined shall constitute one and the same instrument. Any facsimile signature
hereon shall be given the same force and effect as an original signature.
The parties have executed this Agreement and effective on the date and year first
above written and PURCHASER and SELLER acknowledge receipt of an executed copy of this
Agreement.
SELLER:
City of Lansing
By: Andy Schor
Its: Mayor
Dated: , 2018
Approved as to form: I hereby certify that funds are available
in Account#
City Attorney Finance Director
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PURCHASER
Capital Area Soccer League, a Michigan Non-Profit
Corporation
By: Scott M. Dane
Its: Executive Director
Dated: , 2018
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EXHIBIT A
FORM LAND CONTRACT
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LAND CONTRACT
This contract (the Agreement) is made on the day of November, 2018 between
City of Lansing, a Michigan Municipal Corporation (Seller) whose address is 124 W.
Michigan Ave, Lansing MI 48933 and Capital Area Soccer League (Buyer) whose
address is 2875 Northwind Drive, Suite 123, East Lansing, MI 48823 on the following
terms and conditions:
1. Sale of the Premises. Seller agrees to sell the following real property known as the
Miller Road Center, 6025 Curry Lane, Lansing Michigan, 48911, legally described on
the attached exhibit A (hereinafter the "Property") subject to easements and
restrictions of record and to zoning laws and ordinances affecting the Property.
2. Price and terms.
a. Buyer agrees to purchase the Property from Seller and to pay to Seller a
purchase price of One Hundred Twenty Five Thousand Dollars ($125,000), of
which a down payment equal to Twenty Five Thousand Dollars ($25,000) shall
been given on the signing of this Agreement. Buyer agrees to pay to Seller the
balance of One Hundred Thousand Dollars ($100,000) in ten(10) annual
installment payments of Ten Thousand Dollars ($10,000). The first Annual
payment to be made on [date] until the remaining balance is paid. All remaining
Annual payments shall be due on the Annual Payment Date.
b. On [date], the entire unpaid principal and all other amounts owing under this
Agreement will be due and payable. No interest shall accrue during the period of
payments. Any and all prepayments will be accepted by Seller without penalty.
c. Any payment of principal not paid by the [date of annual payment] shall be
assessed a one-time late charge of$[amount]. The late charge shall be a separate
amount owed under this Agreement and shall be due and payable immediately on
the occurrence of the default. All payments shall be made at Seller's address or
wherever otherwise directed by Seller.
3. Possession. Buyer shall receive possession of the Property at the closing of this
Agreement, and is entitled to retain possession only so long as there is no default by
Buyer in carrying out the terms and conditions of this Agreement.
4. Maintenance of the Property. Buyer shall at all times maintain the Property in the
same condition they are in on the date of giving possession, reasonable wear and tear
excepted. Buyer shall not commit or suffer any other person to commit waste or,
without the consent of Seller in writing, to remove, change, or demolish the buildings
or any other improvements on the Property.
5. Taxes. Buyer shall pay all property taxes and special assessments assessed on the
Property that shall become due and payable during the term of this Agreement, before
they become subject to penalties. On request by Seller, Buyer shall produce written
evidence of the payment of the taxes to Seller within 14 days of Seller's request for
that information.
6. Insurance. Buyer shall, during the course of the entire term, keep in full force and
effect a policy of public liability and property damage insurance with respect to the
Property, and the business operated by Buyer, in which the limits of public liability
shall not be less than$500,000 per person and $1,000,000 per accident, and in which
the limit of property damage liability shall be not less than $50,000. Said policy shall
name Seller, the CITY OF LANSING, as additional named insured, and shall contain
a clause that the insurer will not cancel or change in the insurance without first giving
the Seller thirty (30) days prior written notice. The certificate evidencing the
coverage required in this Lease shall be provided to the Landlord on or before the
execution of this Land Contract.
Buyer shall be solely responsible for and shall indemnify, defend and hold harmless
the Seller, its officers, employees and agents, from and against any and all claims,
suits, damages, losses, specifically including loss of use of property, and all other
liability whatsoever, including related expenses and attorneys' fees, for or on account
of injuries to or death of any person, including but not limited to employees of the
Buyer and/or loss of or damage to any property, including but not limited to the
property of the Buyer, in any sustained or alleged to have been sustained, directly or
indirectly, by reason of or in connection with: (a) the performance of the work by the
Buyer, its employees, agents or officers, including but not limited to the use of any
equipment or material furnished by the Buyer; or (b) the presence of Buyer, its
employees, agents or officers on the premises of the Seller, whether such claims,
suits, damages, losses and liabilities are based upon or result in whole or in part from
the active or passive negligence of the Seller, its employees, agents or officers, or
Seller's strict liability in tort, breach of warranty, breach of contract, duty to
indemnify or any other basis or cause whatsoever whereby the Seller might be held
liable; provided, however, that the foregoing shall not be construed to be an
agreement to indemnify the Seller against liability for damages caused by or resulting
from the sole negligence of the Seller, its agents, employees or officers, under
circumstances whereby said agreement would be in violation of Michigan Public Act
1966,No. 165, Section 1 (MCLA Section 691.991), it being the intent of the
foregoing provision to absolve and protect the Seller, its agents, employees and/or
officials from and to indemnify the Seller against any and all liability and loss except
the limited extent prohibited by Michigan Public Act 1966,No. 165, Section 1, if
applicable. This provision shall extend beyond the term of this Land Contract.
7. Disposition of insurance proceeds. If there is a loss, Buyer shall give prompt
notice to the insurance carrier and to Seller. At Buyer's election, the insurance
proceeds may be applied to the restoration or repair of the damaged Property or be
applied to the principal and to all other amounts owed under this Agreement, whether
or not then due, with any excess paid to Buyer.
8. Tax or insurance default. If Buyer fails to make any payment of taxes or
insurance when due or to obtain or maintain policies of insurance Seller may
a. pay the taxes, assessments, or insurance premiums and add them to the unpaid
balance on the Agreement;
b. pay the taxes, assessments, or insurance premiums and treat Buyer's failure to
pay them as a default under this Agreement; or
c. not pay the taxes, assessments, or insurance premiums and treat Buyer's failure
to pay them as a default.
9. Enforcement on default. If Buyer fails to perform any of the covenants or
conditions in this Agreement or violates the other documents signed in conjunction
with this Agreement, Seller, in addition to any other rights that Seller may have, may
a. give Buyer a written notice specifying the default and informing Buyer that if
the default continues for thirty days after service of notice that Seller will without
further notice declare the entire balance due and payable, and proceed to foreclose
the Agreement or to obtain a money judgment against Buyer under the common
law or the statutes of the state of Michigan or
b. not declare the entire balance due and payable, and proceed under the common
law or the statutes of the state of Michigan including but not limited to the right of
Seller to declare a forfeiture in consequence of the nonpayment of any money
required to be paid under this Agreement or any other breach of this Agreement,
but if Seller elects to proceed under this sub-section Seller shall give Buyer a
written notice of forfeiture specifying the default that has occurred and shall give
Buyer thirty days after service of the notice of forfeiture to cure the default.
If Seller invokes any of Seller's remedies to enforce this Agreement after default by
Buyer, Seller, in addition to the remedies set forth above, on receipt of a judgment or
one of the remedies elected above, is entitled to receive from Buyer, on demand,
payment of or reimbursement for all expenses, including but not limited to title
searches and Seller's attorney fees incurred by Seller in connection with Seller's
enforcement of Seller's rights under this Agreement.
10. Buyer's acceptance of title to and condition of property. Buyer agrees to accept as
merchantable the title disclosed at closing to the Property as is. Seller has made no
warranties or representations with regard to the Property. Buyer has made its own
independent investigation of the title to and condition of the Property to its satisfaction
and waives and releases Seller from any and all claims by Buyer with regard to the
condition of the Property. If any lien encumbrances or mortgages filed against Seller's
interest are not satisfied by the date required for the final payment under this Agreement,
then Buyer has a right to pay the liens and offset against the final payment all of Buyer's
costs in having the liens discharged.
11. Conveyance. On full final payment of the principal and interest of this Agreement
within the time and in the manner required by this Agreement, together with all other
sums chargeable to Buyer under this Agreement, and on full performance of Buyer's
covenants and obligations under this Agreement, Seller shall convey the Property to
Buyer by bill of sale and quit-claim deed, subject to easements, rights-of-way, building
and use restrictions, and restrictions of record at the date of this Agreement, and free
from all other encumbrances except those, if any, that Buyer has assumed and any as
have arisen through the acts or neglects of Buyer or others holding through Buyer.
12. Service of notices. All notices, requests, demands or other communications required
or permitted to be given under this Agreement shall be in writing and deemed to have been
properly given:(i)two(2)days after the date of mailing,if mailed by certified mail,postage
prepared return receipt requested, directed to the parties at the addresses set forth below;
or (ii) on the date of actual delivery (or refusal) if personally delivered or served upon the
party to be given notice hereunder; or (iii) one (1) day after the date of delivery to an
overnight courier service with all fees prepaid, directed to the parties at the addresses set
forth below; or (iv)upon receipt by the sending party of successful transmission, if sent by
facsimile or electronic transmission, to the parties at the facsimile numbers or e-mail
addresses set forth below.
To the SELLER: Brett Kaschinske
Director, Parks and Recreation Department
200 N. Foster Street
Lansing, MI 48915
Ph: 517-483-4277
brett.kaschinske@lansingmi.gov
With a copy to:
CITY ATTORNEY
124 W. Michigan Ave., 5th Floor
Lansing, MI 48933
To the PURCHASER:
Scott M. Dane, Executive Director
Capital Area Soccer League
2875 Northwind Drive, Suite 123
East Lansing, Michigan 48823
517-580-4241
13. Time of essence. It is understood and agreed that time is deemed of the essence of
this Agreement.
14. Binding effect. The covenants and agreements of this Agreement shall bind the
heirs, assigns, and successors of the respective parties.
15. Whole agreement. This Agreement constitutes the entire agreement between the
parties and is deemed to supersede and cancel any other agreement between the
parties relating to the transaction contemplated in this Agreement. None of the prior
and contemporaneous negotiations, preliminary drafts, or prior versions of the
agreement leading up to its signing and not set forth in this Agreement shall be used
by any of the parties to construe or affect the validity of this Agreement. Each party
acknowledges that no representation, inducement, or condition not set forth in this
Agreement has been made or relied on by either party.
16. Governing law. This Agreement shall be governed by and interpreted in
accordance with the laws of Michigan. If any provision of this Agreement conflicts
with any statute or rule of any law in Michigan or is otherwise unenforceable for any
reason, then that provision shall be deemed severable from or enforceable to the
maximum extent permitted by law, as the case may be, and that provision shall not
invalidate any other provision of this Agreement. Venue for any action brought under
this Agreement shall lie in Ingham County, Michigan.
17. Amendments. This Agreement may be amended or modified only by a document
in writing signed by each of the parties to this Agreement.
18. Effective date. The parties have signed this Agreement in duplicate and it is
effective as of above date.
SELLER
City of Lansing
Dated: By: /s/
Andy Schor
Its: Mayor
Approved as to form:
City Attorney
BUYER
Capital Area Soccer Leave
Dated: By: /s/
Scott M. Dane
Its: Executive Director
STATE OF MICHIGAN
COUNTY )
Acknowledged [before me in [county] County,Michigan/before me electronically in
[county] County, Michigan/ before me using a remote electronic notarization
platform under MCL 55.286b], on [date],by [name of person acknowledged].
/s/
[Notary public's name, as it appears on application for commission]
Notary public, State of Michigan, County of[county].
My commission expires [date].
[If acting in county other than county of commission: Acting in the County of
[county].]
Drafted by and when recorded return to:
Lisa K. Hagen, P79714
Assistant City Attorney
Office of the City Attorney
124 W. Michigan Ave, 511 Floor
Lansing, MI 48933
Exhibit A
COM 198 FT N OF SE COR LOT 2, TH N 139 FT, W 165 FT, S 40 FT, E 16.5 FT, S 99
FT, E 148.5 FT TO BEG; SUPERVISORS PLAT NO 9 T3N R2W, CITY OF
LANSING), INGHAM COUNTY, MICHIGAN