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HomeMy WebLinkAboutReal Estate Purchase Agreement Olds Transportation Museum v2 ' DEPARTMENT OF PLANNING AND NEIGHBORHOOD DEVELOPMENT 316 N.CAPITOL AVENUE *LANSING,MI 48933-1236 •(517)483-4060 !FAx:(517)483-6036 DIRECTORS OFFICE Virg Bernero,Mayor TO: Virg Bernero, Mayor FROM: Bob Johnson, Director � Planning and Neighborhaaod e pment DATE: October 6, 2017 SUBJECT: 240 Museum Drive (R.E. Olds Transportation Museum) Please place the attached "Real Estate Purchase Agreement between the City of Lansing and R.E. Olds Transportation Museum Association for 240 Museum Drive, Lansing, Ml"on file with the Office of the City Clerk for thirty (30) days pursuant to Chapter 208.08 (a) "Disposition Policy", Codified Ordinances — City of Lansing. Thank you. Cc: Jim Smiertka, City Attorney Greg Venker, Assistant City Attorney N -_j C'3 C '3 F7;1 1 (� —. rn C0 Please recycle "Equal Opportunity Employer" PURCHASE AGREEMENT BETWEEN THE CITY OF LANSING AND R.E. Olds Transportation Museum Association,Inc. 1. The R.E. Olds Transportation Museum Association, Inc, 240 Museum Drive, Lansing, Michigan 48933, ("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 240 Museum Drive, Lansing, Michigan, as more specifically described on Exhibit A attached (hereinafter "PROPERTY"). 2. The sale price ("Purchase Price") is Two and 00/100 Dollars ($2.00), and other valuable consideration as defined, herein. 3. METHOD OF PAYMENT. The Purchase Price, less credits and adjustments, shall be paid at closing in certified fiords or by electronic transfer of funds. The sale will be completed upon the receipt of a quit-claim deed. 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. At Closing, 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 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 2 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, other than what is customary within the Principal Shopping District Assessment Zone. Further, SELLER knows of no proposed assessments, other than the Principal Shopping District Assessment, or any public improvements, other than the relocation of the eighteen (18) inch stone sewer traversing the southern section of the PROPERTY, affecting the PROPERTY which have been ordered to be made and/or which have not been completed, assessed, and paid for as of the Effective Date; (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, occupancy agreement/option to lease, on the PROPERTY to which the PURCHASER is the Lessee. Also, the SELLER understands that there are subleases for parking between the PURCHASER (Lessee) and third parties, said parking agreements shall not prejudice nor interfere with the SELLER's ability to convey the PROPERTY to the PURCHASER; (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 3 Natural Resources and Environmental Protection Act (MCL 324.20101 et seq), 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, with the exception of the PURCHASER'S obligation to relocate an eighteen (18) inch storm drain traversing beneath the southern section of the building located on 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 4 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, (q) SELLER agrees to incur construction related costs, exceeding the initial Twenty Thousand and 00/100 Dollars ($20,000.00), to relocate the Eighteen (18) Inch Storm Sewer traversing beneath the southern section of the building located on the PROPERTY. 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) The Board of the R.E. Olds Transportation Museum, Inc. has, by its bylaws or other lawful procedure, approved the purchase of the PROPERTY. (j) Phase I and if necessary a Phase 11 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. (k) PURCHASER acknowledges that the roof(s) of the structure(s) on the PROPERTY need(s) repairs, and agrees that PURCHASER shall be solely responsible for any and all such repairs or related costs. 5 (1) PURCHASER shall be solely responsible for the initial Twenty Thousand and 00/100 Dollars ($20,000.00) to relocate the Eighteen (18) Inch Storm Sewer traversing beneath the southern section of the building located on the PROPERTY or other storm sewer improvements as may be necessarX. The PURCHASER shall be solely responsible to the City for the initial Twenty Thousand and 00/100 Dollars ($20,000.00), payment shall be made to the City of Lansing in equal installments derived by dividing the cost to the storm sewer relocation, not to exceed $20,000, divided by 10. Installment payments made by the PURCHASER to the City of Lansing occur annually, no later than July 3 1" of each year (1 — 10), not to exceed ten (10)payments or ten (10) years, with the first payment dues at closing. (m) The relocation, construction, engineering of the aforementioned storm sewer shall be at the sole discretion and oversight of the City of Lansing's Public Service Department. All related permits to relocate the storm sewer shall be the responsibility of, and expense paid by, the PURCHASER. With respect to items (1) & (m) above, activity shall not occur prior to consultation with Purchaser and obtaining Purchaser's consent, which consent shall not be unreasonably withheld. 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. REVERTER; TERMINATION. This sale is being made by SELLER, the City of Lansing, in furtherance of public purpose and public benefit by preserving and fostering education about cultural and automotive heritage; specifically, SELLER desires that the R.E. Olds Museum continue its operation on the PROPERTY for public purpose and benefit. Thus, the following language shall be included in the conveyance documents recorded with the Ingham County Register of Deeds: This conveyance is made for the expressed purpose that the described property be expressly used and maintained exclusively by the grantee as a public accessible museum, that includes the display of vintage or classic automobiles and information about the history of automotive manufacturing in the Lansing area and Lansing history in general, for a period of not less than Thirty (30) Years from the date of this conveyance, and in the event the grantee violates this express purpose, relocates the museum, or abandons or vacates the property, then the title to the property hereby conveyed shall automatically revert to the grantor, its successors and assigns. 6 13. 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 incurring such damage. 14. 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 tenninate this Purchase Agreement and receive such damages as it may be entitled to as a result of such default. 15. BROKER'S FEE. Neither party has engaged the services of a broker, hence there are no broker's fees. 16. 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: Bob Johnson Director, Department of Planning and Neighborhood Development 316 N. Capitol Ave Lansing, MI 48933 Ph: 517-483-4060 robert.iohnsonCaD.lansingmi.Aov With a copy to: CITY ATTORNEY 124 W. Michigan Ave., 5«' Floor Lansing, MI 48933 7 To the PURCHASER: William Adcock, Executive Director R.E. Olds Transportation Museum 240 Museum Drive Lansing, Michigan 48933 director@reoldsmuseum.org 17. CONTINUED USE FOR LANSING ART GALLERY PARKING. It is agreed that at Closing the PROPERTY shall become restricted pursuant to a restrictive covenant whereby, FOR A PERIOD OF NOT LESS THAN FIVE (5) YEARS, the PROPERTY shall have 3 parking spaces that will be made available, at no cost, for use by employees of the Lansing Art Gallery during said five (5) year period, which shall commence the date of Closing. These parking spaces shall be maintained and controlled by the owner of the PROPERTY. The purpose of this provision is to foster the arts and collaboration of cultural entities serving the downtown Lansing environs. 18. 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. 19. 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. 20. 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. 8 (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. (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: 9 City of Lansing By: Virg Bernero Its: Mayor Dated: , 2017 Approved as to form: I hereby certify that funds are available in Account# City Attorney City Controller 10 PURCHASER R.E. Olds Transportation Museum Assoc, Inc., a Mich igap N - t Corporation By: )kilfiarn Adcock Its: Executive Director Dated: Zal,7, 2017 11 EXHIBIT A LEGAL DESCRIPTION A parcel of land being part of Lots 3, 4 and 5, Block 239, Original Plat, City of Lansing, Ingham County, Michigan, according to the recorded Plat thereof, as recorded in Ingham County Records, the surveyed parcel more particularly described as: Commencing at the Northeast corner of said Lot 3; thence S09°24'59"E along the East line of said Lot 3 a distance of 124.83 feet to the Southeast corner of Impression Five Condominium per Ingham County subdivision plan No. 132 recorded in Liber 2907, Page 604, Ingham County, Michigan, records, and the point of beginning of this description; thence S09°24'59"E continuing along said East line of said Lots 3, 4, and 5 a distance of 420.20 feet; thence S89°25'02"W 16.93 feet; thence N57°15'23"W 33.94 feet; thence N38°47'23"W 69.87 feet; thence N64010'40"W 41.51 feet; thence N53051'20"W 45.31 feet; thence N37°31'04"W 50.47 feet; thence N27°41'36"W 90.36 feet; thence N35°41'45"W 89.97 feet; thence N81°15'47"E 45.31 feet; thence N07°46'54"W 67.21 feet to the South line of said Impression Five Condominium; thence N80°35'01"E along said South condominium line 186.52 feet to the point of beginning; said parcel containing 1.43 acres, more or less; said parcel subject to all easements and restrictions if any. 12