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
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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
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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
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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
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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.
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(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.
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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
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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.
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(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:
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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
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PURCHASER
R.E. Olds Transportation Museum Assoc, Inc., a
Mich igap N - t Corporation
By: )kilfiarn Adcock
Its: Executive Director
Dated: Zal,7, 2017
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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.
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