HomeMy WebLinkAboutReal Estate Purchase Agreement for a Portion of Oak Park by Neogen REAL ESTATE PURCHASE AGREEMENT c ; .
BETWEEN
THE CITY OF LANSING AND , a�
NEOGEN CORPORTION FOR
A PORTION OF OAK PARK
This agreement ("Agreement") is made and entered into as of no c-n
("Effective Date"), between the City of Lansing, 124 W. Michigan Ave., Lansing, MP'
38933, a Michigan municipal corporation("Seller"), and Neogen Properties V, LLC, a
Michigan limited liability company, 620 Lesher Place, Lansing, MI 48912 ("Buyer")
upon the terms and conditions stated below.
1. Sale of Real Property. Seller owns and agrees to sell and convey to Buyer, and
Buyer agrees to purchase from Seller,real estate legally described on as follows
("Property"):
A parcel of land in the Northwest 1l4 of Section 15, T4N, R2W, Lansing
Township, Ingham County, Michigan, the surveyed boundary of said
parcel described as: Commencing at the Northwest corner of said Section
15; thence S00°24'38"W along the West line of said Section 15 a distance
of 796.25 feet; thence S89°39'06"E parallel with the North line of Genesee
Street a distance of 41.25 feet to the East right of way line of the Conrail
Railroad and the point of beginning of this description; thence
S89°39'06"E parallel with said North right of way line 258.36 feet; thence
N00°S0'31"E 11T97 feet; thence S88°33'33"E 162.34 feet; thence
S00037'20"W 119,79 feet; thence SO4°08'03"W 96.44 feet to said North
right of way line; thence N89°39'06"W along said North right of way line
414.86 feet to said East right of way line; thence N00°24'38"E along said
East right of way line 101.15 feet to the point of beginning; said parcel
containing 1.40 acres more or less; said parcel subject to all easements and
restrictions if any.
2. Price and Payment. Buyer agrees to pay Seller for the Property the total sum of
One Hundred Seventy Thousand and 00/100 Dollars ($170,000.00) ("Purchase
Price"), which shall be paid, subject to closing perorations and adjustments, as
follows:
a. $88,800.00 in cash or certified funds on the closing date; and
b. $81,200.00 in maintenance work at Oak Park, for a period of five(5) years as
established in a separate contemporaneous Agreement for Maintenance
Services between the parties.
3. Title. On the closing date, Seller shall execute and deliver to Buyer a Warranty
Deed ("Deed") conveying the Property in fee simple, subject to conditions,
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restrictions, and reservations of record on file in the Ingham County Register of
Deeds, but otherwise free and clear of all liens, encumbrances, encroachments.
4. CIosing Costs. Buyer shall be obligated to pay the cost of recording the Deed.
Buyer will pay the cost of any closing agent conducting the closing. Each party shall
pay its own attorneys' fees. All other costs and expenses incident to the purchase and
the closing shall be paid by the party incurring them.
5. Title Insurance and Survey. At Buyer's cost, Seller shall furnish Buyer with a
title insurance commitment, without standard exceptions, insuring Seller's title to the
Property issued through Diversified National Title Agency, LLC, 500 E. Michigan
Avenue, Lansing, MI 48912 ("Title Company"). The title insurance commitment
must show good, marketable and insurable fee simple title to the Property in Seller
and in accordance with the terms and conditions of this Agreement. The title
insurance commitment shall be furnished to Buyer not later than fifteen(15) days
after the Effective Date. Within thirty(30) days after receipt of both the title
commitment and the Survey(as defined in the following paragraph), Buyer shall
notify Seller in writing of any objections to the defects and exceptions shown on the
title insurance commitment. Seller shall notify Buyer in writing within fifteen (15)
days after receipt of such objections as to whether Seller will cure such objections
prior to closing. If Seller does not agree to cure all objections of Buyer prior to
closing, the Buyer may elect to terminate this Agreement on written notice or elect to
accept the Property with such defects and exceptions. The title commitment is not
deemed received until Buyer receives the commitment, legible copies of all
documents referenced in the commitment affecting the Property, and all updates to
the commitment and such documents.
Seller shall, at Buyer's cost, deliver, or cause to be delivered,to Buyer an ALTA
survey depicting the Property and any buildings, easements and other matters
concerning the Property(the"Survey"). The Survey shall be furnished to Buyer not
later than thirty(30) days after the Effective Date. Within thirty(30) days after
receipt of both the title commitment and the Survey, Buyer shall notify Seller in
writing of any objections to any matter shown. Seller shall notify Buyer in writing
within fifteen (15) days after receipt of such objections as to whether Seller will cure
such objections prior to closing. If Seller does not agree to cure all objections of
Buyer prior to closing, the Buyer may elect to terminate this Agreement on written
notice or elect to accept the Property with such defects and exceptions shown on the
Survey.
On the closing date, the Buyer will cause the Title Company to issue to Buyer, at
Buyer's expense, a title policy. The title policy shall insure title to the Property owned
by Seller in the amount of the Purchase Price.
6. Buyer's Inspection Opportunity. Buyer's obligation to purchase is conditioned
on Buyer's satisfaction with the Property in its sole and absolute discretion. Buyer
may perform or have performed any tests, inspections, investigations, and surveys
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that Buyer cares to conduct (which, except as otherwise set forth in this Agreement,
are all to be performed at Buyer's sole expense) during a 90-day inspection period
following the Effective Date.
Seller will use its best efforts to provide Buyer and its agents and designees with
reasonable access to the Property for such tests, inspections, investigations, and
surveys. Buyer will not conduct any unreasonably invasive testing without Seller's
prior written consent. Buyer holds Seller harmless from any damages resulting from
Buyer's tests, inspections, investigations, and surveys. At any time during the 90-day
inspection period, Buyer (for any reason)may give written notice to Seller that this
Agreement is null and void. If such notice is not given within the 90-day inspection
period, the inspection condition is removed and Buyer shall be obligated to close
(subject to satisfaction of all other conditions of Seller to close) the transaction. The
inspection period maybe extended by the mutual written consent of the parties.
7. Rezoning. Buyer's obligation to close as set forth in Section 9 is conditioned on
Seller obtaining all zoning approvals necessary to change the zoning classification of
the Property from residential to H Light Industrial.
If the contingency set forth in this Section 7 has not been satisfied prior to the end of
90 days after the effective date(Approval Period), Buyer shall have the right to
terminate this Agreement by written notice to Seller at any time prior to the end of the
Approval Period. If Buyer fails to terminate this Agreement within the Approval
Period, this contingency shall be deemed satisfied or waived.
8. Possession. Seller shall deliver possession of the Property to Buyer at the closing
date set forth in Section 9. Ili the event Purchaser does not need the use of all the
Property after closing,the Buyer and Seller may enter into a lease for that portion of
Property the Buyer does not need. Said lease shall minimally provide; (1) for
termination by either party on thirty(30)days notice; (2)that the Seller shall continue
its present use as a public parks service building; and(3) that the Seller shall not
interfere with any remediation work after closing.
9. Closing Date. The closing date shall be the date on which the parties shall agree,
but shall be not later than thirty(30) days after the satisfaction or waiver of all
conditions to close, including the following;
a. Section 5, Title Insurance and Survey.
b. Section 6, Buyer's Inspection Opportunity.
C. Section 7, Rezoning.
d. Section 9, Mutual agreement on date of closing.
e. Section 10, Mutual agreement on place of closing. (if applicable)
f. Section 16, Conditions Precedent to Buyer's Obligations
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10. Place of Closing. The closing shall take place at the offices of the Title Company,
or at such other place as may be mutually agreed on by Seller and Buyer.
11. Risk of Loss. Risk of loss or damage to the Property shall rest with Seller until
the time of delivery of possession. In the event, prior to delivery of possession to
Buyer, the Property is damaged by fire, explosion, casualty, or other cause, or in the
event that condemnation proceedings are commenced against the Property or any part
thereof, Buyer shall have the option of either(A) completing the transaction
contemplated.in this Agreement, in which event all insurance or condemnation
proceeds or claims shall be assigned to Buyer provided that in no event shall Buyer
be entitled to receive payment or assigmnent of insurance or condemnation proceeds
in an amount greater than the Purchase Price, or(B) terminating this Agreement by
written notice to Seller within ten(10) calendar days from the date Buyer receives
notice of the damage or condemnation, in which event, notwithstanding any provision
in this Agreement to the contrary, this Agreement shall be terminated and have no
further force or effect, and neither party shall have any rights or obligations under this
Agreement. If Buyer fails to timely deliver to Seller written notice of termination of
this Agreement as described in Section 11(B), then Buyer shall be deemed to have
elected to proceed in accordance with (A) above.
12. Special Assessments. Seller shall deliver to Buyer on the closing date a title
insurance commitment showing that there are no special assessments of record as of
the closing date.
13. Taxes. There are no taxes due on the Property at the time of closing and therefore
no proration of taxes is provided herein. Buyer will be responsible for any subsequent
taxes.
14. Real Estate Commission. Each party shall be obligated to pay any real estate
commission for any broker that it has retained to provide services in connection with
this transaction. Each party represents to the other it has not engaged a broker as an
agent in connection with this transaction.
15. Seller's Representations and Warranties. To induce Buyer to enter into this
Agreement, Seller makes the representations, warranties, and covenants contained
below, each of which is material to and is relied on by Buyer. Seller represents,
warrants, and covenants as follows:
A. Authority to Sell. Seller has or will have the right,power, and authority to
enter into this Agreement and to sell the Property to Buyer in accordance with this
Agreement's terms and conditions. Authority to sell is conditioned on approval
of Lansing City Council as set forth in Section 30,
B. Title. Seller has good,marketable and insurable fee simple title to the Property
free and clear of liens, security interests, or other encumbrances and restrictions of
record other than those shown on the Survey and title commitment. There are no
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claims of any other parties under any other leases, occupancy agreements,
options, or rights of first refusal with respect to the Property.
C. Violations. There are no known threatened or pending special assessments,
condemnation, zoning, moratoriums, outstanding notices of any uncorrected
violations or any other proceedings, administrative or otherwise, or litigation with
respect to the Property.
D. Lease. Seller shall not, after the Effective Date,mortgage, convey, lease or
encumber the Property without Buyer's prior written consent,which consent may
be withheld in Buyer's sole and absolute discretion.
E. Reaffirmation. Each and every warranty, representation, and covenant set
forth in this Agreement shall be true as of the Effective Date and as of the closing
and shall continue thereafter in full force and effect and not expire.
F. Insurance. Seller shall keep the Property fully insured against risk of loss by
fire, windstorm, or otherwise until the delivery of possession to Buyer.
G. Latent Defects. The Property is free from latent defects and concealed
dangers.
16. Conditions Precedent to Buyer's Obligations. The obligation of Buyer to
consiunmate the transactions contemplated by this Agreement is subject to the
fulfillment prior to and at the closing date of each of the following conditions:
A. Representations and Warranties. The representations and warranties of
Seller contained in this Agreement shall be true and correct in all material
respects at and as of the closing date as though such representations and
warranties were made at and as of such time;
B. Performance. Seller shall have in all material respects performed and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to and at the closing date;
C. Unsatisfactory Conditions. Buyer shall not have terminated this Agreement in
accordance with the terms of this Agreement.
D. Environmental Review. Buyer's obligation to close this transaction is
expressly conditioned upon Buyer's receipt of the Phase I and Phase II
Environmental Reports, and the Baseline Environmental Assessment. Buyer shall
have ninety(90) days from the date of the execution of this Agreement by both
parties or Forty-five (45) days from receipt of the updated Phase I and Phase II
Environmental Reports and the BEA(whichever is later)to conduct at Buyer's
sole expense, such additional environmental studies of the Property(the
"Environmental Review Period."). If, within the Environmental Review Period,
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the Buyer determines that it is not satisfied with the condition of the Property,
Buyer may cancel this Agreement in writing, with no further liability or
obligation by either party with regard to this Agreement.
17. "As Is" Transaction.
A. Buyer acknowledges that it will have been afforded a reasonable opportunity
to conduct due diligence activities with respect to the Property. Buyer further
acknowledges that notwithstanding any prior or contemporaneous oral or written
representations, statements, documents, or understandings,this Agreement
constitutes the entire understanding of the parties with respect to the subject
matter and supersedes any such prior or contemporaneous oral or written
representations, statements, documents, or understandings. Buyer further
acknowledges that Seller does not make any representations or warranties of any
kind whatsoever, either expressed or implied, except as expressly contained in
this Agreement with respect to the property or any related maters, and that the
Property is being transferred to Buyer in"as is—where is condition, with all
faults." In particular, except as otherwise set forth in this Agreement, Seller
makes no representations or warranties with respect to the use,physical condition,
occupation or management of the Properly, compliance with applicable statutes,
laws, codes, ordinances, regulations, or requirements relating to leasing, zoning,
subdivision, planning, building, fire, safety, health, or environmental matters,
compliance with covenants, conditions and restrictions (whether or not of record),
other local,m-unicipal,regional, state or federal requirements, or other statutes,
laws, codes, ordinances, regulations, or requirements.
B. Seller makes no representations or warranties as to the environmental
condition of the Property. Buyer shall rely on its own investigation of the
Property, and any environmental report(s) or assessment(s) obtained by the Buyer
in making any decisions regarding the suitability of the Property.
On closing, except as otherwise provided in this Agreement, Buyer will be deemed to
have accepted the Property in"as is—where is condition, with all faults," including the
location and extent of boundaries, encroachments, the condition of all improvements, and
the environmental condition of the Property.
18. Remedies.
A. In the event of default by Buyer or Seller to perform its obligations under this
Agreement when due, which remains uncured for fifteen (15) calendar days after
notice to the defaulting party of such default, the non-defaulting party may, at its
option and as its sole and exclusive remedy, (i) terminate this Agreement by
written notice to the defaulting party, or(ii) exercise the right to specific
performance. Notwithstanding anything to the contrary contained in this
Agreement, the parties agree that in no event will any party be responsible for
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consequential damages, exemplary damages,punitive damages, special/indirect
damages or damages based on a multiple or lost profits.
B. Notwithstanding the foregoing, if the sale contemplated by this Agreement
shall fail to close for failure of any condition set forth in Section 16 C above, or
due to Seller's inability to deliver an owners policy of tide insurance in
accordance with Section 5 of this Agreement, Buyer shall be entitled to terminate
this Agreement as its sole remedy, and thereafter neither party shall have any
other right or remedy against the other party.
19. Severability. If any noneconomic mutual term or provision of this Agreement or
the application to any person or circumstances shall to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected, and each terra and provision of this Agreement
shall be valid and enforced to the fullest extent pennitted by law.
20. further Assurances. Each undersigned party will, whenever it shall be
reasonably requested to do so by the other, promptly sign, acknowledge, and deliver,
or cause to be signed, acknowledged, or delivered, any and all such further
conveyances, confirmations, instruments, or further assurances and consents as may
be necessary or proper to effectuate the covenants and agreements provided in this
Agreement. Each of the undersigned parties shall cooperate in good faith with the
other and shall do any and all other acts and sign, acknowledge, and deliver any and
all documents so requested to satisfy the conditions set forth and to carry out the
intent and purposes of this Agreement.
21. Interpretations. Any uncertainty or ambiguity shall not be interpreted against
either party because such party prepared any portion of this Agreement but shall be
interpreted according to the application of rules of interpretation of contracts
generally.
22. Construction.Whenever the singular is used, including acknowledgments, it
shall be construed to include the plural or the singular, and the use of any gender shall
be construed to include and be applicable to all genders as the context shall warrant.
23. Time of the Essence. Time is of the essence of this Agreement.
24. Entire Agreement. This Agreement contains the entire agreement of the parties.
This Agreement cannot be modified or altered unless reduced to writing and
consented to by all the undersigned parties.
25. Assignment. This Agreement is not assignable by either party without the
written consent of the other party. No such assignment shall release the assigning
party from its obligations under this Agreement without the express written consent
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of the other party, which consent may be withheld by such other party in its absolute
discretion.
26. Notices. All notices given pursuant to this Agreement by either party to the other
shall be in writing and delivered by overnight mail or delivery service or via facsimile
to the address below, or at such other address or addresses as either party may
designate by notice given to the other party. All such notices shall be deemed
effective on the day of facsimile transmission or the next day for overnight delivery
service or mail. All notices shall be addressed to the parties as follows:
To Buyer: Neogen Properties V, LLC
Attn: James L. Herbert
620 Lesher Place
Lansing, MI 48912
And
Richard C. Lowe
Lowe Law Firm, PC
2375 Woodlake Drive
Suite 380
Okemos, MI 48864
To Seller: Robert Johnson
Director, Department of Neighborhood
Planning and Development
City of Lansing
316 N. Capitol Avenue
Lansing, MI 48933
And
Janene McIntyre
Lansing City Attorney
124 W. Michigan Ave., 5t11 Floor
Lansing, MI 48933
27. Facsimile and Counterparts. This Agreement and all documents to be executed
in connection with this Agreement may be signed and delivered via facsimile or
electronic mail and in two counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same document.
28. Governing Law.All aspects of this Agreement shall be governed by the laws of
the State of Michigan.
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29. Provisions Not Merged With Deed. None of the provisions of the Agreement
are intended to or shall be merged by reason of any deed transferring title to the
Property from the Seller to the Buyer or any successor in interest, and any such deed
shall not be deemed to affect or impair the covenants of the Agreement.
30. Binding.Notwithstanding any other provision of this Agreement, this Agreement
is binding on the Buyer as evidenced by its signature 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 BUYER. THE ABOVE NOT
WITHSTANDING, THIS AGREEMENT SHALL NOT BE BINDING UPON
BUYER IF NOT FULLY EXECUTED BY DECEMBER 31, 2013.
31 STATEMENT OF LACK OF NECESSITY. Pursuant to Lansing City Charter
8-403 and the real property disposition ordinances promulgated there under, the real
property to be disposed of in this Agreement or any other agreements referenced or
required herein is not necessary for public purposes, as set forth in this Agreement.
[The remainder of this page is intentionally blank.]
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Seller and Buyer have executed this Agreement as of the date set opposite their
respective signature.
SELLER:
CITY OF LANSING
Dated: By: /s/
Mayor
Its:
BUYER:
NEOGEN PROPERTIES V, LLC
Dated: By: Isl
Its:
Approved as to form: I certify fiends are available
In account no.:
City Attorney Controller
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