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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, 1 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 2 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 3 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 4 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, 5 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 6 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 7 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. 8 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.] 9 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 10