HomeMy WebLinkAbout2015 - Buy and Sell Agreement Rick hubble and Jassica - Lasning Housing Commision S 1 �G
Chris Swope
Lansing City Clerk
rcH I O
June 19, 2015
City Council President Houghton and Members of the Lansing City Council
10th Floor City Hall
Lansing, MI 48933
Dear President Houghton and Council Members:
Pursuant to Article 8, Chapter 4, Section 8-403.3 of the Lansing City Charter, on June 17,
2015 the Mayor's Office placed on file in my office a Buy and Sell Agreement for Property
between the City of Lansing and Rick Hubble and Jessica Hubble and the Lansing Housing
Commission for 3337 Remy Dr. Under the Charter, a public hearing may be held on this
matter on or after July 17, 2015.
This document is available for review at the office of the City Clerk or at
http://www.lansingmi.gov/clerk under the heading of Documents Placed on File.
Sincerely,
C9440 4GW�
Chris Swope, CMMC/CMC
Lansing City Clerk
Lansing City Clerk's Office
Ninth Floor, City Hall, 124 W. Michigan Ave., Lansing, MI 48933-1695
517-483-4131 • TDD 517-483-4479. 517-377-0068 FAX
www.lansingmi.gov/clerk • clerk@lansingmi.gov
REAL ESTATE PURCHASE AGREEMENT rTµ
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THIS AGREEMENT,made this Mof JW 2015,by and between Rick Hubble am
Jessica Hubble,husband and wife,(hereinafter referred to as"Purchaser"), and the pity
of Lansing,a Michigan Municipal Corporation,whose address is 124 W.Michigan �L) --j r n
Avenue,Lansing,Michigan 48933 (the"City")and its Lansing Housing Commissiotr,
whose address is 419 Cherry Street, Lansing,Michigan 48933 (the"LHC")(City an�
LHC hereinafter collectively referred to as"Seller"),wherein,in consideration of the r— ry
provisions and mutual obligations of the parties hereto each of them does hereby "
covenant and agree with the other as follows:
1.Agreement for Purchase and Sale. Seller shall sell,transfer,and convey to
Purchaser,and Purchaser shall purchase from Seller,subject to,and on the terms and
conditions set forth in this Agreement,the following(collectively,the"Property"):
Certain land situated in the CITY of LANSING,INGHAM, Michigan,and
more particularly described as:
3337 Remy, Lansing,Michigan,Ingham County:
LOT 20 LANTEX INDUSTRIAL PARK SUB
Tax Item No. 33-01-01-05-103-031
together with the buildings and all other improvements of every kind and
nature,all fixtures of every kind and nature located in or on the Land or the
Buildings,or any such improvements and all appurtenances and hereditaments
to the Land(collectively,the"Improvements"),being commonly known as
3337 Remy,Lansing, Ingham County,Michigan
2.Purchase Price. The purchase price for the Property(Purchase Price)shall be One
Hundred Fifty Thousand One Hundred and 00/100 Dollars($150,100.00), payable to
LHC at the Closing(defined in Paragraph 6).
3.Condition of Property.
(a) Purchaser acknowledges that,except as otherwise set forth in this Agreement
or in any of the Closing documents,Seller has not made,does not make,and
specifically negates and disclaims any and all representations,warranties,
promises,covenants,agreements,or guaranties of any kind or character
whatsoever,whether express or implied,oral or written,past,present or future,of,
as to,concerning,or with respect to(i)the value,nature,quality,or condition of
the Property,including,without limitation,the water,soil,and geology or
structural elements,or foundations;(ii)the suitability of the Property for any or
all of Purchaser's activities and uses;(iii)the compliance of or by the Property
with any laws,codes,roles,ordinances,regulations,orders,decrees,or other
requirement of any applicable governmental authority or body(collectively,the
"Laws'), including,without limitation,compliance with any applicable zoning
ordinance; (iv)the habitability,marketability,profitability,or fitness for a
particular purpose of the Property;(v)existence in,on,under,or over the Property
of any Hazardous Materials(defined below);or(vi)any other matter with respect
to the Property.Additionally,no person acting on behalf of Seller is authorized to
make,and by execution of this Agreement Purchaser acknowledges that no person
has made,any representation,agreement, statement, warranty, guaranty,or
promise regarding the Property,and no representation,warranty,agreement,
guaranty,statement,or promise, if any,made by any person acting on behalf of
Seller shall be valid or binding on Seller unless expressly set forth in this
Agreement or in any of the Closing documents."Hazardous Materials"means any
substance that is or contains(A)any "hazardous substance"as now or hereafter
defined in §101(14)of the Comprehensive Environmental Response,
Compensation,and Liability Act of 1980(CERCLA), as amended(42 USC 9601
et seq.),or any regulations promulgated under CERCLA; (B)any"hazardous
waste"as now or hereafter defined in the Resource Conservation and Recovery
Act(RCRA)(42 USC 6901 et seq.)or regulations promulgated under RCRA;(C)
any substance regulated by the Toxic Substances Control Act(TSCA)(15 USC
2601 et seq.);(D)gasoline,diesel fuel,or other petroleum hydrocarbons; (E)
asbestos and asbestos-containing materials in any form,whether friable or
nonfriable;(F)polychlorinated biphenyls;(0)radon gas;and(H)any additional
substances or materials that are now or hereafter classified or considered to be
hazardous or toxic under any Laws.
(b)Purchaser further acknowledges that having been given the opportunity to
inspect the Property,Purchaser is relying,solely on its own investigation of the
Property and not on any information provided or to be provided by Seller and
agrees to accept the Property and waive all objections or claims against Seller
arising from or related to the Property or to any Hazardous Materials on the
Property except for a breach of any representations or warranties set forth in this
Agreement or any of the Closing documents.Purchaser f ulher acknowledges that
any information provided or to be provided with respect to the Property was
obtained from a variety of sources and that Seller has not made any independent
investigation or verification of the information and makes no representations as to
the accuracy,truthfulness,or completeness of the information.
(c)This Paragraph 3 shall survive the Closing,for a period of 30 years.
4.Prorations. Any taxes and assessments that are a lien on the Real Property,or that
otherwise relate to the Real Property and are due and payable as of Closing(other
than the lien of general real estate taxes that are not due and payable as of Closing)
shall be paid by Seller on or before Closing.Real estate taxes for the year in which
the Closing occurs shall be prorated and adjusted between Seller and Purchaser as of
Closing on a calendar-year basis.If the real estate taxes1or the year cannot be
determined as of Closing,the taxes shall be prorated as of Closing based on the real
estate taxes payable with respect to the Real Property for the immediately preceding
calendar year.Once the actual real estate taxes for the year in which the Closing
occurs have been determined,the proration of the taxes shall be recalculated based on
the actual taxes for the year,and the party owing the other an amount based on the
recalculation shall promptly pay the same to the other party.The parties shall arrange
for final readings of utility meters as of Closing and Seller shall pay at Closing final
utility charges based on the readings.Any other charges for utilities or other services,
materials,or labor furnished to or with respect to the Property(other than services,
materials,or labor contracted for by Purchaser)before Closing shall be paid by Seller
on or before Closing. NOTE; THIS PROPERTY IS EXEMPT FROM TAXATION
ON THE DAY OF CLOSING,BUT WILL BE RETURNED TO THE TAX ROLLS
UPON CONVEYANCE TO THE PURCHASER.
5. Contingencies This Agreement is binding on Purchaser as evidenced by its
signature on this Agreement, at the time Purchaser delivers the Agreement to the City
for placement on file with the City Clerk. This sale is contingent on all of the
following approvals being obtained prior to closing. If not obtained by December 30,
2015, this Agreement shall be null and void and of no further effect, unless extended
in writing by mutual consent of the parties prior to that date.
1. Approval of the Lansing Housing Commission;
2. Receipt of all required approvals, waivers, or lien releases from the
Department of Housing and Urban Development("HUD"),
3. Approval by the Lansing City Council in accordance with the City
Charter,
G. Closing. The transactions contemplated under this Agreement shall, subject to the
satisfaction of the contingency set forth in Paragraph 5, shall be closed at the offices
of the title company providing the title commitment within fifteen(15) business days
after Purchaser notifies Seller that Purchaser is ready to close and all the conditions
precedent in this Agreement have been completed, met or waived, unless otherwise
agreed to in writing by Purchaser and Seller (Closing). The parties shall each be
responsible for one-half of the title company closing fee for preparation of the closing
statement, aWa settlement statement and acting as closing agent to close this
transaction. Seller shall be responsible for all costs necessary to place title in the
condition required by this Agreement, including but not limited to obtaining
discharges and releases of all mortgages, security interests, assignment of rents,
leases, tax liens, and other consensual liens. Purchaser shall pay for recording of the
Warranty Deed for the Property and bond documents,if any and appropriate.
At Closing,
(a) Seller shall
(i)execute and deliver to Purchaser a Warranty Deed to the Real Property;
(ii)execute and/or deliver affidavits and other documents that may be
reasonably required by Fidelity National Title Insurance Company(Title
Company)for the issuance of a title insurance policy pursuant to Title
Insurance Commitment No. LG 11052 issued by the Title Company(Title
Policy),except that any UCC,bankruptcy,or judgment lien searches or the
like shall be done at the sole effort,cost,and expense of Purchaser;
(iii)Muse the Title Company to be paid the premium for the issuance of the
standard ALTA owner's policy of title insurance in the amount of the
purchase price,effective as of the date of closing;
(iv)pay the real estate transfer taxes imposed under Michigan law in
connection with the recordation of the Warranty Deed,if any;
(v)execute,at Purchaser's option,a Michigan Real Estate Transfer Tax
Valuation Affidavit;
(vi)execute and deliver to Purchaser an Affidavit of nonforeign status;
(vii)execute and deliver to Purchaser a bill of sale and assignment of all of the
personal property described in subparagraphs(c)and (d)of Paragraph 1,if
any;
(viii)deliver all keys to and exclusive possession of the Property to Purchaser,
free and clear of the possessory rights of any person or entity and in the
substantially the same condition as exists on the date of Purchaser's execution
of this Agreement.
(b)Purchaser shall pay to Seller the Purchase Price,as adjusted pursuant to
Paragraph 4,by cash or wire transfer of immediately available funds.
(c)Seller and Purchaser shall execute a mutually acceptable Closing Statement.
7.Default and Remedies
(a)If Seller fails to perform in accordance with this Agreement or if any
representation or warranty of Seller in this Agreement is untrue when made or at
Closing,Seller shall be in default.In the event of a default by Seller,Purchaser
may,as its sole and exclusive remedies,elect to either enforce the terms of or
terminate this Agreement.
(b)In the event of a default under this Agreement by Purchaser,Seller may,as its
sole and exclusive remedy,elect to terminate this Agreement. In the event Seller
elects to terminate this Agreement,the Deposit paid pursuant to Paragraph I I
shall be forfeited and be the sole property of the LHC.
8.Representations and Warranties.
(a)Seller warrants and represents to Purchaser that as of the date of this
Agreement and at Closing
(i)Seller owns good and marketable fee simple title to the Real Property;
(ii)this Agreement constitutes a legal, valid,and binding agreement of Seller;
(iii)to Seller's actual knowledge,(A)there is no pending or threatened
litigation or proceeding relating to the Property or the operation or use of it,
and(B)there is no pending or threatened bankruptcy proceeding involving
Seller;
(iv)(A)Seller is a governmental agency authorized and existing under the
laws of the State of Michigan;(B)neither the execution of this Agreement nor
the performance of Seller's obligations under this Agreement will constitute a
default under its organizational documents or any contract or agreement by
which Seller is bound;and(C)the execution and delivery of this Agreement
by Seller and the consummation of the transactions contemplated by this
Agreement by Seller will not violate any order,writ,injunction,or decree of
any court in any litigation to which Seller is a party or bound or violate any
law.
(v) LHC shall continue its current insurance of the improvements on the
Property and maintain the Property in its current condition during the interim
period between the acceptance of this Agreement and the closing date.
(vi) Seller is not aware of any latent defects on the Property not disclosed.
(b)Purchaser represents and warrants to Seller as of the date of this Agreement
and at Closing that
(i) [reserved];
(ii)neither the execution of this Agreement by Purchaser nor the performance
of Purchaser's obligations under this Agreement will constitute a default
under its organizational documents or any contractor agreement by which
Purchaser is bound;and
(iii)the execution and delivery of this Agreement by Purchaser and the
consummation of the transactions contemplated by this Agreement by
Purchaser will not violate any order,writ,injunction,or decree of any court
and any litigation to which Purchaser is a party or bound or violate any law.
(iv)the Purchaser is fully familiar with the condition of the Property and
agrees to accept the Property in"as-is,"where-is,"and"with all faults"
condition. The Purchaser does not desire an inspection of the property.
(v)in entering into this Agreement,the Purchaser has not relied upon any
written or verbal representations made by Seller or any representative of the
Seller,regarding the Property or any aspect of this transaction,not expressly
set forth in this Agreement.
(vi)to Purchaser's actual knowledge,(A)there is no pending or threatened
litigation or proceeding relating to the Property or the operation or use of it,
and(B)there is no pending or threatened bankruptcy proceeding involving
Purchaser,
9.Broker. Seller and Purchaser each represent and warrant to the other that no broker
has been engaged by it in connection with the transactions contemplated by this
Agreement except that Keller Williams,by Charles Hill,(Purchaser's Broker)is
acting as Purchaser's agent in connection with the transactions contemplated by this
Agreement.Purchaser shall be responsible for paying the commission payable to
Purchaser's Broker pursuant to tho agreement entered into by Purchaser and
Purchaser's Broker.Purchaser indemnifies Seller against any costs,claims,or
expenses, including reasonable attorney fees,arising out of the breach of the
foregoing representation by the indemnifying party.The indemnification provision of
this Paragraph 9 shall survive the Closing or termination of this Agreement.
10.Access. Upon execution of this Agreement,the Purchaser will be granted access
to the property,subject to the below terms and conditions:
a. The Purchaser shall have access to the Property until the earlier of the following
occurs:
a. The Purchaser Closes on the Property;
b. The Purchaser defaults on this Agreement,or any term herein;
c. The Purchaser fails to keep the Property insured as required herein;
d. This Agreement is terminated for any reason;or
e. December 31,2015.
b. The Purchaser,while it maintains access to the property,shall be able to use the
Property for storage.
c. The Purchaser agrees to indemnify,defend,and hold the Seller,their officers,
officials,employees,contractors,and volunteers harmless from any liability,
injury,claims,suits,actions or costs, including all attorney fees,arising out of the
Purchaser's use of the Property,except such injury or damage caused by the sole
negligence of the Seller.
d. The Purchaser,while it maintains access to the Property, shall obtain and maintain
the following insurance:
a. Liability Insurance.Purchaser shall,at the Purchaser's sole cost,procure
and maintain liability insurance covering Sellers with public liability
insurance and property damage insurance with insurance companies
licensed to do business in the State of Michigan,in the amount of One
Million Dollars($1,000,000.00)per occurrence with a limit per person of
Five Hundred Thousand Dollars($500,000.00) for damages arising out of
bodily injury or death in any one occurrence and Five Hundred Thousand
Dollars($500,000.00) for damages resulting to property in any one
occurrence,The insurance policy shall show Seller as additional named
insured.The insurance policy shall carry an endorsement requiring that
Lessor shall be given 20 days written notice prior to any change in or any
expiration or cancellation of the policy.Certificates of all insurance
policies shall be subject to the prior approval as to form by the Lansing
City Attorney.
b. Casualty Insurance.During the term of this Agreement,the Purchaser
shall,at Purchaser's sole cost,procure and maintain fire and extended
coverage insurance insuring the Property,including all improvements,for
their full replacement value.The insurance policy shall show Seller as
additional named insured.The insurance policy shall carry an endorsement
requiring that lessor shall be given 20 days written notice prior to any
change in or any expiration or cancellation of the policy. Certificates of all
insurance policies shall be subject to the prior approval as to form by the
Lansing City Attorney.
11.Deposit. Purchaser herewith deposits Ten Thousand and 00/100 Dollars
($10,000.00)(Deposit)evidencing Purchasers good faith,said Deposit to be
deposited in Parks Legacy Title trust account,in accordance with law,and apply as
part of the purchase price. If title is not marketable or insurable,or other
contingencies specified herein cannot be met,this Deposit will be refunded to
Purchaser forthwith. In the event of a default or breach by purchaser,all Deposits
made hereunder may be forfeited as liquidated damages at Seller's election;or
alternatively,Seller may retain such Deposits as partial payment of the Purchase Price
and pursue its legal or equitable remedies hereunder against Purchaser.
12.Notice. Any notice required or permitted by this Agreement shall be sufficient if
in writing and either delivered personally or by regular mail addressed to the parties
at their addresses specified below, and any notices given by mail shall be deemed to
have been given as of the next business day following the date of posting.
a. In case of Seller,addressed to or delivered personally to:
Lansing Housing Commission
Patricia Baines-Lake, Executive Director
401 Cheery Street
Lansing,MI 48933-1234
and with a copies mailed or delivered to:
Robert Johnson
Director,Department of Planning and
Neighborhood Development
316 N.Capitol
Lansing,MI 48933
and
City Attorney
Office of Lansing City Attorney
5'h Floor, 124 W.Michigan Avenue
City Hall
Lansing,MI 48933
In case of Purchaser,addressed to or delivered personally to:
Rick Hubble
Jessica Hubble
3330 West Lehman
Dewitt,MI 48820
b. Either party may change its address for notices, from time to time, by
designating the new address in writing and forwarding it to the other party
as provided in this Section.
13.Saturday, Sunday, or Legal Holiday. Whenever any determination is to be made
or action to be taken on a date specified in this Agreement, if the date falls on a
Saturday, Sunday,or legal holiday,the date of the determination or action shall be
extended to the next business day.
14.Enure Agreement, This Agreement embodies the entire agreement of the parties
and supersedes any prior or contemporaneous understandings or written or oral
agreements between them concerning the Property.No variation,modification,or
alteration of these terms shall be binding on either party unless set forth in an express
and formal written amendment executed by all parties to this Agreement.
15.Survival. The representations and warranties of the parties contained in this
Agreement shall survive the Closing for one year and shall not merge in the Warranty
Deed or any of the other documents executed in connection with the Closing.
16. Governing Law. This Agreement shall be governed by and construed under and in
accordance with the laws of the State of Michigan.
17.Binding Effect. Subject to the contingencies contained herein,all of the terms and
provisions in this Agreement shall bind and inure to the benefit of the parties and
their respective heirs, personal representatives,successors,and assigns.
18.Construction. This Agreement shall not be construed more strictly against one
party than against the other merely by virtue of the fact that it may have been
prepared by counsel for one of the parties,it being acknowledged and agreed that this
Agreement shall be interpreted in light of the probable intent of the parties.
19.Advice of Counsel. Any evidence of title and supporting documents are to be
examined on behalf of Purchaser by [T/B/D].
20. Additional Acts. Purchaser and Seller agree to execute and deliver such
additional documents and to perform such additional acts as may become reasonably
necessary to effectuate the transfers contemplated by this Agreement.
21. Counterparts,Facsimile. This Agreement may be executed in one or more
counterparts,each of which shall be deemed to be an original,but all of which
together shall constitute one and the same instrument.This Agreement may be
executed and delivered by facsimile transmission,and a facsimile of this Agreement
or of a signature of a party will be effective as an original.
22. Rights in Third Parties. Nothing in this Agreement shall be construed to
constitute or create rights.expectations or benefits in any person,firm,or other entity
against the parties hereto(as third parry beneficiaries or otherwise)or to create
obligations or responsibilities of the parties thereto to such third parties or to permit
anyone other than the parties thereto and their respective successors and assigns to
rely upon the covenants,conditions,and agreements herein contained.
23. Statement of Lack of Necessity. Pursuant to Lansing City Charter 8403 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.
24. Extensions. Either party may,upon written request of the other parry,grant
written extensions of due dates found in this Agreement.
25.This agreement replaces and supersedes the agreement previously entered
between the Purchasers and LHC on about April 24, 2015,which is hereby rendered
null and void.
The parties have executed this Agreement on the date listed on the first page.
Dated: te !! ,2015 PU ASER:
f a
c Hubb
J460a Hubble
Dated ,2015 SELLER:
CITY OF LANSING
Virg Bernero
Its: Mayor
BY:
y rr
Chris Swope
Its: Cleric
Lansing Housing Commission
BY:
t cis Baines-Lake
Its: Executive Director
Approved as to form: I certify that fWndsa are available in
Account No.: /-L/l,�
e Accounting Manager
Chief depu City Attorney - -