Fillable Printable Offer to Purchase Real Property - Michigan

Offer to Purchase Real Property - Michigan

OFFER TO PURCHASE REAL PROPERTY

Issued by Authority of Public Act 363 of 2008, State of Michigan

THIS OFFER TO PURCHASE REAL PROPERTY (the “Offer”) is entered into between

______________________________________, a ____________________, (the “Buyer”), and

the State of Michigan

(the “Seller”). Buyer agrees to purchase from Seller the land including

any structures and/or improvements (the “Property”) located in the Township of

_______________, County of ____________________, State of Michigan, commonly known as

surplus Michigan Public Safety Communication System (MPSCS) Surplus Tower Site, parcel

_______, containing ______ acres, more or less, and legally described on the attached Exhibit

A, under the following terms and conditions:

1. Purchase Price

. Buyer shall pay to Seller the sum of

_____________________________ Dollars ($_______________) at Closing. The

Property is subject to all applicable building and use restrictions, liens, encumbrances,

charges, title exceptions, and easements, if any, affecting the Property.

2. Irrevocable Offer

. This Offer shall be irrevocable except as set forth in Section 6 with

respect to cancellation during the Inspection Period.

2.1 The Seller, by executing the acceptance portion hereof and depositing the same in

the U.S. mail, addressed to Buyer per Section 12. Notices, of this Offer, shall cause

this Offer, without further action of either party, to become a binding contract for

the sale of Property.

3. Approvals. Notwithstanding any other provision of this Offer, Buyer acknowledges that

sale of the Property must be approved by the State Administrative Board prior to

Closing. Seller makes no representation that the State Administrative Board will approve

this Offer.

4. Earnest Money

. Upon execution of this Offer, the Buyer shall deliver an earnest

money deposit in the form of a certified check or cashier’s check made payable to the

State of Michigan, in the amount of ten percent (10%) of the sales price (the “Earnest

Money”). The Earnest Money shall be credited to the Purchase Price at Closing. Buyer

shall not be entitled to any interest earned on the Earnest Money.

4.1 Upon acceptance of this Offer, fifty percent (50%) of the Earnest Money is

immediately non-refundable. Buyer acknowledges that the Earnest Money is

deemed non-refundable and the Buyer shall have no right, claim or interest in or to

such Earnest Money. Buyer further acknowledges that the balance of the Earnest

Money deposit shall only be refundable under the conditions set forth in Section 6

and that the full amount of the Earnest Money is non-refundable as liquidated

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damages in the even t of default or failure by Buyer to perform any of its obligations

under the terms of this Offer.

In the event that the State Administrative Board does not approve the transaction

the Earnest Money shall be returned in its entirety to the Buyer.

5. Closing

. The Closing shall occur at a location and time agreed upon by both the Seller

and Buyer, not more than thirty (30) calendar days after the end of the Inspection Period.

5.1. Closing shall be contingent upon receiving approval from the State Administrative

Board.

5.2. The Quitclaim Deed will be prepared by Seller, all other closing documents will be

prepared by the buyer. Closing costs and special assessments, if any, will be paid

by Buyer.

5.3. At Closing, after receipt of the balance of the Purchase Price in the form of a

certified check, cashier’s check or electronic funds from Buyer, Seller shall convey

title to the Property by Quitclaim Deed, prepared and approved by the Attorney

General, subject to any liens, charges, actions, encumbrances, restrictive covenant

and title exceptions, and subject to the provisions of Public Act 363 of 2008.

5.4. The execution and delivery of the Quitclaim Deed by the Seller shall be deemed to

be in full performance and discharge of all the terms and conditions of this Offer to

be observed or performed by Seller, except those that are stated expressly to

survive the Closing.

6. Inspection Period.

6.1. Buyer acknowledges that it has had the opportunity for physical inspection of the

Property prior to ent ering into this Agreem ent, and shall accept the Prop erty “AS IS,

WHERE IS, WITH ALL FAULTS” that is, in its present condition. It shall be the sole

responsibility of the Buyer to make its own investigations, studies, tests, reports,

and other due diligence inquiries as to the Property as deemed appropriate to Buyer

prior to entering into this Agreement.

6.2. Seller authorizes Buyer to enter the Property, with prior notification to Seller, to

conduct investigations and studies, and Buyer hereby releases Seller of any and all

liability associated with entry and inspection, and warrants that it will comply with

applicable regulations regarding environmental and other matters. The Buyer shall

have until 5: 00 p.m., ni nety calendar days (90) days from the date of acceptan ce of

this Offer, to conduct investigations and other due diligence inquiries regarding the

Property (the “Inspection Period”).

6.3. After its inspection, if the Buyer is not reasonably satisfied with the results of its

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investigations and due diligence inquiries, the Buyer may cancel this Offer to

Purchase Real Property, at Buyer’s sole discretion. If Buyer cancels, it shall provide

the State with copies of any and all its due diligence materials acquired during the

Inspection P eriods, including but not limited to, environmental reports, s urveys, title

commitments, and other due diligence materials, and be entitled to a return of Fifty

percent (50%) of the original Earnest Money.

7. Environmental

. Buyer agrees that the Seller assumes no liability or responsibility for the

presence of any toxic, hazardous, polluting or injurious substances on, in, or below the

Property. Except as expressly stated herein, Seller makes no representations as to any

toxic, hazardous, polluting or injurious substances on, in, or below the Property or any

property adjacent to the Property.

7.1. Buyer agrees to accept the Property “as is.” Buyer further acknowledges and

understands that any building materials and structures on the Property may contain

asbestos and mold and that an y reus e or redevelopment of the Property that res ults

in demolition or structural changes may result in the release of asbestos or

asbestos-containing materials and mold. Buyer agrees to release and hold harmless

the Seller from any and all existing and future claims related to the existence or

discovery of asbestos, asbestos-containing materials, lead paint, lead plumbing,

PCBs and irradiating materials present within building materials and structures

located on or below the surface of the Property.

7.2. Buyer further agrees to take no administrative, judicial or other legal action against

the Seller because of th e existence or discov ery of any t oxic, hazard ous, pollutin g or

injurious substances. Actions include, but are not limited to, any action for

contribution, cost recovery, third party action, injunctive relief to compel the Seller

to investigate or take remedial action, declaratory relief, damages, or any action

associated with any obligations th e Buyer may have to comply with fed eral, state or

local law in conjunction with the investigation, removal, or abatement of any toxic,

hazardous, polluting or injurious substance, including but not limited to asbestos or

asbestos-containing materials. Buyer agrees to release and hold harmless the Seller

from any and all existing and future claims related to the existence or discovery of

any toxic, hazardous, polluting or injurious materials in, on, below or emanating

from the Property.

7.3. Buyer agrees to indemnify the Seller and to hold the Seller harmless if any

hazardous, polluting, injurious, or toxic substances exist, are discovered in, on,

below, or emanating from the Property or their condition is exacerbated by the

Buyer.

7.4. Notwithstanding anything to the contrary in this Section or in this Offer, the Seller

will not be responsible to the Buyer for asbestos, lead, or mold-related claims

arising from exposure to asbest os, lead, or mold (if any) whe re the expos ure occurs

after the date of Closing, and the Buyer will not be responsible to the Seller for

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asbestos, lead, or mold-related claims arising from exposure to asbestos, lead, or

mold (if any) where the exposure occurred prior to the date of Closing.

7.5. Except as expressly stated herein, Seller makes no representation or warranty as to

the truth, accuracy or completeness of any materials, data or information delivered

or made available by Seller to Buyer in connection with the sale of the Property.

Buyer acknowledges and agrees that all materials, data and informa tion deliver ed or

made available by Seller to Buyer are provided as a convenience only and that any

reliance on or use of such materials, data or information by Buyer shall be at the

sole risk of Buyer.

7.6. Without limiting the foregoing provisions, Buyer acknowledges and agrees that (a)

any environmental or other report regarding the Property which is delivered or

made available by Seller to Buyer shall be for general informational purposes only,

(b) Buyer shall not have any right to rely on such report delivered or made available

by Seller to Buyer, but rather will rely on its own inspections and investigations of

the Property and any reports commissioned by Buyer with respect thereto, (c)

neither Seller nor the person or entity which prepared any such report delivered or

made available by Seller to Buyer shall have any liability to Buyer for any inaccuracy

in or omission from any such report, and (d) Buyer shall assume all liability and

costs associated with federal, state and/or local environmental laws or regulations.

8. Property Survey

. The survey provided by DTMB Facilities Administration, if any, shall be

the survey of record and shall govern the Closing. Buyer may, at Buyer’s expense, obtain

an independent survey of the Property.

9. Title Insurance

. Buyer shall be responsible for the costs of issuance of a title ins urance

policy, to be obtained at the discretion of Buyer.

10. Zoning, Safety and Regulatory Compliance.

When title passes to the Buyer at

Closing, the Property will immediately become subject to certain State safety and

regulatory laws and to certain local ordinances and regulations (including zoning and use

requirements) to which the Property was not previously subject to because it was owned

by the State. Buyer acknowledges that in certain substantial respects the Property may

not comply with such statutes, rules, ordinances and regulations and may have to be

substantially altered or repaired to become compliant. Buyer acknowledges that it shall

comply with all zoning and use requirements. The Buyer acknowledges that the Seller is

under no obligation to take any action to bring the Property into compliance with such

statutes, and that t he Buyer has had the opportunity to make a personal inspection of the

Property. The Buyer further acknowledges that it is the Buyer’s responsibility to consult

with all State and local regulatory agencies, which have and will continue to have, or will

obtain jurisdiction.

11. Fees and Commissions

. If any person shall assert a claim to a fee, commission or

other compensation in relation to this transaction, as a broker, finder, or other capacity or

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for performance of services as a broker or finder in connection with this Offer, the Buyer

shall (a) indemnify, defend and hold harmless the Seller against and from any such claim

and all costs, expenses and liabilities incurred in connection with such claim or any action

or proceeding brought thereon (including without limitation, any and all attorney fees and

costs incurred in defending against such claim) and (b) satisfy promptly any settlement or

judgment arising from any such claim or any action or proceeding brought thereon. Buyer

acknowledges that Seller has not used the services of a broker in connection with this

transaction.

12. Notices.

Notices under this Offer shall be delivered to:

SELLER: BUYER:

Department of T echnol o gy, Mana gement and B udget

c/o Terri L. Fitzpatrick

Director, Real Estate Division

Stevens T. Mason Building, 1

Floor

530 W. Allegan St.

Lansing, Michigan 48933

Phone (517) 335-6877

Phone

____________________________

WITH COPY TO:

Department of Attorney General

C/O Iris Lopez, State Operations Division

G. Mennen Williams Building, 2

floor

525 W. Ottawa

Lansing, MI 48933

WITH COPY TO:

Facsimile or electronic notices shall not be accepted.

13. Buyer Representations and Warranties

. Buyer represents and warrants to Seller:

13.1. Buyer has the full right, power and authority to purchase the Property as provided

in this Offer and to carry out Buyer’s obligations hereunder, and all requisite action

necessary to authorize Buyer to enter into this Offer and to carry out its obligations

hereunder have been, or by the Closing will have been, taken. The person signing

this Offer on behalf of Buyer is authorized to do so.

13.2. There is no action, suit, arbitration, unsatisfied order or judgment, government

investigation or proceeding pending against Buyer which, if adversely determined,

could interfere with the consummation of the transaction contemplated by this

Offer.

13.3. The representation and warranties of Buyer shall survive Closing.

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14. Public Po licy Provisio ns.

14.1. Nondiscrimination.

Pursuant to MCL 37.2209 and MCL 37.1209, Buyer shall

comply with the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101

et seq.

;

the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101

et seq.

;

and all other federal, state and local fair employment practices and equal

opportunity laws and covenants that it shall not discriminate against any employee

or applicant for employment, to be employed in the performance of this Offer, with

respect to his or her hire, tenure, terms, conditions, or privileges of employment, or

any matter directly or indirectly related to employment, because of his or her race,

religion, color, national origin, age, sex, height, weight, marital status , or physical or

mental disability that is unrelated to the individual’s ability to perform the duties of

a particular job or position. Buyer agrees to include in every subcontract entered

into for the performance of this Offer this covenant not to discriminate in

employment. A breach of this covenant will constitute a material breach of a

contract arising out of this Offer.

14.2. Unfair Labor Practices

. Pursuant to MCL 423.324, the State may void a contract

if Buyer or any of its contractors, subcontractors, manufacturers, or suppliers

appear in the register compiled pursuant to 1980 PA 278, MCL 423.321

et seq.

breach of this covenant will constitute a material breach of a contract arising out of

this Offer.

15. Termination

. If the Buyer fails to perform any of its obligations under this Offer, the

Seller will provide written notice of default to the Buyer. If the Buyer fails to cure within

thirty (30) days after the Seller’s written notice, Seller may terminate this Offer and any

monies paid hereunder may be retained by the Seller as liquidated damages.

16. Miscellaneous Provisions

16.1. In the event that less than ten percent (10%) of the replacement value of the

Property is damaged or destroyed by any casualty insured under the Seller’s

insurance policy, the Seller shall have the right, at its option, to repair said damage

and restore the Property to its prior condition or to sell the Property in its damaged

condition. Buyer may withdraw or terminate its Offer without recourse against the

Seller.

In the event that between ten percent (10%) and fifty percent (50%) of the

replacement value of the Pr operty is damag ed or destroyed by any casualty insured

under the Seller's insurance policy, the Seller shall have the right, at its option, to

repair said damage and restore the Property to its prior condition or to sell the

Property in its damaged condition. Buyer may withdraw or terminate its Offer

without recourse against the Seller.

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In the event that more than fifty percent (50%) of the replacement value of the

Property is damaged or destroyed by any casualty insured under the Seller's

insurance policy, the Seller shall have the option of repairing, reconstructing, selling

the Property in its damaged condition, or canceling the sale. Buyer may withdraw

or terminate its Offer without recourse against the Seller.

16.2. It is expressly understood and agreed that neither the Seller nor the Buyer shall

assign its interest under this Offer or any portion thereof without the prior written

co nsent of the other party, its successors or assigns.

16.3. Prior to Closing, any news releases or other media releases to the public of

information with respect to the sale of the Property or any matters set forth in this

Offer will be made only in the form approved by Seller in writing.

16.4. Each provision of this Offer shall be deemed to be severable from all other

provisions of the Offer and, if one or more of the provisions of the Offer shall be

declared invalid, the remaining provisions of this Offer shall remain in full force and

effect.

16.5. This Offer may be changed or modified only if in writing. This Offer cannot be

changed orally, and no Offer shall be effective to waive, change, modify or

discharge it in whole or in part unless such Offer is in writing and is signed by the

parties agai nst whom enforcem ent of any w aiver, cha nge, modificati on or discharg e

is sought.

16.6. Each party will, without further consideration, execute and deliver such other

documents and take such other action, whether prior or subsequent to Closing, as

may be reasonably requested by the other party to consummate more effectively

this Offer. Without limiting the generality of the foregoing, Buyer shall, if requested

by Seller, execute acknowledgments of receipt with respect to any materials

delivered by Seller to Buyer with respect to the Property. The provisions of this

Section shall survive Closing.

16.7. The provisions of this Offer and of the documents to be executed and delivered at

Closing are and will be for the benefit of Seller and Buyer only and are not for the

benefit of a ny third part y. Accordin gly, n o thir d party shall have the right to en force

the provisions of this Offer or of the documents to be executed and delivered at

Closing.

16.8. This Offer may be executed in any number of counterparts, each of which shall be

deemed an original, and all of which when taken together, shall constitute the same

instrument.

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16.9. Captions and headings used in this Offer are for information and organizational

purposes. Captions and headings, including inaccurate references, do not, in any

way, define or limit the requirements or terms and conditions of this Offer.

16.10. Except as expressly stated herein, Seller makes no representation or warranty as to

the truth, accuracy or completeness of any materials, data or information delivered

or made available by Seller to Buyer in connection with the transaction

contemplated hereby. Buyer acknowledges and agrees that all materials, data and

information delivered or made available by Seller to Buyer in connection with the

transaction contemplated hereby are provided to Buyer as a convenience only and

that any reliance on or use of such materials, data or information by Buyer shall be

at the sole risk of Buyer, except as otherwise expressly stated herein. Without

limiting the generality of the foregoing provisions, Buyer acknowledges and agrees

that (a) any environmental or other report with respect to the Property which is

delivered or made available by Seller to Buyer shall be for general informational

purposes on ly, (b) Buyer shall not have any right to rely on such report delivered or

made available by Seller to Buyer, but rather will rely on its own inspections and

investigations of the Property and any reports commissioned by Buyer with respect

thereto, (c) neither Seller nor the person or entity which prepared any such report

delivered or made available by Seller to Buyer shall have any liability to Buyer for

any inaccuracy in or omission from any such report, and (d) Buyer shall assume all

liability and costs associated with federal, state and/or local environmental laws or

regulations.

17. Governing Law

. This Offer shall in all respects be governed by, and construed in

accordance with, the laws of the State of Michigan.

18. Entire Agreement

. This instrument consti tutes the en tire agreement between th e Seller

and the Buyer, and there are no other terms, conditions, promises, understandings,

statements or representations, express or implied, oral or written, concerning the

transaction con templated hereunder. This Offer shall inure to the benefit of and bind both

parties and their respective agents, representatives, successors and assigns.

19. Effective Date

. The Effective Date of this Offer shall be the date signed as accepted by

the Director of the Real Estate Division, Department of Technology, Management and

Budget.

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Signed on behalf of Buyer this ______ day of _______________, 2010.

WITNESSES

__________________________________ __________________________________

Signature Signature

__________________________________ __________________________________

Printed Name Printed Name

Its: _______________________________

__________________________________ __________________________________

Signature Signature

__________________________________ __________________________________

Printed Name Printed Name

Its: _______________________________

ACCEPTANCE

On this ______ day of ____________, 2010, the State of Michigan, by its Director, Real

Estate Division, Department of Technology, Management and Budget acting pursuant to Public

Act 363of 2008, and subject to the approval of the State Administrative Board, accepts the

foregoing Offer according to its terms.

WITNESSES STATE OF MICHIGAN

By:

Signature Terri L. Fitzpatrick

Director, Real Estate Division

Department of T echnol o gy, Mana gement and B udget

Printed Name

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RFP No. 2010-17

EXHIBIT A

Michigan State Police (MSP) Michigan Public Safety Communication System

(MPSCS) Surplus Tower Sites

Parcel Described

1 Bergland Township, Ontonagon County

Legal: A parcel of land in the NE ¼ of the NE ¼ of Section 16, T49N – R42W,

Bergland Township, Ontonagon County, Michigan, more particularly described as

beginning at the NE corner of said section 16: thence S01

55’24”W 472.11 feet;

thence N88

10’04”W 758.67 feet; thence S01

52’44”W 836.43 feet to the south line of

the NE ¼ of the NE ¼ of said section 16; thence N88

03’35”W 560.87 feet on said

south line to the west line of the NE ¼ of the NE ¼ of said section 16; thence

N01

52’44”E 1307.48 feet on said west line to the north line of said section 16; thence

S88

10’04”E 1319.90 feet on said north line to the point of beginning. Containing

25.07 acres subject to the rights of the public in Old M-64 Highway (66’ wide) and

easements, restrictions and rights of way of record.

2 Berlin Township, Ioni a County

Legal: A portion of land located in Berlin Township, Ionia County, Michigan, desc ribed

as:

Beginning at a point on the east and west quarter line of section 36, town 7 north,

range 7 west, Berlin Township, Ionia County, Michigan, said point being north 88

degrees 33 minutes west 1325.5 feet from the east quarter post of said section 36;

thence north 88 degrees 33 minutes west 125 feet; thence north 01 degrees 40

minutes east 158 feet; thence south 88 degrees 33 minutes east 125 feet; thence

south 01 degree 40 minutes west 158 feet to the point of beginning, containing 0.453

acres in the southeast corner of the southwest ¼ of the northeast ¼ of Section 36.

3A Previous Sale

3B Not For Sale

3C Boone Township, Wexford County

Parcel “C” Legal: A parcel of land in the NW ¼ of section 35, T22N, R11W, Boon

Township, Wexford County, Michigan and more particularly described as commencing

at the N ¼ corner of said section 35; thence N89

11’06”W 912.71 feet, on the north

line of said section 35 to the point of beginning; thence N89

11’06”W 400.00 feet, on

the north line of said section 35 to the west line of the E ½ of the NW ¼ of said

section 35; thence S00

34’57”W 1200.00 feet, on said west line; thence S89

11’06”E

400.00 feet; thence N00

34’57”E 1200.00 feet, to the point of beginning, containing

11.02 acres.

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4 Hawes Township, Alcona Coun ty

Legal: A parcel of land lying in the Northeast one-quarter (NE ¼) of Section 13, Town

27 North, Range 7 East, Hawes Township, Alcona County, Mich igan. Being more

particularly described as follows:

Commencing at the Northeast Corner of said Section 13, T27N-R7E; thence S01

-08’-

36”E along the East line of said Section, a distance of 200.00 feet to the Point of

Beginning. Thence S01

-08’-36”E continuing along said East section line, a distance of

1,108.45 feet to a point on the South line of the N ½ of the NE ¼ of said Section 13;

thence S89

-53’-27”W along said South line of the N ½ of the NE ¼ of said Section, a

distance of 2,684.87 feet to a point on the N-S one-quarter line of said Section; thence

N01

-06’-21”W along said N-S one-quarter line, a distance of 467.02 feet; thence

S89

-55’-25”E, a distance of 1,275.00 feet; thence N01

-06’-21”W, a distance of

650.00 feet; thence S89

-55’-25”E, a distance of 1,409.67 feet to a point on the East

line of said Section 13, said point being the Point of Beginning

The above described parcel contains 49.55 acres more or less and is subject to any

rights, restrictions, easements, and prior conveyances of record.

5 Not For Sale

6 Kasson To wnship, Leelanau County

Legal: Part of the Northwest ¼ of Section 11, T.28N., R.13W., Kasson Township,

Leelanau County, Michigan described as beginning at a point located distant

S01

36’39”W 1319.27 feet along the north-south ¼ line of said Section 11 from the

North ¼ corner thereof; thence continuing S01

36’39”W 659.12 feet; thence

N85

19’51”W 655.80 feet; thence N56

14’09”W 778.64 feet to a point on the west line

of the SE ¼ of the NW ¼ of said Section per Batzer survey recorded in Liber 3, Page

191; thence N01

32’44”E 286.30 feet along said line; thence S85

03’22”E 1316.64 feet

along the north line of the SE ¼ of the NW ¼ of said Section 11 to the Point of

Beginning. Parcel contains 17.11 acres and is subject to easements, restrictions, and

right of way of record.

7 Keene Township, Ioni a County

Legal: Parcel located in the Northwest one-quarter (NW ¼) of Section 11, T7N, R8W,

Keene Township, Ionia County, Michigan. Beginning at a point located S00

-19’-50”W

along the West line Section 11, 622.48 feet from the Northwest Corner of said Section;

thence continuing along said line S00

-19’-50”W, 800.00 feet; thence S89

-23’-12”E,

1,312.44 feet to the East line of the West one-half (W ½) of the NW ¼; thence N00

24’-30”E along said line, 800.00 feet; thence N89

-23’-12”W, 1,313.53 feet to the

Point of Beginning

The above described parcel contains 24.11 acres more or less and is subject to any

rights, restrictions, easements, and prior conveyances of record.

8 Leelanau Township, Leelanau County

Legal: Part of S.E. ¼ of Section 20, T.31N., R.11W., Leelanau Township, Leelanau

County, Michigan, described as beginning at a point located N00

35’01”E 2048.63 feet

along the North-South ¼ line of said Section and S88

01’32”E 217.4 feet from the

South ¼ corner of said Section 20; thence continuing S88

01’32”E 150.00 feet; thence

S01

58’28”W 150.00 feet; thence N88

01’32”W 150.00 feet; thence N01

58’28”E

150.00 feet to the point of beginning. Containing 0.52 acres

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