east china purchase agreement

8/19/2019 East China Purchase Agreement

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DRAFT #2: 03/04/16

PURCHASE AGREEMENT

This Agreement is entered into this ______ day of ________________, 2016, by and between East China School District No. 3, now East China School District, a Michigan general powers school district organized and operating under provisions of the Revised School Code,MCL 380.1, et seq., as amended, whose address is 1585 Meisner Road, East China, Michigan48054-4143 (the "Seller") and Robert Wolfson (on behalf of an entity to be formed), whoseaddress is 211 E. Merrill Street, Suite 504, Ferndale, Michigan 48220 (the "Purchaser"), for thetransfer by the Seller to the Purchaser of real property, including a school building, commonlyknown as the "East China Education Center" formerly known as St. Clair Middle School locatedat 222 N. Ninth Street within the City of St. Clair, St. Clair County, Michigan, and legallydescribed in Exhibit "A" attached (the "Property").

I. Property Transferred. The Purchaser shall purchase and receive and the Seller

shall sell the Property and the building located thereon and, if any, all easements and all otherinterests and rights of Seller which are appurtenant to the real estate, including, but not limitedto, all right, title, and interest, if any, of the Seller in and to any land lying in street, road oravenue in front of, within or adjacent to, or adjoining such land. In addition, all personal

property located on the Property on the day of closing, if any, shall be transferred to thePurchaser, including without limitation any trash or other debris located on the Property.Thereafter, the Purchaser shall be responsible and assume all liability for the personal property.

II. Purchase Price. The Property shall be purchased for the sum of Two HundredFifty Thousand and 00/100 Dollars ($250,000.00). As additional consideration, the Purchaseragrees to take the Property subject to the disclaimer of warranties and transfer of environmentalliability provisions contained in Paragraphs V and VI, below.

III. Deposit. The Seller and the Purchaser acknowledge and agree that a deposit of

Ten Thousand One Hundred and 00/100 Dollars ($10,000.00) ($100.00) has been shall be provided by the Purchaser to the Phillip Seaver Title Company. The deposit shall be credited tothe purchase price and closing costs at the closing described in Paragraph IV, below.

IV. Closing and Possession. The closing of the sale described herein shall take placeat the office of the Seller's Superintendent of Schools, which closing shall occur on or beforeAugust 1, 2016 one-hundred and ninety (190) days from the effective date of this Agreement .The Purchaser shall be entitled to possession of the Property, at no cost at closing.

V. Property Taxes. The Seller shall pay all real property taxes, if any, on theProperty prior to the date of closing. The Purchaser shall be responsible for all real propertytaxes on the Property which become due on or after the date of closing.

VI. Disclaimer of Warranties. AT CLOSING, THE PURCHASER SHALL

CONFIRM IN WRITING IT HAS CONDUCTED ALL INSPECTIONS WHICH, IN ITS SOLEDISCRETION, IT HAS DETERMINED NECESSARY TO ESTABLISH THE CONDITIONOF THE PROPERTY. THE SELLER DISCLOSES AND THE PURCHASERACKNOWLEDGES THAT THE BUILDING LOCATED ON THE PROPERTY IS IN THESTATE OF DISREPAIR AND CONTAINS ASBESTOS AND ASBESTOS-CONTAINING

Red – RW revision after draft #Blue – ECSD revision after RW

revision

Comment [ECSD1]: Language in red or

were Purchaser’s counter to the original draf proposal dated 02/03/16. Language in blue Seller’s counter as of 03/04/16

Comment [ECSD2]: The pool, located o block, is not ECSD owned, but City of St. Cowned, and is not included as part of this puragreement.

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PRODUCTS. AT CLOSING, THE PURCHASER WILL EXECUTE THE PURCHASER'SSTATEMENT THAT IS ATTACHED HERETO AND MADE A PART HEREOF ASEXHIBIT "B" (THE "PURCHASER'S STATEMENT"). THE PURCHASER'S STATEMENTCONFIRMS IN WRITING THAT THE PURCHASER HAS INSPECTED THE PROPERTYAND AGREES TO TAKE THE PROPERTY "AS IS" AND IN ITS PRESENT CONDITIONAND THAT THERE ARE NO OTHER OR ADDITIONAL WRITTEN OR ORALUNDERSTANDINGS. THE PURCHASER'S STATEMENT ALSO PROVIDES THAT THESELLER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITHREGARD TO THE PROPERTY.

VII. Environmental Matters. It is the intention and agreement of the Seller and thePurchaser that following conveyance of the Property to the Purchaser, the Seller shall have noliability or exposure with respect to any environmental remediation required on the Property orwith respect to claims of third parties arising out of or based upon exposure, subsequent to such

conveyance, to hazardous substances or other conditions known or unknown which may be in orabout the Property, and as stated above, the Purchaser is accepting the Property in its "as is"condition with full liability therefor. The Seller and the Purchaser agree, if a conveyance of theProperty occurs:

(a) The Purchaser shall, at its sole expense, be responsible for and pay the cost of andindemnify the Seller from, including payment of Seller's actual attorneys' fees, any and allenvironmental assessments and remedial actions, if any, required pursuant to the ComprehensiveEnvironmental Response Compensation and Liability Act of 1980 (as amended), Act 451 of theMichigan Public Acts of 1994, as amended, or any and all other applicable federal, state or localstatutes, laws, ordinances, codes, rules, regulations, and guidelines (including consent decreesand administrative orders) relating to public health and safety and the protection of theenvironment. Within thirty (30) days, seller shall provide any information regarding issues orenvironmental reports they have knowledge of during the operations of the school.

(b) The Purchaser shall, at its sole expense, be responsible for and pay the cost ofinvestigation, repairs and modifications as are necessary to assure that the Property is safe andappropriate for its intended uses and that the Property complies with all applicable buildingcodes or other applicable laws or regulations; and are not in violation of any federal, state orlocal laws, regulations or orders pertaining to the environment or use of the Property.

(c) The Purchaser further agrees that it shall, at its expense, defend against any claimsasserted by third parties and indemnify the Seller, including payment of Seller's actual attorneys'fees from any exposure in and about the Property after the date of closing to any hazardous wasteas defined in Section 11103(3) of Act 1994 PA 451, as amended, or as defined in any otherapplicable federal or state law, regulation, ruling, order, or as a result of any other allegedlydangerous conditions known or unknown existing in and about the Property as of the date ofconveyance to the Purchaser.

(d) The Purchaser shall not look to the Seller or its successors or assigns, for anyreimbursement, apportionment, or contribution with respect to the liability assumed, andexpenditures incurred by Purchaser pursuant to subparagraphs (a), (b) and (c) above, by reasonof the existence of any hazardous waste (as above defined) or which may be assessed as response

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costs or investigative costs by any governmental agency, whether such right be pursuant tocommon law or by statute.

(e) The provisions of this Paragraph VII shall, in the case any one or more of thesame is deemed to be unenforceable, be severable, meaning that the unenforceability of anygiven provisions shall not affect the enforceability of the remaining provisions.

(f) This Paragraph VII shall inure to the benefit and be binding upon the Purchaser,its successors and assigns, including any party to whom any of the Property is conveyed orleased in whole or in part, by the Purchaser.

(g) The provisions of subparagraphs (a) through (f), above, shall survive closing. Atthe Seller’s option, at the closing, the provisions of subparagraphs (a) through (f) shall be placedin recordable form, signed and acknowledged by Purchaser and Seller and then recorded by

Seller, at its expense, with the St. Clair County, Michigan, Register of Deeds. A copy of theTransfer of Liability and Indemnification Agreement is attached hereto and made a part hereof asExhibit "C".

VIII. Attorney’s Opinion. Purchaser acknowledges that the Seller has recommendedthat the Purchaser retain an attorney to pass on the marketability of the title to the Property and toreview the details of the sale before the closing.

IX. Special Assessments. Special Assessments which are or become a lien on theProperty before the date of closing shall be paid by the Seller. Special assessments which

become a lien on the Property on or after the closing date shall be paid by the Purchaser.

X. Warranty Deed and Land Divisions. At the closing the Seller shall deliver to thePurchaser a warranty deed, a copy of which warranty deed is attached hereto and made a parthereof as Exhibit "D". The Warranty Deed shall transfer all permitted land divisions under theLand Division Act, PA 288 of 1967, as amended.

XI. Evidence of Title. The Seller shall as soon as practical and in any event withinthirty (30) days from the effective date of this Agreement, obtain a commitment for an owner’s

policy of title insurance in an amount to be determined by the Purchaser. The title company shall be obtained from a title company selected by the Seller (the "Title Company"). Within ten (10)days of At any time prior to the expiration of the investigation period after receipt of thecommitment for title insurance, the Purchaser shall notify the Seller of any restrictions,reservations, limitations, easements, liens and other conditions of record (together hereinaftercalled "Title Defects"), disclosed in such commitment which would interfere with Purchaser's

proposed use of the Property and are therefore objectionable to the Purchaser. Should thePurchaser notify the Seller of any such Title Defects, Seller shall have until the closing date tocure or remove same. If such Title Defects are not cured by the date set for closing, thePurchaser may, at Purchaser's option, terminate this Agreement, or alternatively set a date withSeller to extend the closing date to a mutually agreed upon closing date so as to provide theSeller with an additional opportunity to cure said Title Defects. In the event such Title Defectsare not cured by the date set for closing, or any extension thereof, and Purchaser elects not towaive its title objections, Purchaser may terminate this Agreement.

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XII. Survey. During the Inspection Period, the Purchaser shall obtain, at its expense, a

survey of the Property which complies with the minimum standard detail requirements forALTA/ACSM land title surveys (the "Survey"). The Seller and the Purchaser shall each payone-half the cost of the Survey. The Survey shall contain legal descriptions for the Property.The Survey shall be certified to the Seller, the Purchaser, and the Title Company. If thePurchaser objects in writing as to the condition of the Survey during the Inspection Period, theSeller shall have ten (10) days after receipt of notification of such objections, or such greater

period of time as may be mutually agreed in writing between the Seller and the Purchaser (the"Cure Period") within which the Seller may (but shall not be required to) cure or remove eachsuch objection or obtain title insurance against such objection in a manner acceptable to thePurchaser. If the Seller fails to either cure or remove an objection or obtain such title insurancewith respect to the Property to the sole satisfaction of the Purchaser prior to the expiration of theCure Period, the Purchaser may terminate this Agreement, the deposit shall be returned to the

Purchaser, and the parties shall have no further rights or obligations under this Agreement orwaive such objection and accept the condition of such title to the Property as set forth in theSurvey without any reduction in the purchase price. The failure of the Purchaser to send writtennotice of the exercise of the election available to the Purchaser to terminate this Agreement shall

be deemed an election by the Purchaser to waive the Purchaser's objections with respect to theSurvey of the Property.

XIII. Inspections; Tests and Zoning Approvals. The Purchaser or its agents,representatives and/or independent contractors, shall have the right and license to enter upon theProperty upon reasonable advance notice to the Seller, for the purposes of making any and allsurveys, appraisals, explorations, soil tests, inspections, environmental reports, wetlands andflood plain evaluations, water and perk tests, site plan and zoning approvals and the like, all ofwhich inspections and approvals shall be completed within one hundred eighty (180) days fromthe effective date of this Agreement (the "Inspection Period"). At the request of the Purchaser,the Seller shall execute any documents necessary for the Purchaser to obtain site plan. ThePurchaser shall then have five (5) days thereafter to determine whether it is satisfied with thecondition of the Property and has obtained all necessary zoning approvals. In the event thatPurchaser is not satisfied for any reason in his sole opinion with the condition of the Propertyand has obtained all necessary zoning approvals and so notifies the Seller as set forth herein, theAgreement shall terminate, the Deposit Amount shall be returned to the Purchaser, and except as

provided below, neither party shall have any further liability or responsibility thereunder. ThePurchaser shall use all reasonable efforts to minimize any damage to the Property and, in theevent any portion of the Property is disturbed or altered by virtue of the Purchaser'sinvestigations, the Purchaser shall promptly, at its sole expense, restore the Property tosubstantially the same condition that existed prior to such disturbance or alteration and shallindemnify and hold the Seller harmless from any loss, cost, or damage to the Property, includingwithout limitation the Seller's actual attorneys' fees, caused by the Purchaser's investigations.

XIV. Time of Essence. Time is of the essence with respect to all dates and times setforth in this Agreement.

XV. Closing Costs. At closing, the Seller shall pay the costs of preparation of thewarranty deed, transfer tax, and any attorneys' fees incurred by the Seller. At closing, the

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Purchaser shall pay the costs of recording the warranty deed, attorneys' fees incurred on behalf ofthe Purchaser, and any Phase I Environmental Audit and other inspection costs initiated by thePurchaser. The Seller and the Purchaser shall each pay one-half (1/2) of the title insurance andall other closing costs which are incurred by the title company to close this transaction.

XVI. Like Kind Exchange. The Seller shall cooperate with the Purchaser and executesuch documents at closing as are reasonably requested by Purchaser, which are necessary toconsummate a like kind exchange under Section 1031 of the Internal Revenue Code of 1986, asamended, so long as Seller does not suffer any expense or liability as a result thereof and as longas the Seller is not required to take title to any other land.

XVII. Default. In the event the Seller fails or refuses to comply with the terms of thisAgreement, for any reason other than the Purchaser's default hereunder, the Purchaser may, in itssole discretion, elect to terminate this Agreement and receive an immediate refund of the Deposit

and/or proceed with its legal and equitable remedies. In the event the Purchaser fails or refusesto comply with the terms of this Agreement for any reason other than Seller's default hereunder,the parties hereto agree that Seller may terminate this Agreement and retain the deposit and/or

proceed with its legal or equitable remedies.

XVIII. Drafting. Each party acknowledges that all parties hereto participated equally inthe drafting of this Agreement and that, accordingly, no court construing this Agreement shallconstrue it more stringently against one party than the other.

XIX. First Right of Refusal for Eddy Elementary School. For a period of five (5) three(3) years from the date of closing described in Paragraph IV, above, the Purchaser shall have thefirst right of refusal to purchase the Eddy Elementary School property (the "Eddy Property"),which first right of refusal does not include the property that is commonly known as "SolisField." During the term of the first right of refusal, if the Seller has determined that it would liketo accept an offer that it has received for the Eddy Property, then the Seller shall notify thePurchaser, in writing, and shall include a copy of the offer. The Seller shall have the right, in itssole discretion, to determine the specific acreage of the Eddy Property that will be sold and(obtain a land division approval) what part of Solis Field it will retain or sell to another third

party. If the Purchaser does not advise the Seller of its intent to exercise its right of first refusalwithin ten (10) thirty (30) days from receipt of the written notice, the first right of refusal shallterminate and the Seller may sell the Eddy Property to any other party. If the Purchaser exerciseits first right of refusal, it shall proceed to purchase the Eddy Property in accordance with theterms and conditions contained in the offer. The Seller and the Purchaser both acknowledge anydivision of the Eddy Property and Solis Field will require land division approval, the cost ofwhich shall be the responsibility of the Purchaser Seller . The Seller reserves the right to list orotherwise market the Eddy Property for sale.

XX. Notices. All notices required or given under this Agreement shall be in writingand either delivered personally or mailed by regular mail addressed to the parties at theiraddresses specified above. Mailed notices shall be effective upon mailing.

XXI. Whole Agreement. This Agreement constitutes the entire agreement between the parties and shall be deemed to supersede and cancel any other agreement between the parties

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relating to the transactions herein contemplated. Each party acknowledges that norepresentation, inducement or condition not set forth herein has been made or relied upon byeither party.

XXII. Amendments. This Agreement may be amended or modified only by adocument in writing executed by each of the parties named above.

XXIII. Successors and Assigns. This Agreement shall bind and benefit the parties heretoand their respective successors and assigns.

XXIV. Governing Law. This Agreement shall be construed in accordance with andgoverned by the laws of the State of Michigan.

XXV. Effective Date. This Agreement shall become effective as of the date upon which

the last of the parties listed below shall have signed this Agreement.

XXVI. Counterpart Signatures. This Agreement may be executed in one or morecounterparts, including facsimile copies, each of which shall be deemed an original, but all ofwhich shall together constitute one and the same instrument.

WITNESSES: SELLER:

EAST CHINA SCHOOL DISTRICT,

a Michigan general powers school district

______________________________ By: _____________________________________ _________________________________

______________________________ Its: ________________________

Dated: ________________________, 2016

WITNESSES: PURCHASER:

ROBERT WOLFSON (on behalf of an entity

to be formed)

______________________________ By: ____________________________________

______________________________ Dated: ____________________, 2016

w:\wdsystem\wddocs\cliedoc\2108\1\01186318.doc

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EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

Real property commonly known as the "East China Education Center," formerly known as theSt. Clair Middle School, located at 222 N. Ninth Street within the City of St. Clair, St. ClairCounty, Michigan, and legally described as follows:

PIECE OF LAND BOUNDED BY ORCHARD STR, E BY 6TH ST, S BYTHORNAPPLE ST, W BY 8TH ST BLKS 22, __, 41 & RW, ALSO E 15' OF 8 TH ST VAC & N 69' OF THAT PRT OF UNOPENED ST ADJ & LYING S OFBLK 16 MAP OF ST CLAIR EXEMPT

Property Identification No. 74-07-049-0238-000

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EXHIBIT "B"

PURCHASER'S STATEMENT

Robert Wolfson (on behalf of an entity to be formed) whose address is 211 E. Merrill Street,Suite 504, Ferndale, Michigan 48220 (the "Purchaser") is purchasing from East China SchoolDistrict, a Michigan general powers school district organized and operating under the RevisedSchool Code, MCL 380.1, et seq., as amended, whose address is 1535 Meisner Road, EastChina, Michigan 48054-4143 (the "Seller"), real property, including a school building,commonly known as the "East China Education Center," formerly known as St. Clair MiddleSchool, located at 222 N. Ninth Street within the City of St. Clair, St. Clair County, Michigan

Michigan, and legally described as follows:

PIECE OF LAND BOUNDED BY ORCHARD STR, E BY 6TH

ST, S BYTHORNAPPLE ST, W BY 8

TH ST BLKS 22, __, 41 & RW, ALSO E 15' OF 8

TH

ST VAC & N 69' OF THAT PRT OF UNOPENED ST ADJ & LYING S OFBLK 16 MAP OF ST CLAIR EXEMPT

Property Identification No. 74-07-049-0238-000 (the "Property")

The Purchaser confirms, acknowledges and agrees that:

(1) The Seller discloses and the Purchaser acknowledges that the building located onthe Property is in the state of disrepair and contains asbestos and asbestos-containing products.

(2) The Purchaser confirms that he has inspected the Property and agrees to take theProperty "as is," with all personal property and debris and in its present condition.

(3) The Purchaser confirms there are no other or additional written or oralunderstandings and that the Seller disclaims any and all warranties of any kind with regards tothe Property.

PURCHASER:

ROBERT WOLFSON (on behalf of an

Entity to be formed)

Dated: ______________________ By: (Exhibit – Not for Execution)

_________________________

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EXHIBIT "C"

TRANSFER OF LIABILITY AND INDEMNIFICATION AGREEMENT

This Transfer of Liability and Indemnification Agreement (this “Agreement”) is enteredinto this ____ day of ______________, 2016. It is the intention and agreement of the East ChinaSchool District, a Michigan school district organized and operating under the Revised SchoolCode, MCL 380.1, et seq., as amended, whose address is 1585 Meisner Road, East China,Michigan 48054-4143, Michigan 48003-1030 (the "Seller") and Robert Wolfson (on behalf of anentity to be formed), whose address is 211 East Merrill Street, Suite 504, Ferndale, Michigan48054-4143 (the "Purchaser"), that following conveyance of the property to the Purchaser, whichlegal description is attached hereto as Attachment "1" (the "Property"), the Seller shall have noliability or exposure with respect to any environmental remediation required on the Property orwith respect to claims of third parties arising out of or based upon exposure, subsequent to suchconveyance, to hazardous substances or other conditions known or unknown which may be in orabout the Property, and as stated above, the Purchaser is accepting the Property in its "as is"condition with full liability therefor. The Seller and the Purchaser agree as follows:

(a) The Purchaser shall, at sole expense, be responsible for and pay the cost of andindemnify the Seller from, including payment of Seller's actual attorneys' fees, any and allenvironmental assessments and remedial actions, if any, required pursuant to the ComprehensiveEnvironmental Response Compensation and Liability Act of 1980 (as amended), Act 451 of theMichigan Public Acts of 1994, as amended, or any and all other applicable federal, state or localstatutes, laws, ordinances, codes, rules, regulations, and guidelines (including consent decreesand administrative orders) relating to public health and safety and the protection of theenvironment.

(b) The Purchaser shall, at its sole expense, be responsible for and pay the cost ofinvestigation, repairs and modifications as are necessary to assure that the Property is safe andappropriate for its intended uses and that the Property complies with all applicable buildingcodes or other applicable laws or regulations; and are not in violation of any federal, state orlocal laws, regulations or orders pertaining to the environment or use of the Property.

(c) The Purchaser further agrees that it shall, at its expense, defend against any claimsasserted by third parties and indemnify the Seller, including payment of Seller's actual attorneys'

fees from any exposure in and about the Property after the date of closing to any hazardous wasteas defined in Section 11103(3) of Act 1994 PA 451, as amended, or as defined in any otherapplicable federal or state law, regulation, ruling, order, or as a result of any other allegedly

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dangerous conditions known or unknown existing in and about the Property as of the date ofconveyance to the Purchaser.

(d) The Purchaser shall not look to the Seller or its successors or assigns, for anyreimbursement, apportionment, or contribution with respect to the liability assumed, andexpenditures incurred by Purchaser pursuant to Paragraphs (a), (b) and (c) above, by reason ofthe existence of any hazardous waste (as above defined) or which may be assessed as responsecosts or investigative costs by any governmental agency, whether such right be pursuant tocommon law or by statute.

(e) The provisions of this Agreement shall, in the case any one or more of the sameis deemed to be unenforceable, be severable, meaning that the unenforceability of any given

provisions shall not affect the enforceability of the remaining provisions.

(f) This Agreement shall inure to the benefit and be binding upon the Purchaser, itssuccessors and assigns, including any party to whom any of the Property is conveyed or leased inwhole or in part, by the Purchaser.

(g) The provisions of Paragraphs (a) through (f), above, shall survive closing.

SELLER:



Dated: ____________________ By: (Exhibit – Not for Execution) _____________________

Its: Superintendent of Schools

Acknowledged before me in _____________ County, Michigan, this ____ day of ___________,2016, ______________________________, Superintendent of Schools, East China SchoolDistrict, a Michigan general powers school district.

________________________________(signature) _________________________________(printed) Notary Public, _____________ County, MichiganMy Commission Expires: ___________________Acting in the County of _____________________

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PURCHASER:

ROBERT WOLFSON (on behalf of an entity

to be formed)

a _________________________________

Dated: ____________________ By: (Exhibit – Not for Execution) ______________________

Acknowledged before me in _____________ County, Michigan, this ____ day of ___________,

2016, by ________________________, ___________________________, ____________________________, a ___________________________________.

________________________________(signature) _________________________________(printed) Notary Public, _____________ County, MichiganMy Commission Expires: ___________________Acting in the County of _____________________

PREPARED BY AND AFTER

RECORDING RETURN TO:

Gordon W. VanWieren, Jr., Esq.Thrun Law Firm, P.C.P.O. Box 2575East Lansing, Michigan 48826-2575

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Attachment "1"

LEGAL DESCRIPTION OF PROPERTY

Real property commonly known as the "East China Education Center," formerly known as theSt. Clair Middle School, located at 222 N. Ninth Street within the City of St. Clair, St. ClairCounty, Michigan, and legally described as follows:

PIECE OF LAND BOUNDED BY ORCHARD STR, E BY 6TH ST, S BYTHORNAPPLE ST, W BY 8TH ST BLKS 22, __, 41 & 42, ALSO E 15' OF 8TH ST VAC & N 69' OF THAT PRT OF UNOPENED ST ADJ & LYING S OFBLK 16 MAP OF ST CLAIR EXEMPT

Property Identification No. 74-07-049-0238-000

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EXHIBIT "D"

WARRANTY DEED

East China School District, a Michigan general powers school district organized and operatingunder the provisions of the Revised School Code, MCL 380.1, et seq., as amended, whoseaddress is 1585 Meister Road, East China, Michigan 48054-4143(the "Grantor") warrants toRobert Wolfson (on behalf of an entity to be formed), whose address is 211 E. Merrill Street,Suite 504, Ferndale, Michigan 48220 (the "Grantee"), for the transfer by the Seller to thePurchaser of real property, including a school building, commonly known as the "East ChinaEducation Center" formerly known as St. Clair Middle School located at 222 N. Ninth Streetwithin the City of St. Clair, St. Clair County, Michigan, legally described as follows:

PIECE OF LAND BOUNDED BY ORCHARD STR, E BY 6TH ST, S BYTHORNAPPLE ST, W BY 8TH ST BLKS 22, __, 41 & 42, ALSO E 15' OF 8TH ST VAC & N 69' OF THAT PRT OF UNOPENED ST ADJ & LYING S OFBLK 16 MAP OF ST CLAIR EXEMPT

Property Identification No. 74-07-049-0238-000 (the "Property")

for the consideration of Two Hundred Fifty Thousand and 00/100 Dollars ($25,000.00).

This conveyance is subject to:

(a) building and zoning laws, ordinances and regulations;

(b) recorded and existing building and use restrictions, or other restrictionsrelating to the use or improvement of the Property;

(c) recorded and existing restrictions, if any;

(d) recorded and existing utility or roadway easements and rights-of-way;

and

(e) all other rights, restrictions, reservations, easements and other matters ofrecord disclosed in the Commitment for Title Insurance issued by

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_______________________, File No._______, dated ______________,2016 at _:___ a.m.

The Grantor grants to the Grantee the right to make all permitted divisions under Section 108 ofthe Land Division Act, Act No. 288 of the Public Acts of 1967.

The Property may be located within the vicinity of farmland or a farm operation. Generallyaccepted agricultural and management practices which may generate noise, dust, odors, andother associated conditions may be used and are protected by the Michigan Right to Farm Act,MCL 286.471 , et seq., as amended.

This transaction is exempt from real estate transfer tax pursuant to MCL 207.505(h)(i) and MCL207.526(h)(i).



Dated: __________________ By: (Exhibit – Not for Execution) _____________________

Its: Superintendent of Schools

Acknowledged by me in __________________, County, Michigan, this _____ day of _________________, 2016, Superintendent of Schools, East China School District, a Michigangeneral powers school district.

___________________________(signature) _____________________________(printed) Notary Public, _________County, MichiganMy Commission Expires: ______________

Acting in the County of _______________

When Recorded Return To: Send Subsequent Tax Bills To: Prepared By (Without Opinion):Grantee Grantee Gordon W. VanWieren, Jr., Esq.

Thrun Law Firm, P.C.P.O. Box 2575East Lansing, MI 48826-2575

east china purchase agreement

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