RACER Buyer's Guide
A step-by-step guide to purchasing RACER property
> How to Purchase a RACER Property
> Overview of RACER Mission
> FAQs: Introduction to RACER Properties
> Notification of Interest Form
> Small Business Resources
> Procedure for Licensing a RACER Property
How to Purchase a RACER Property?
Step 1. Review the Property Information on RACER’s Website. Review the:
- Marketing brochure
- Environmental fact sheet
- Environmental reports
for the property in which you are interested.
Step 2. Review the Sales Criteria on RACER’s Website. Review the criteria for sales under the Settlement Agreement and perform a self-assessment as to whether and to what extent your intended use and proposal to acquire, develop and operate the property would satisfy all the criteria that RACER must consider for every sale.
Step 3. Submit the Confidentiality Agreement on RACER’s Website. Submit RACER’s on-line Confidentiality Agreement, specifying your entity, the property, your title and your e-mail address.
Note to brokers and attorneys: The principal of the entity that will ultimately be RACER’s counter-party in a transaction — not an agent of the entity — must submit the Confidentiality Agreement on behalf of the entity. Agents engaged by the entity, such as brokers and attorneys, are covered under the Confidentiality Agreement entered into by the entity.
Step 4. Notify RACER of Your Interest. Contact Bruce Rasher, RACER’s Redevelopment Manager, at firstname.lastname@example.org, to discuss your intended use of the property, the sales criteria, terms and to schedule a property tour.
Step 5. Assess Community Support. Discuss your intended use and proposal to acquire, develop and operate the property with local officials to assess whether and to what extent they are consistent with the community’s wishes. Begin preliminary discussions with local officials regarding entitlements, incentives and infrastructure for the property.
Step 6. Review the Transaction Documents on RACER Trust’s Website. Review the:
- Letter of Intent
- Purchase and Sale Agreement
- Pre-closing Access Agreement
- Quit Claim Deed
- Environmental Easement Agreement
- Settlement Agreement
See: http://www.racertrust.org/Properties/Submitting_Offer and http://www.racertrust.org/About_RACER/Settlement_Agreement.
Step 7. Secure a Letter of Support. Have the chief administrative official of the governmental authority for the local jurisdiction (i.e., mayor, township supervisor or county administrator) send a letter of support for your intended use of the property to Bruce Rasher, RACER’s Redevelopment Manager.
Note: A letter of support is separate from a development agreement as described in Step 11; you will need both a letter of support and, later, a development agreement.
Step 8. Submit the Letter of Intent on RACER’s Website. Download RACER’s Letter of Intent form from RACER’s website and complete, sign and send it to Bruce Rasher, RACER’s Redevelopment Manager.
Note: Your Letter of Intent must include:
Step 9. Finalize and Execute a Letter of Intent.
- Representations as to your intended use and how your proposal to acquire, develop and operate the property will satisfy each of the sales criteria. RACER expects that these representations will become your commitments in the development agreement ultimately executed as a condition of closing.
- A list of any exceptions to RACER’s form Purchase and Sale Agreement and Environmental Easement Agreement. Note: Please carefully review the provisions of the Purchase and Sale Agreement and Environmental Easement Agreement listed in the Letter of Intent, which are dictated by the terms of the Settlement Agreement and so therefore non-negotiable.
- A preliminary or conceptual site plan.
RACER will execute a Letter of Intent submitted by you upon reaching a meeting of the minds for a purchase price and other terms and upon making a determination that your intended use and proposal to acquire, develop and operate the property satisfies all of the sales criteria that RACER must consider in every sale.
Step 10. Finalize and Execute the Transaction Documents. RACER will prepare drafts of the:
- Purchase and Sale Agreement
- Pre-closing Access Agreement
- Quit Claim Deed
- Environmental Easement Agreement
for you to review. Note: RACER has carefully prepared these transaction documents to comply with not only state and federal law, but also the Settlement Agreement. As such, requests for substantial modifications are unlikely to be accepted.
Step 11. Execute a Development Agreement. You must take the initiative to contact the appropriate governmental jurisdiction and engage it in discussions about the terms of your development agreement.
Step 12. Close.
- You will need to negotiate a draft development agreement in a form that is mutually acceptable to both you and the local community.
- RACER will not be a party to the development agreement. However, RACER’s satisfaction with the development agreement may be a condition of closing.
- You also will need to review the draft development agreement with RACER’s Redevelopment Manager.
- Once the development agreement is in a form acceptable to you, the governmental jurisdiction and RACER, the development agreement will be executed.
Overview of RACER Mission
RACER was established in 2011 through a Settlement Agreement in the General Motors Corporation/Motors Liquidation Company bankruptcy and given the unique mission of helping communities affected by the GM bankruptcy in two important ways:
By undertaking cleanup of legacy contamination of environmental media (e.g., soil, soil vapor and groundwater) at RACER Properties in these communities (so that environmental regulators can determine that “no further action” is needed at the Properties based on non-residential cleanup standards) and
Positioning the Properties for sale so that new uses of the Properties will create new jobs and revitalize these communities. RACER is not a typical seller of industrial Property. Our sale objective to find qualified purchasers with sound redevelopment plans who will make productive new uses of the RACER Properties. We will not sell to speculative investors or purchasers whose sole intent is to demolish buildings for scrap.
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FAQs: Introduction to RACER Properties
Where Can I Find What I Need to Buy a RACER Property?
With the exception of the asking prices set by RACER, virtually everything that you will need for the purchase of a RACER Property can be found on RACER’s website.
Where can I find the asking price?
The asking price is shared only with prospective purchasers who have executed a confidentiality agreement specific to the subject Property. RACER is not a typical seller of surplus industrial Properties. Under the bankruptcy Settlement Agreement, each RACER Property transaction must be evaluated against six Sales criteria. Sufficiency of the proposed purchase price is part of that evaluation. On an ongoing basis, RACER contracts with a licensed and credentialed appraisal firm to appraise the value of RACER Properties. The appraised fair market value for a RACER Property will be shared upon request with qualified purchasers who have executed a confidentiality agreement with RACER.
Will RACER donate Property?
RACER will not donate Property, except under very special circumstances. Under the GM bankruptcy Settlement Agreement, each transaction must be evaluated against six Sales criteria. Sufficiency of the proposed purchase price is one of those criteria.
Can I buy a RACER building with the intent of demolishing it?
RACER Properties are not available for demolition or scrap, except where demolition is part of an acceptable redevelopment plan or where offered via special announcement and a call for bids.
Any unique terms of Property sale?
All sales are as-is, and subject to the terms and conditions of a mutually agreeable Purchase and Sale Agreement. RACER will require a separate Environmental Easement and Use Restriction Agreement for most of its Properties.
Can RACER sell a Property before the cleanup of environmental media has been finished?
Can a purchaser conduct its own cleanup of environmental media using RACER funding?
No, the Settlement Agreement expressly prohibits RACER from assigning its responsibility for cleanup of environmental media or its funding for such cleanup to a purchaser. In cases where purchasers seek to use their own resources for cleanup activities to more stringent standards, RACER will work cooperatively with such purchasers to coordinate a cleanup plan that meets the goals of RACER and the purchaser.
Which RACER Properties are available for purchase?
All of RACER’s Properties are listed on RACER’s website.
Where Can I Find Information About RACER Properties?
- RACER’s website lists all of its Properties that are available for sale.
- Your purchase also will generally include whatever personal property (e.g., machinery, equipment and fixtures) remains at the Property at the time of the execution of a Purchase and Sale Agreement.
- Each RACER Property has a unique identification number (RACER #). This identifier, which is included in all of RACER’s transactional documents, must be referenced when you contact RACER about a particular Property.
- The status of each Property (available, under contract or sold) is noted for each Property listed on our website. Properties listed as “Under Contract” or “Sold” are not available for purchase.
Before you contact RACER to request information about a RACER Property, please be sure to first review the substantial amount of information on our website about each Property. This includes:
How Do I Set Up A Site Tour of a RACER Property?
- Property details
- Environmental status and information
- Marketing brochure
Property tours are available to qualified purchasers who have executed a confidentiality agreement with RACER.
Who is Responsible for the Environmental Cleanup at RACER Properties?
- All Property tours must be scheduled in advance with RACER’s Redevelopment Team using RACER’s notification form.
- All tour participants must be escorted by a RACER representative.
- Photographs and spatial measurements are permitted during site tours.
- Invasive testing is not permitted during site tours, except where approved in writing in advance by RACER.
When you purchase a RACER Property, RACER may have already completed the cleanup of environmental media there. If necessary cleanup work is not yet completed, RACER will continue its remedial activities until cleanup is completed.
RACER’s goal for each cleanup of environmental media is to secure a No Further Action letter (or similar determination) based on non-residential standards from the lead environmental regulatory agency (i.e., either the US Environmental Protection Agency (USEPA) or the equivalent State agency) for each RACER Property, subject to the scope, terms, limitations and funding provided for through the Settlement Agreement. In general,
RACER is responsible for:
The purchaser is responsible for:
- The cost of addressing the legacy contamination of environmental media issues at each RACER Property for which a budget for such remedial work is provided in the Settlement Agreement.
- Achieving an end-point such that the RACER Property is suitable for future industrial use, subject to whatever use restrictions may be required as part of the approved remedy for the Property.
- Compliance with applicable Federal and State environmental laws and regulations post-closing, including due care obligations.
- Costs relating to management and disposal of regulated materials generated by the purchaser:
Inside and outside of buildings and other Property improvements.
— In connection with the purchaser’s development and underground construction activities.
Funding the incremental cost, if any, to achieve a more stringent cleanup to support a zoning change or change in land use.
RACER is permitted and encouraged to sell its Properties before completing its cleanup activities at these Properties. In these cases,
RACER will continue to be responsible for completing the required cleanup activities post-closing via access provided by an Environmental Easement Agreement and Restrictive Use Agreement.
RACER will reserve the right to record the land use restrictions required to secure the No Further Action Letter.
RACER will not transfer its funding or responsibility for completing cleanup activities required at RACER Properties to a purchaser or third party.
The Settlement Agreement and RACER’s transactional documents provide protection to purchasers against liability for legacy contamination of environmental media at a RACER Property. Additional liability protections may be available from the USEPA and/or the equivalent State agency for purchasers of RACER Properties.
What is a Development Agreement?
A development agreement is a written, binding and enforceable agreement between you and an appropriate governmental jurisdiction. By this agreement, you stipulate to the key components of your purchase and redevelopment plan (e.g., the amount and timing of your investment and job creation) and the governmental jurisdiction stipulates its commitments to your project (e.g., economic incentives, entitlements and infrastructure improvements). The development agreement is intended to raise community support for your project and to transfer your redevelopment commitments (and the responsibility of enforcing promises made by you) from RACER to the community upon closing of the sale of the RACER Property.
What about Brokers?
Since the March 31, 2011 Effective Date of the Trust, RACER Trust’s Redevelopment Manager, Deputy Redevelopment Manager and Transaction Manager (each an employee of the Trust and collectively RACER’s “Redevelopment Team”) have and will to continue to self-perform all of the brokerage activities required for the sale of RACER Properties, including but not limited to: promotion, advertising, marketing, lead generation, prospect vetting, conducting property tours, conducting negotiations, preparation of transaction documents, managing buyer due diligence, closing, etc.
Given RACER’s in-house capabilities, RACER’s dual-fold cleanup and redevelopment mission and the sale criteria requirements of the Settlement Agreement
*, RACER Trust will not give an exclusive, full listing for the sale of RACER Property to any broker. However, RACER Trust may, and only in the sole discretion of RACER, enter into a single-buyer seller commission agreement with a broker, provided the broker can demonstrate all of the following:
- The broker has a current assignment (for a specific requirement) from the buyer which is evidenced by a fully executed engagement agreement between the buyer and the broker and that agreement is presented to RACER prior to an introduction of the buyer to RACER, and
- RACER has not already been previously contacted by the buyer or parties representing the buyer, and
- The broker is duly licensed in good standing and in compliance with all applicable state licensing requirements and provides RACER with evidence to document same.
The single-buyer seller commission agreement must be executed by both RACER Trust and the broker in advance of any communications by RACER with the buyer or parties representing the buyer.
RACER, in its sole discretion, makes the determinations whether (1) RACER will enter into a commission agreement with a broker, (2) the buyer satisfies all the criteria that the Trust must consider for the sale of RACER Property as stipulated in the Settlement Agreement, (3) to accept or reject any offers, (4) to terminate under its rights in a contract for the sale of RACER Property with a buyer, and (5) to provide a letter to a broker indicating that RACER is not willing to pay a seller’s commission.
The commission under such agreement shall be paid only after closing.
*Environmental Response Trust Consent Decree and Settlement Agreement, 75 FR 66390 (October. 28, 2010).
Where Do I Find Transactional Documents?
RACER uses its own forms for effectuating the purchase and sale of RACER Properties. RACER will NOT accept transaction documents from other sources. Because of the unique nature of RACER and the sheer volume of transactions, RACER will finalize terms of a sale based only upon the model documents posted on RACER’s website. RACER periodically updates these forms and posts the updated forms on the website. The RACER forms found on the website include:
Letter of Intent
Purchase and Sale Agreement
Environmental Easement Agreement
- Restrictive Use Agreement
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Interested in Purchasing?
Please fill out our online Notification of Interest Form here.
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Small Business Resources
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Procedures for licensing a RACER Property
RACER from time to time is asked to make its properties available for a specific, short-term use — for example, as overflow event parking.
RACER evaluates each inquiry carefully and, in its sole discretion, chooses whether to permit a proposed use. If RACER chooses to permit a proposed use, RACER will seek to enter into a written license with the prospective licensee for the specified proposed use, including the area and duration of use.
Similar to a lease, a license grants a party (i.e., the “licensee”) permission to use another party’s property. Unlike a lease, a license typically is for a short duration and limited purpose, and is more readily revocable by the property owner. RACER’s template license agreement reflects these basic license principals. In addition:
1) RACER’s license agreements must be in writing; RACER does not enter into oral agreements for use of its real property. Please see template license form. RACER may modify this template based upon each proposed use; the template is otherwise subject to modification by RACER without notice to prospective licensees.
2) RACER charges each licensee a usage fee, generally a minimum of $1,000 to cover its administrative and legal costs pertaining to each license. This amount is paid to RACER at the time the license agreement is signed. The license fee ultimately charged by RACER, however, will depend on the area to be used and the duration of the use, as well as RACER’s holding costs for the property during the term of the license. RACER typically does not grant free access to any of its properties.
3) All of RACER’s licensees must provide certain minimum levels of insurance as specified by RACER. RACER may, in its sole discretion, choose to adjust minimum levels of insurance depending on the proposed use and duration. The minimum level of general liability insurance starts at $1,000,000 per occurrence with an aggregate coverage of $2,000,000, and with RACER listed as an “additional insured.” No RACER license agreement will be effective, and no access to RACER property will be granted until a licensee’s insurance coverages are understood and approved by RACER. As evidence of insurance, a current Certificate of Insurance (COI) meeting these and other requirements must be presented to RACER at least three (3) days in advance of the anticipated effective date of a RACER license agreement. Please see the attached, sample COI, which notes correct spelling and minimum levels of insurance required by RACER.
4) RACER may require a licensee to provide its own security, signage, fencing, barricades, traffic controls, restroom facilities, trash pickup and removal, lighting and/or other services needed in connection with its use of RACER’s property. Each licensee must leave RACER’s property in substantially the same or in better condition than before the use. The licensee shall be responsible for the cost of repairing/replacing RACER property.
5) It is RACER’s policy not to license its real property for any purpose related in any way to any political campaign, regardless of whether the campaign is partisan or non-partisan.
For more information about licensing a RACER property, please contact Transaction Manager Steven Black at email@example.com.
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