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RACER Trust: Empowering America's Auto Communities

Commercial and Industrial Properties That Are Primed for Sale and Development

RACER Buyer's Guide

A step-by-step guide to purchasing or leasing RACER property

 

> How to Purchase or Lease 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 or Lease a RACER Property?

Step 1.  Review Available Information. Review the map, photos, Property detail, environmental data and marketing brochure for the RACER Property in which you are interested. Again, such information is posted on RACER’s website.

Step 2.  Assess RACER’s Sale Criteria. Review RACER’s sales criteria and perform a self-assessment as to whether and to what extent your proposal to purchase (or lease) and redevelop the selected RACER Property will satisfy all of the Settlement Agreement sale criteria that RACER must consider for every sale (or lease) of a RACER Property.

Step 3.  Notify RACER of Your Interest.
Click on the RACER Property interest notification form, complete the form and send it to RACER.
  • Download RACER’s Confidentiality Agreement form from RACER’s website and complete, sign and create a PDF of the signed Confidentiality Agreement. Attach the completed and signed RACER Confidentiality Agreement.
  • Request to schedule a Property tour.
Step 4.  Assess Community Support. Discuss your proposal to purchase and redevelop the RACER Property with local officials to assess whether and to what extent the proposal fits with the community’s wishes. Begin preliminary discussions regarding the economic incentives and entitlements needed for your proposed development and re-use of RACER’s Property.

Step 5.  Submit Your Letter of Intent.
Download RACER’s Letter of Intent form from RACER’s website and complete, sign and send to RACER’s Redevelopment Manager.
  • Your Letter of Intent must include your representations as to how your proposal to purchase (or lease) and redevelop the RACER Property will satisfy all of the criteria that RACER must consider in every sale of RACER Property.
  •  RACER will execute the Letter of Intent submitted by you upon reaching a meeting of the minds with you on price and other terms and upon making a determination that your proposal to purchase and redevelop the RACER Property satisfies all of the sale criteria that RACER must consider in every sale of RACER Property.
Step 6.  Review Transactional Documents. Upon execution of the Letter of Intent, RACER will draft a Purchase and Sale (or Lease) Agreement and Environmental Easement and Use Restriction Agreement (where applicable) and send these draft documents to you for review and comment.

Step 7.  Execute a Development Agreement.  When requested by RACER, you must take the initiative to contact the appropriate governmental jurisdiction and engage it in discussions about the terms of your development agreement.
  • 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 will also 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.
Step 8.  Obtain Letters of Support.  Obtain letters from local, regional, state and/or federal elected, administrative and/or economic development officials expressing support for your project; send these letters of support to RACER’s Redevelopment Manager.

Step 9.  Execute the Transactional Documents. Execute the Purchase and Sale (or Lease) Agreement and Environmental Easement and Use Restriction Agreement (where applicable).
  • The agreed-upon deposit amount must be transferred by you to the escrow agent at this time.
  • RACER will issue the notice of intent to sell, which is required by the Settlement Agreement, at this time.
  • You will then perform your due diligence as provided for in the Purchase and Sale (or Lease) Agreement, including inspection of the Property and title.
Step 10.  Close or Settle on the Transaction.

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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:

1)   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

2)  Positioning the Properties for sale (or lease) 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 (or lease) objective to find qualified purchasers (or lessees) 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 (or lease) 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 or lease a Property before the cleanup of environmental media has been finished?
Yes.

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.
  • RACER’s website lists all of its Properties that are available for sale or lease.
  • 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, leased or sold) is noted for each Property listed on our website. Properties listed as “Under Contract” or “Sold” are not available for purchase or lease.
Where Can I Find Information About RACER Properties? 
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:
  • Property details
  • Maps
  • Photos
  • Environmental status and information
  • Marketing brochure
How Do I Set Up A Site Tour of a RACER Property? 
Property tours are available to qualified purchasers who have executed a confidentiality agreement with RACER.
  • 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.
Who is Responsible for the Environmental Cleanup at RACER Properties? 
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 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.
The purchaser is responsible for:
  • 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 or lease 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, lessee 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:
  1. 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
  2. RACER has not already been previously contacted by the buyer or parties representing the buyer, and
  3. 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:
  • Confidentiality Agreement
  • Letter of Intent
  • Purchase and Sale (or Lease) Agreement
  • Environmental Easement Agreement
  • Restrictive Use Agreement

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Interested in Purchasing or Leasing?

Please fill out our online Notification of Interest Form here.

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Small Business Resources

Learn more about Small Business Centers here. 

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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 sblack@racertrust.org.


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