Approved Agreements and Contracts West Urban Properties Agreement 07-28-20

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                            Agenda Item Review Form
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                           Muskegon City Commission

Commission Meeting Date: July 28, 2020                    Title: West Urban Properties Agreement


Submitted By: Frank Peterson                              Department: City Manager


Brief Summary: In June, the City Commission accepted a Letter of Intent from West Urban Properties and
authorized the city manager and city attorney to finalize a development agreement. The proposed
development agreement is attached and recommended for approval.


Detailed Summary: We are proposing the framework of a Pilot program that we would use to initially
partner with West Urban Properties to construct 100 units on vacant city lots. As part of the program,
either the City or West Urban Properties may choose to stop home construction prior to the completion of
the 100 homes. The program is expected to be applicable to many different builders/developers and many
different housing types and densities. As the City tries to revers 40+ years of neighborhood disinvestment,
it is important that we acknowledge the areas that make us less-attractive for development than urban
areas. Some of those items are more in our control than others. This program focuses strictly on
developer return on investment -with the goal of the city acting as a partner to help ensure that a major
investment in rental housing neither fails to cashflow nor causes unreasonable increases in local rents.
Many times, affordability and profitability contradict one another - this Pilot Program is designed to help
attain both.


Amount Requested:$                                       Amount Budgeted:   $

Fund(s) or Account(s): N/A                               Fund(s) or Account(s) : N/A


Recommended Motion: To authorize the City Manager to sign the Development Agreement.


Check if the following Departments need to approve the item first:
Police Dept.   D     Fire Dept.   0   IT Dept.
                                                    □

For City Clerk Use Only:
Commission Action:
                              PILOT DEVELOPMENT AGREEMENT

       THIS PILOT DEVELOPMENT AGREEMENT (the "Agreement11 ) is made on the 1st day of

November, 2020, by and between the CITY OF MUSKEGON, a Michigan municipal corporation,

whose address ls 933 Terrace Street, Muskegon, Michigan 49440 (the "City11 ) and West Urban

Properties, LLC, a Michigan limited liability company, whose address is 3265 Walker Avenue,

Suite D, Grand Rapids, Michigan, 49544 (the "Developer").

                                            RECITALS

       A.      Pursuant to P.A. 381 of 1996, as amended, ("Act 381"), the Muskegon Brownfield

Authority adopted a brownfield plan (the "Brownfield Plan") to add numerous vacant properties,

as specified on attached Exhibit A (the "Property").

       B.      The Property is Included in the City's Scattered Site Brownfield Project, as

amended by the Muskegon Brownfield Redevelopment Authority on July 14, 2020.

       C.      The Developer intends to redevelop the Property into a 100-unit scattered site

residential rental neighborhood where no less than 40% of the units are allocated to tenants with

income levels between 70% and 120% of the Area Median Income (AMI), as defined by the

Michigan State Housing Development Authority (the "Project").
       NOW, THEREFORE, the parties agree as follows:

1.     Project Completion.

        a.    Developer agrees to purchase the Property described in attached Exhibit A.

              I. The Developer will be responsible for all survey work associated with lot line

       adjustments, except that City shall be responsible for all costs, including costs associated

       with any necessary survey to create tax parcels.

              ii. City will waive or pay for all water and sewer connection fees. Developer shall

       be responsible for all other fees, specifically including mechanical, plumbing, electrical,

       and any other construction and building permit fees.

       b.     Operating Incentive. In exchange for the Developer's commitment to allocate 40%

of the units to be rented by individuals with income levels between 70% and 120% of Area

Median Income, as defined by the Michigan State Housing Development Authority, the City

agrees to provide an operating incentive to ensure such affordability as provided in Paragraph 3.

2.     Rental Rates.

       The Developer shall be responsible for verifying tenant income to ensure his/her

qualifications for any income-restricted units. An income-qualified tenant's rent shall be set to

follow the RENT LIMITS established annually by the Michigan State Housing Development

Authority (MSHDA) for a Muskegon County family earning between 70% and 120% of AMI and

renting a 1-3-bedroom home. The Developer is not obligated to rent any units below the 70%

RENT LIMIT, regardless of the tenant's verified income level.        Exhibit C of this Agreement

demonstrates the initial rent limits as established by MSHDA in April 2020.




                                                 2
3.     Shared Rental Benefit.

       a.     As an incentive to assist moderate income renters, the Developer may from time

to time rent units at a rental rate below $1,300 per month. In the event the developer rents a

unit to an income-qualified resident for less than $1,300 per month, the City will reimburse the

Developer as follows:

               i. If the rental rate ls between $1,050 and $1,300, City will reimburse the

               Developer the difference between the rental rate and $1,300; and

               ii. If the rental rate is below $1,050, the City will pay $250 to Developer plus 50%

               of the difference between the rental rate and $1,050.

       As an incentive to attract market rate renters, the Developer may from time to time rent

units at a rental rate above $1,300 per month. In the event the developer rents a unit to a tenant

for more than $1,550 per month, the Developer will remit to the city 50% of the difference

between the actual rental rate and $1,550 per month.

       b.      City shall establish the "West Urban Properties Rental Subsidy Fund". The City

shall deposit $250,000 from the City of Muskegon Economic Development Revolving Loan Fund,

which was created in part by a gift from Sappi Paper Company when the company ceased

operations for economic development. All monies owed to the Developer by City pursuant to

Paragraph 3(a) shall be paid from the West Urban Properties Rental Subsidy Fund and all monies

owed by the Developer to the City pursuant to Paragraph 3(a) shall be credited to the West Urban

Properties Rental Subsidy Fund. On a quarterly basis, Developer shall provide documentation, to

City's satisfaction, as to the amount City owes Developer and/or Developer owes City pursuant

to Paragraph 3(a). Upon termination of this Pilot Development Agreement, all monies left In the


                                                 3
West Urban Properties Rental Subsidy Fund shall revert to the City of Muskegon Economic

Development Revolving Loan Fund for economic development, and any amounts owed to the

Developer shall be waived. City shall have no obligation to reimburse Developer for any reason

from any other City fund.

4.     Vacancy Assistance.

       During the first 30 days after completion of a home with a certificate of occupancy, the

Developer shall be responsible for any vacancy losses. After the 30-day holding period and during

the first 12 months of the completion of a home with a certificate of occupancy, the City will

reimburse the Developer $1,300 per month while the unit is owned by Developer and vacant.

Any monies owed by City shall be taken from the Fund established in Paragraph 3(b) and from

no other source of City monies. Any unit that remains vacant for more than three months must

be listed on the MLS at a price not more than 110% of cost to construct, which will be accepted

by Developer. Failure to list the property for sale at not more than 110% of the cost to construct

shall render the City's obligation to provide vacancy assistance invalid. If the provisions of this

Paragraph are not exercised by Developer, then City shall have the right to terminate this

Agreement as to any building not under construction at the time the City provided notice of its

intent to terminate this Agreement pursuant to this Paragraph. Both parties agree that a building

wlll be considered under construction only after the foundation and/or building slab is in place.

5.      Renter Opportunity to Purchase.

        With a 60-day written notice from any Tenant to the Landlord. Tenant shall have the

option to purchase their occupied Leased Premises at the current appraised value plus any




                                                 4
subsidy paid from the West Urban Properties Rental Subsidy Fund for that unit, unless that value

is less than the original cost to build the residential dwelling.

6.      Property Taxes.

        In the event that the State Equalized Values (SEV) assigned to properties by the City

Assessor at the completion of a phase results in an initial annual property tax bill in excess of

$2,325 per unit, parties agree to amend Section 3(a) of this Pilot Agreement to offset the

Increased property tax burden. Annually, beginning January 1, 2022, the $2,325 maximum per

unit average shall increase or decrease with the Consumers Price Index regularly used by the

Muskegon City Assessor.

7.      Term of Agreement.

        a. The Developer's and City's obligations under this Agreement for any individual parcel

shall terminate 20 years from the issuance of the original certificate of occupancy or upon a sale

ofthe parcel that results in an uncapping of the Property's Taxable Value, but never after January

1, 2045 (the "Term").

        b. This 100-unit Pilot shall be completed in 4 phases of 25 home increments. The

Developer and City agree to meet upon the completion of each phase to discuss the

performance of the prior phase before proceeding onto the next phase. At that time, if either

party is dissatisfied with the performance of the phase, the upcoming phase may be postponed

for up to 12 months by providing written notice.

        c. If Developer is not constructing units on the Property for a 12-month period, as

evidenced by the failure to pull permits and complete construction in a timely manner, the Pilot




                                                   5
Development Agreement shall terminate, after Notice as required by Paragraph 8, as to Parcels

where Developer is not pursuing construction.

         d. Should any court of competent jurisdiction find any portion of the Pilot Development

Agreement void and/or prohibits City from funding any obligation provided in this Pilot

Development Agreement, either City or Developer may terminate this Pilot Development

Agreement with no consequences from the other party.

8.       Notices.

         All notices, payments, demands or requests required or permitted to be given pursuant

to this Agreement shall be in writing and shall be deemed to have been properly given or served

effective on the second (2nd) business day after being deposited in the United States mail,

postpaid and registered or certified with return receipt requested; or when sent by private

courier service for same-day delivery or one day after being sent by private courier service for

next-day delivery. Notices shall also be sent via e-mail and to the respective addresses set forth

below:


         To Seller:                   THE CITY OF MUSKEGON

                                      Attn: City Manager

                                      933 Terrace St.

                                      Muskegon, Ml 49440

         With copy to:                 Parmenter Law

                                       P.O. Box 786

                                       Muskegon, Ml 49443-0786




                                                 6
       To Purchaser:                  WEST URBAN PROPERTIES, LLC

                                      Attn: Dave Dusendang

                                      3265 Walker Avenue, Suite D,

                                      Grand Rapids, Michigan, 49544




9.     Assignment.

       Developer and City shall have the right to assign all of its rights and delegate all of its

obligations under this Agreement to either an existing or a newly created entity, provided

however, that no assignment shall operate as a release of that party without the written consent

of the other, where consent may be withheld in such other party's sole discretion.

10.    Arbitration.

       Any and all disputes, controversies, or claims arising out of, or in connection with or

relating to this Agreement, or any breach or alleged breach thereof, shall, on the request of either

party, be submitted to and settled by arbitration in the State of Michigan pursuant to the rules,

then in effect, of the American Arbitration Association (or at any other place or under any other

form of arbitration mutually acceptable to the parties involved). This Agreement to arbitrate shall

be specifically enforceable under the prevailing arbitration law. Notice of the demand for

arbitration shall be filed, in writing, within a reasonable time after the claim, dispute, or other

matter in question that arose where the party asserting the claim should have been reasonably

aware of it, but in no event later than the applicable Michigan statute of limitations. Cost of

arbitration shall be shared equally by the parties, provided that each party shall pay for and bear


                                                 7
the cost of his or her own experts, evidence, and attorney fees. Judgment on the award rendered

by the arbitrator may be entered in any court having jurisdiction to do so.

11.    Entire Agreement.

       This Agreement supersedes all agreements previously made between the parties relating

to the subject matter. There are no other understandings or agreements between them.

12.    Non-Waiver.

       No delay or failure by any party to exercise any right under this Agreement, and no partial

or single exercise of that right, constitutes a waiver of that or any other right, unless otherwise

expressly provided herein.

13.     Headings.

        Headings in this Agreement are for convenience only and shall not be used to interpret

or construe its provisions.

14.     Governing Law.

        This Agreement shall be construed in accordance with and governed by the laws of the

State of Michigan.

 15.    Counterparts.

        This Agreement may be executed in two or more counterparts, each of which shall be

 deemed an original but all of which together shall constitute one and the same instrument.

 16.    Binding Effect.

        The provisions of this Agreement shall be binding upon and inure to the benefit of all the

 parties and their respective heirs, legal representatives, successors and assigns.




                                                  8
The parties have executed this Agreement on the date set forth above.




                                            CITY OF M"EGON              ,.


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                                            WEST URBAN PROPERTIES, LLC



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                                        9
                      EXHIBIT A
            TO DEVELOPMENT AGREEMENT
DESCRIPTION OF ALL PARCELS SUBJECT TO THIS AGREEMENT




                          10
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1246 5th St
1252 5th St
1245 5th St
12615th St
1342 6th St
1349 6th St (2 lots}
1352 6th St (2 lots}
14116th St
1387 7th St (2 lots}
395 Houston Ave (2 lots)
275 Mason Ave (2 lots}
346 Mason Ave (2 lots)
352 Mason Ave
219 Merrill Ave
271 Merrill Ave (2 lots)
388 Merrill Aye (2 lots}
235 Monroe Ave
239 Monroe Ave
240 Monroe Ave
250 Monroe Ave
254 Monroe Ave
398 Monroe Ave
 1392 Park St
 382 W Muskegon Ave
 487 W Muskegon Ave
 420 Washington Ave (2 lots)
 459 Washington Ave (3 lots}
 1782 5 th St (2 lots)
 318 W Larch Ave (2 lots)
 324 W Larch Ave
 1686 7 th St (2 lots)
 1660 7th (2 lots)
 408 W Dale Ave
 340 W Forest Ave
 1639 5th St
1605 Sanford St (2 lots)
487 W Southern Ave (2 lots)
305 W Grand Ave
1535 6th St
1542 7thSt
355 W Grand Ave
337 W Grand Ave
1458 6th St
1464 6th St
0 Washington Ave
242 Strong Ave
1360 7th St
1366 7th St
1262 6th St
579 W Muskegon Ave
0 W Muskegon Ave
617 W Muskegon Ave
1047 Ambrosia St {7 lots)
1075 Ambrosia St(6 lots)
1155 Ambrosia St(6 lots}
1205 Ambrosia St{6 lots)
1386 Ransom St
1530 Hoyt St
 292 Mason Ave
 254 W Southern Ave
 1670 Park St
1772 5th   St
1227 Fleming Ave
553 Jackson Ave (3 lots)
579 Jackson Ave
601 Jackson Ave
621 Jackson Ave
558 Jackson Ave (2 lots)
608 Jackson Ave
445 Marquette Ave
527 Herrick St
530 Herrick St
270 Meeking St
329 Leonard Ave
366 Bennett St.
1251 8th Street
                                         EXHIBIT B
                                TO DEVELOPMENT AGREEMENT

                                PARCEL PURCHASE AGREEMENT

       This PARCEL PURCHASE AGREEMENT (this "Agreement") is made on the 1st day of
November, 2020, by and between WEST URBAN PROPERTIES, LLC, a Michigan limited liability
company of 3265 Walker Avenue, Suite D, Grand Rapids, Michigan, 49544 ("Purchaser") and THE
CITY OF MUSl<EGON, a Michigan municipal corporation, of 933 Terrace Street, Muskegon,
Michigan 49440 ("Seller") as follows:

                                         BACl(GROUND

      Purchaser and Seller entered into a Development Agreement which contemplates that
Purchaser will purchase up to 100 separate parcels of land. The parcels are located in the City of
Muskegon, Muskegon County, Michigan, and are depicted on the attached Exhibit A.

                                          AGREEMENT

      NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS
SET FORTH HEREIN THE PARTIES AGREE AS FOLLOWS:

       1.      Phase Parcels. Seller agrees to sell and Purchaser agrees to Purchase the parcels,
as depicted on the attached Exhibit A. The precise description of each project and any individual
building sites within each property will be agreed upon by the parties prior to closing, as
contemplated by the Development Agreement.

       2.     Purchase Price. The Purchase Price shall be one dollar ($1.00) for each parcel.
       The Purchase Price shall be delivered at Closing in immediately available funds subject to
the terms and conditions stated in this Agreement. The Purchaser's obligations under this
Agreement are not contingent upon financing.

        3.      Investigation Period; Right to Terminate. The "Investigation Period" shall expire
ninety (90) days following the date this Parcel Purchase Agreement has been executed by both
parties (the "Effective Date"). During the Investigation Period, Purchaser shall have the right to
have the Parcel inspected, surveyed, evaluated, analyzed, tested, appraised and/or assessed for
any matter whatsoever, including but not limited to, market value; soil conditions; location of
flood plains; presence of wetland and necessary mitigation, if any; storm water drainage systems;
presence of environmental contamination; health and safety conditions; access to utilities;
access to public roads; zoning; entitlement; compliance with laws, codes and ordinances and any
other matter desired by Purchaser. Seller hereby grants Purchaser and Purchasers agents,
employees, representatives, consultants, and contractors a nonexclusive license during the term
of this Agreement, to enter and have access to the Parcel for purposes of having such
investigations performed and the right to discuss the Parcel and the conditions related thereto
with governmental authorities. During the Investigation Period, and any extensions thereof,
Purchaser has sole discretion to terminate this Agreement. All investigations, testing,· and
inspections by Purchaser shall be at Purchaser's sole cost and expense. Any permits or permitting
requested or required by Purchaser shall be at Purchaser's sole cost and expense, and at
Purchaser's sole risk. Purchaser may extend the Investigation Period for up to an additional
ninety (90) days if Purchaser in good faith decides to do so based on information learned during
the Investigation Period. The Parcels shall be returned to the condition of the Parcels as of the
date of the Pilot Development Agreement.

       4.      Payment of Property Taxes. Purchaser shall have no obligation to pay any amount
for Property taxes that may have been assessed through the date of closing.

       5.      Closing Deadline; Schedule. The parties agree to schedule closings at the earliest
possible time following the latter end of the Investigation Period, or any extension thereof.

        6.    Seller's Closing Deliveries. At the Closing, Seller shall deliver to the Purchaser, the
following items, which shall be in a form and substance satisfactory to Purchaser:

              A.      A Quit Claim Deed conveying to Purchaser Seller's interest to the Parcel,
executed and acknowledged by Seller in recordable form. The Quit Claim Deed shall include a
covenant as to the use of the Parcels and the income and rental limitations provided in the Pilot
Development Agreement;

              8.    Such other documents, including a signed Closing Statement, as are
necessary and appropriate for the consummation of this transaction by Seller.

      7.      Purchaser's Closing Deliveries. At Closing, Purchaser shall deliver to Seller: a)
approved building plans and permits for the Parcel; b) the Purchase Price; and c) such other
documents, including a signed Closing Statement, as are necessary and appropriate for the
consummation of this transaction by Purchaser.

        8.    Special Assessments. Seller and Buyer acknowledge that the Parcels are subject to
Special Assessments as listed on Exhibit B.

        9.     Title. It is Purchaser's obligation, at its expense, to order a commitment for an
owner's policy of title insurance for each Parcel from Transnation Title, 570 Seminole Road,
Muskegon, Michigan (the "Title Polley") within ten (10) days of the date of this Agreement. If
Purchaser has any objections to matters disclosed in the title commitment, Purchaser has the
right to terminate this Agreement without further obligation.

        10.    Representations and Warranties of Seller. Seller, which is limited to the personal
knowledge of Frank Peterson, the City Manager, hereby represents and warrants to Purchaser
that to the best of Seller's knowledge, as of the date hereof and on the date of Closing, which
representations and warranties shall survive Closing, but without additional investigation by
Seller:

                A.      Seller has the right, power and authority to enter into this Agreement and
to sell the Parcel in accordance with the terms hereof, and Seller has granted no option or right

                                                 12
of first refusal to any other person or entity to purchase the Parcel and has not entered into any
contract to sell the Parcel as of the date of the Agreement. The individuals signing this Agreement
and all other documents executed or to be executed pursuant hereto on behalf of Seller are and
shall be duly authorized to sign the same on Seller's behalf and to bind Seller thereto.

               B.      Except as disclosed in the writing to Purchaser by Seller, Seller has not
received any notice of, and has no knowledge within the past ten (10} years, of existing violations
on the Parcel or any portion thereof of any zoning, building, fire, health, pollution, environmental
protection, hazardous or toxic substance or waste disposal law or ordinance.

               C.     At the Closing, there will be no parties in possession of the Parcels or
entitled to possession thereof other than Seller. There will be no leases, agreements, options or
other instruments or agreements in effect with respect to the Parcel.

               D.     There are no existing or pending condemnations or sales in lieu thereof
with respect to the Parcel, or any part thereof, nor have any such actions, suits, proceedings or
claims been threatened or asserted.

               E.     There are no delinquent assessments. Current assessments with
obligations to make future assessment payments are disclosed on Exhibit B.

                F.    There is no litigation, proceeding or investigation pending or, to Seller's
knowledge, threatened against or involving Seller or the Parcel, and Seller does not know or have
reason to know of any grounds as to the sale of the Parcels for any such litigation, proceeding or
investigation, which could have an adverse impact on Purchaser or Purchaser's title to or use of
the Parcel, either before or after Closing. No such warranty is made as to the proposed Rental
Subsidy.
                G.     Seller has not received any notice of assessment or proposed assessment
in connection with the Parcel, except as disclosed in Exhibit B.

                H.    Seller is not a "foreign person" as that term is defined in section 1445 of
 the Internal Revenue Code of 1986, as amended.
              I.      Except as set forth in documents provided by Seller to Purchaser, the
 Parcels and Seller are in full compliance with all requirements of federal, state and local
 environmental, health or safety laws, regulations and administrative or judicial decrees, as
 amended (the "Environmental Laws").
               J,       With the exception of the documents available in the public domain and
 the documents provided by Seller to the Purchaser, there are no reports, studies, appraisals,
 engineering reports, agreements with governmental authorities, wetland studies or reports,
 flood plain studies or reports related to the Parcel of which Seller is aware of within the last ten
 (10) years, or that are in Seller's possession or control.




                                                  13
       11.     Representations and Warranties of Purchaser. Purchaser hereby represents and
warrants to Seller, which representations and warranties shall survive Closing, that as of the date
hereof, and on the date of Closing:

             A.       Purchaser has the full power and authority to execute, deliver and perform
this Agreement and all of Purchaser's obligations under this Agreement; and

               B.     The individuals signing this Agreement and all other documents executed
or to be executed pursuant hereto on behalf of Purchaser are and shall be duly authorized to sign
the same on Purchaser's behalf and to bind Purchaser thereto.

        12.     Indemnification. Purchaser agrees to indemnify and hold Seller and its managers,
members, successors and assigns and their members, managers and representatives (the 11 Seller
Group") harmless from and against any and all liabilities, claims, demands, and expenses, of any
kind or nature, including but not limited to, all expenses related thereto, including, without
limitation, court costs and attorney's fees for matters (i) arising or accruing after the Closing and
which are in any way related to Purchaser's ownership, maintenance, or operation of the Parcel;
and/or (ii) arising from or related to the inaccuracy or breach of any of Purchaser's
representations and warranties. It is expressly stipulated and agreed that the provisions of this
Section shall survive the Closing.

       13.     Default and Remedies.

                A.     Purchaser's Default; Seller's Remedy. If the Purchaser fails to close on the
purchase of the Parcel, Seller may, as its sole and exclusive remedy, terminate this Agreement by
giving an appropriate Notice of Default as provided below. If Purchaser agrees to close on some
but not all of the Parcels, the obligations in the Pilot Development Agreement shall be reduced
on a prorate basis.

                B.   Seller's Default; Purchaser's Remedy. If the Seller fails to close on the
purchase of the Parcel, Purchaser may, as its sole and exclusive remedy, terminate this
Agreement by giving an appropriate Notice of Default as provided below.

               C.      Notice of Default. In the event either party declares the other to be in
default, such declaration shall be in writing, with an outline of the actions required to cure such
default. The recipient of such notice of default shall have 15 days to cure the alleged default.

        14.     This Paragraph is intentionally left blank.

        15.       Sale and Assignment of Agreement. Purchaser and City shall have the right to
assign all of its rights and delegate all of its obligations under this Agreement to either an existing
or a newly created entity, provided however, that no assignment shall operate as a release of
that party without the written consent of the other, which consent may be withheld in such other
party's sole discretion.

        16.     This Paragraph is intentionally left blank.

                                                  14
       17.     Miscellaneous.

               A.       TIME IS OF THE ESSENCE OF THIS AGREEMENT.

               B.       This Agreement shall be governed by and construed under the laws of the
State of Michigan.

               C.     This Agreement supersedes all prior discussions and agreements between
Seller and Purchaser with respect to the conveyance of the Parcel and all other matters contained
herein and constitutes the sole and entire agreement between Seller and Purchaser with respect
thereto. This Agreement may not be modified or amended unless such amendment is set forth
in writing and signed by both Seller and Purchaser.

               D.      All notices, payments, demands or requests required or permitted to be
given pursuant to this Agreement shall be in writing and shall be deemed to have been properly
given or served effective on the second (2nd) business day after being deposited in the United
States mall, postpaid and registered or certified with return receipt requested; or when sent by
private courier service for same-day delivery or one day after being sent by private courier service
for next-day delivery. Notices shall also be sent via e-mail and to the respective addresses set
forth below:

       To Seller:                     THE CITY OF MUSKEGON
                                      Attn: City Manager
                                      933 Terr ace St.
                                      Muskegon, Ml 49440

        With copy to:                  Parmenter Law
                                       P.O. Box 786
                                       Muskegon, Ml 49443-0786

        To Purchaser:                  WEST URBAN PROPERTIES, LLC
                                       Attn: Dave Dusendang
                                       3265 Walker Avenue, Suite D,
                                       Grand Rapids, Michigan, 49544

                E.     This Agreement shall inure to the benefit of and bind the parties hereto
 and their respective heirs, legal representatives, successors and permitted assigns.




                                                 15
        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.




                                          PURCHASER:
                                          WEST URBAN PROPERTIES, LLC

                                          By: ~ ; )
                                          Dave Dusendang
                                                         b.a f f ~ ~
                                          Its: /J?c/12.. E-




                                              16
                      EXHIBIT A
              TO PURCHASE AGREEMENT
DESCRIPTION OF ALL PARCELS SUBJECT TO THIS AGREEMENT




                          17
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                  th
1246 5 St
1252 5th St
1245 5th St
12615th St
1342 6th St
1349 5th St {2 lots)
1352 5th St {2 lots)
1411 6th St
1387 7th St (2 lots)
395 Houston Ave (2 lots)
275 Mason Ave (2 lots)
346 Mason Ave (2 lots)
352 Mason Ave
219 Merrill Ave
271 Merrill Ave (2 lots)
388 Merrill Ave (2 lots)
235 Monroe Ave
239 Monroe Ave
240 Monroe Ave
250 Monroe Ave
254 Monroe Ave
398 Monroe Ave
 1392 Park St
 382 W Muskegon Ave
 487 W Muskegon Ave
 420 Washington Ave (2 lots)
 459 Washington Ave (3 lots)
 1782 5th St (2 lots)
 318 W Larch Ave (2 lots)
 324 W Larch Ave
 1686 7th St (2 lots)
 1660 7th (2 lots)
 408 W Dale Ave
 340 W Forest Ave
 1639 5th St
1605 Sanford St (2 lots)
487 W Southern Ave (2 lots)
305 W Grand Ave
1535 6th St
1542 7th St
355 W Grand Ave
337 W Grand Ave
1458 6th St
1464 6th St
0 Washington Ave
242 Strong Ave
1360 7th St
1366 7th St
1262 6th St
579 W Muskegon Ave
0 W Muskegon Ave
617 W Muskegon Ave
1047 Ambrosia St (7 lots)
1075 Ambrosia St(6 lots)
 1155 Ambrosia St(6 lots)
 1205 Ambrosia St(6 lots)
 1386 Ransom St
 1530 Hoyt St
 292 Mason Ave
 254 W Southern Ave
 1670 Park St
 1772 5th St
 1227 Fleming Ave
 553 Jackson Ave (3 lots)
 579 Jackson Ave
 601 Jackson Ave
 621 Jackson Ave
 558 Jackson Ave (2 lots)
  608 Jackson Ave
  445 Marquette Ave
  527 Herrick St
530 Herrick St
270 Meeking St
329 Leonard Ave
366 Bennett St.
         EXHIBIT B

EXISTING SPECIAL ASSESSMENTS




              18
              EXHIBIT C

MSHDA 4/1/2020 INCOME AND RENT LIMITS




                   19
                                    04/01/2020 INCOME AND RENT LIMITS
       County: 61 Muskegon                                                Effective Date:      4/1/2020
        Income    1 Person    2Person      3Peison     4Person       SPerson      6Person       7Person    8Person
            20%      8.960      10,240       11.520       12,780       13.820       14,840        15,860      16,880
            25%     11,200      12,800       14,400       15,975       17.275       18,550        19,825     21,100
            30%     13.440      15,360       17.280       19,170       20,730       22,260        23,790     25,320
            35%     15,680      17.920       20,160       22,365       24,185       25,970        27,755     29,540
            40%     17.920      20,480       23,040       25,560       27,640       29,680        31,720     33,760
            45%     20,160      23,040       25,920       28,755       31,095       33,390        35,685     37,980
            50%     22,400      25,600       28,800       31,950       34,550       37,100        39,650     42,200
            55%     24,640      28,160       31.680       35,145       3B.005       40,810        43,615     46,420
            60%     26,880      30,720       34,560       38,340       41,460       44,520        47,580     50,640
            70%     31,360      35,840       40,320       44,730       48,370       51,940        55,510     59,080
            80%     35,840      40,960       46,080       51,120       55,280       59,360        63,440     67.520
           100%     44,800      51,200       57,600       63,900       69,100       74,200        79,300     84,400
           120%     53,760      61,440       69,120       76,680       82,920       89,040        95,160    101,280
           125%     56,000      64,000       72,000       79,875       86,375       92,750        99,125    105,500
           140%     62,720      71,680       80,640       89,460       96,740      103,880       111,020    118,160
           150%     67.200      76,800       86,400       95,850      103,650      111,300       118,950    126,600

 Rent By Person   1 Person    2Person     3Person      4Person      SPerson      6Person       7Person     8Person
            20%        224         256          288         319          345          371           396        422
            25%        280         320          360         399          431          463           495        527
            30%        336         384          432         479          518          556           594        633
            35%        392         448          504         559          604          649           693        738
            40%        448         512          576         639          691          742           793        844
            45%        504         576          648         718          m            834           892        949
            50%        560         640          720         798          863          927           991      1,055
            55%        616         704          792         878          950        1.020         1,090      1,160
            60%        672         768          864         958        1,036        1,113         1,189      1,266
            80%        896       1,024        1.152       1,278        1,382        1,484         1,586      1,688
           100%      1,120       1,280        1,440       1,597        1,727        1,855         1,982      2,110
           120%      1,344       1,536        1,728       1,917        2,073        2,226         2,379      2,532
           125%      1,400       1,600        1,800       1,996        2,159        2,318         2,478      2,637
           140%      1,568       1,792        2,016       2,236        2,418        2,597         2,775      2,954
           150%      1,680       1,920        2.160       2,396        2,591        2,782         2,973      3,165

Rent By Bedroom              OBedroom    1 Bedroom    2Bedroom     3Bedroom     4Bedroom      5Bedroom
            20%                    224         240          288          332          371           409
            25%                    280         300          360          415          463           511
            30%                    336         360          432          498          556           613
            35%                    392         420          504          581          649           716
           40%                     448         480          576          665          742           818
           45%                     504         540          648          748          834           920
            50%                    560         600          720          831          927         1,023
            55%                    616         660          792          914        1,020 .       1,125
           60%                     672         no           864          997        1,113         1,227
           70%                     784         840        1,008        1,163        1,298         1,432
           80%                     896         960        1,152        1,330        1,484         1,637
           100%                  1.120       1,200        1,440        1,662        1,855         2,046
           120%                  1,344       1.440        1,728        1,995        2,226         2,455
           125%                  1,400       1,500        1,800        2,078        2,318         2,557
           140%                  1,568       1,680        2,016        2,327        2,597         2,864
           150%                  1.680       1,800        2,160        2,493        2,782         3.069

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